WHEREAS, Lagree Fitness, Inc. (“LFI”) is engaged in the business of marketing and selling fitness equipment for personal home use. WHEREAS, LFI desires to have the services of the Affiliate as an independent contractor. THEREFORE, LFI and Affiliate (hereinafter collectively referred to as the “Parties”) agree as follows:

LFI engages Affiliate as an independent contractor to provide services to LFI as directed by LFI, and Affiliate agrees to his/her/its engagement solely as an independent contractor. Affiliate is not an agent, employee, partner, shareholder, member, director, officer, or joint venturer of LFI. Affiliate shall use its resources, ability and experience to market LFI’s fitness equipment for personal home use only. Fitness equipment shall not be marketed for use in a commercial setting.

LFI will make commission payments to Affiliate as follows:

• One Hundred Dollars ($100.00) per each Micro (if sold at full retail price).
• One Hundred Fifty Dollars ($150.00) per each Micro Pro (if sold at full retail price).
• Two Hundred Dollars ($200.00) per each Mini (if sold at full retail price).
• Two Hundred Fifty Dollars ($250.00) per each Mini Pro (if sold at full retail price).

Commissions shall be payable only for actual sales which are directed to LFI through Affiliate’s direct referral to LFI’s website, and commissions are earned only upon receipt of sale proceeds. Commissions shall be made payable to Affiliate on the first day of each month, at least 30 days after receipt of the sales proceeds and delivery of equipment to purchaser, whichever is the later. Affiliate shall be subject to chargebacks for commissions paid to Affiliate for sales returns, order cancellations, credit card debits or other refunded sales. If Affiliate earns no future commissions to which a chargeback may be applied within ninety (90) days of notice of a chargeback event, Affiliate shall return received commissions on refunded products to LFI.

Affiliate shall not receive commissions on subsequent sales to same buyer unless buyer purchases products through Affiliate’s direct referral to LFI’s website.
Affiliate shall not receive commissions on accessories.
Affiliate shall not receive commissions on any fitness equipment purchased by or on behalf of Affiliate.
Any purchase of multiple pieces of fitness equipment which are purchased by single purchaser, or required to be shipped to a single location may be refused by LFI as such purchases may indicate commercial usage.

Affiliate shall not offer any discounts, coupons or other reductions on LFI’s listed retail prices for equipment and/or merchandise and shall not list or sell any LFI product for an amount less than the advertised retail price on LFI’s website, with
the following exceptions:

• One Hundred Dollars ($100.00) per each Micro (with the affiliate code).
• One Hundred Dollars ($100.00) per each Micro Pro (with the affiliate code).
• One Hundred Fifty Dollars ($150.00) per each Mini (with the affiliate code).
• Two Hundred Dollars ($200.00) per each Mini Pro (with the affiliate code).

These discounts may be changed at any time by LFI, with or without notice.

Affiliation code cannot be used with any other promo or loyalty points. Purchasers cannot combine loyalty points with affiliate discounts.

Affiliate shall not market or sell LFI product on any third-party resale website without express written consent of LFI. Affiliate shall not co-brand or otherwise use any other trademark, copyright, patent or intellectual property of another individual or entity in marketing or selling LFI product. LFI may reject and/or refuse any sale through Affiliate, upon which a discount, coupon or other reduction in the listed retail price has been offered.

LFI does not allow Pay-Per Click (PPC) bidding by Affiliate.

LFI shall maintain and provide to Affiliate, an online accounting system which sets forth the units sold, sales price, commission, returned merchandise, refunds, transaction changes, cancellations, and chargebacks.

Affiliate shall have a right of limited inspection of LFI’s sales records only as to online purchases directed to LFI by and through Affiliate, subject to signing a Non-Disclosure Agreement to protect confidentiality of records. Any inspection shall be made only during customary business hours and shall be at Affiliate’s expense. Affiliate shall be entitled a right to inspect no more than one time during any six-month period.

Affiliate acknowledges LFI maintains intellectual and confidential proprietary rights in its designs, inventions, equipment, marketing, pricing, costs, customer lists, trademarks, copyrights, patents and other trade secrets, all of which are valuable, special and unique to LFI. Affiliate agrees that Affiliate will not directly or indirectly, disclose or otherwise communicate any such information, without the prior express written consent of LFI and will treat such information as confidential. Affiliate expressly acknowledges that in addition to any damages LFI may assert, LFI shall be entitled injunctive relief to prevent such disclosure.

Affiliate is not an agent of LFI and shall not be able to bind LFI to any contracts or commitments, without LFI’s expressed prior written approval. LFI shall not be bound to any sale agreement between Affiliate and a third party and LFI may refuse to sell equipment for any reason, other than those prohibited by law.

This Agreement shall be for a period no longer than six (6) months. Affiliate may terminate the Agreement at any time. LFI may terminate the Agreement at any time for cause (which includes, but is in no manner limited to any sale for use in a commercial setting), and upon thirty (30) day written notice if without cause. Upon termination, Affiliate’s commissions shall be paid pursuant to the payment cycle set forth in Paragraph 2 hereinabove. Upon termination, Affiliate shall immediately deliver to LFI, any and all LFI property in Affiliate’s possession or control.

Any and all notices shall be delivered to the Parties by First Class Registered United Mail, as follows:

TO: LFI
Lagree Fitness, Inc.
9340 Eton Avenue
Chatsworth, CA 91311

This Agreement contains the entire agreement between the parties and there are no other promises, conditions, or representations in any other agreement, expressed or implied. This Agreement supersedes any prior express or implied
agreement.

This Agreement may be modified or amended only in a writing signed by the Parties.

If any provision of this Agreement is invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court of law finds a provision invalid or unenforceable, but could make such provision valid or enforceable by limiting such provision, then said provision shall be deemed to be written in such a manner as to permit limitation.

Failure of either party to enforce any provision of this Agreement shall not constitute, or be construed as, a waiver or limitation of that party’s right to enforce.

This Agreement shall be governed by the laws of the State of California. The Parties hereto agree that should any suit, action or proceeding arising out of, or in relation to, this Agreement be instituted by any party hereto, such suit, action or proceeding shall be instituted only in a state or federal court in the County of Los Angeles, State of California and each party hereto consents to jurisdiction and venue in Los Angeles, California.

Affiliate shall indemnify and hold LFI harmless against any and all claims, demands, damages, liabilities and costs incurred which directly or indirectly result from, or arise in connection with, any negligent act or omission of Affiliate, its agents, or employees, pertaining to its marketing, representations, sales and other obligations under this Agreement.

LFI shall indemnify and hold Affiliate harmless against any and all claims, demands, damages, liabilities and costs which directly or indirectly result from, or arise in connection with, any negligent act or omission of LFI, its agents, or employees, pertaining to claims relating to defective products, or injuries therefrom.

To the maximum extent permitted by law, in no event will LFI be liable for any consequential, incidental, direct, indirect, special, punitive or other damages whatsoever arising out of or in any way related to this, whether based on contract, tort, negligence, strict liability or otherwise, even if licensor or any supplier has been advised of the possibility of such damages.

IN WITNESS WHEREOF, and intending to be legally bound hereby, the Parties hereto have executed this Agreement.