OOVERLAND HEALTH LLC (COAST)

BRAND AMBASSADOR AGREEMENT

Effective

Date: 11/30/2020

This

Brand Ambassador Agreement (including any schedules, exhibits or addenda
attached hereto, the “Agreement”), is made and entered into as of the date identified
below (the “Effective Date”), by and between Overland Health LLC d/b/a Coast
Health (“COAST”), with an address of 69 Charlton St, New York, NY 10014, United
States and the brand ambassador identified below (“Brand Ambassador” or “you”).
In consideration of the mutual promises contained herein, the parties agree as
follows:

(1)  
Services.

The

Brand Ambassador Program. Brand Ambassador agrees to provide to COAST under the
terms and conditions of this Agreement, services (the “Services”) in connection
with COAST's Brand Ambassador Program (the “Program”). As part of the Services,
Brand Ambassador will generate and post content (including, without limitation,
text, videos and images) regarding COAST brand and COAST products on Brand
Ambassador’s dedicated COAST Web page (the “Influencer Page”) and on social
medial platforms, including, but not limited to, Influencer's Instagram,
Instagram Story, Twitter, Facebook, TikTok, blog and potentially YouTube and
Pinterest (the “Social Channels”) (collectively the “Content”) in an effort to
generate sales.

Brand

Ambassador agrees to:

·       

Devote
such of his/her time, resources, and best efforts to the Services as is
reasonably necessary to perform them in a professional and diligent manner.

·       
Comply
with all applicable laws and regulations.

·       
Determine,
in his/her discretion, the time, place, manner, means, methods and
independent/personal resources by which the Services are performed and
achieved.

·       
Provide
and utilize his/her own equipment, tools and other resources in performing the
Services but COAST will provide to Brand Ambassador certain informational
materials to facilitate the creation of Brand Ambassador's created content to
his/her Influencer Page and/or Social Channels (such templates and other
materials are collectively referred to as the “COAST Materials”).

·       
Be
responsible for:

(i)    
creating
and editing the Content; and

(ii)   
either
emailing to COAST such Content to upload to the Influencer Page or posting such
Content on the Social Channels. All such Content that is uploaded to the
Influencer Page will be posted to the Influencer Page subject to prior review
by COAST. COAST has the right to remove any Content from the Influencer Page.

It is

understood and agreed that Brand Ambassador will be an independent contractor,
is not and will not be considered an agent or employee of COAST (or any of its
affiliates or related entities), and shall have no authority to bind COAST (or
its affiliates or related entities) by contract or otherwise.

(2)  

Restrictions.

Brand

Ambassador agrees that they will not:

·       

Make
any derogatory statements about COAST and/or COAST products.

·       
Link
to any third-party websites, other than the Social Channels, on the Influencer
Page or otherwise redirect visitors of the Influencer Page to third-party
websites.

·       
Resell
or distribute any COAST products, including those received for free or as
gifts, for commercial purposes, other than via the Influencer Page.

·       
Promote
COAST products, the COAST brand, or the Program and/or the Influencer Page via
any paid media channels.

·       
Promote
COAST products, the COAST brand, the Program and/or the Influencer Page via any
website, media, social media, or electronic presence or resource that may be
considered pornographic, lewd, offensive, or discriminate.

·       
Engage
in any fraudulent transactions, as reasonably determined by COAST, including
without limitation making transactions from Influencer's IP addresses or
computers under Influencer's control.

(3)  

Compensation.

In

consideration for the Services, COAST will pay to Brand Ambassador a percentage
of the Net Revenue (as defined below) collected by COAST in accordance with the
Commission Appendix below (the “Commission(s)”). For purposes of this
Agreement, “Net Revenue” means gross fees received by COAST from Qualifying Orders
(as defined below), less amounts paid for using store credit or gift
certificates, taxes, duties and transaction-based costs and expenses, including
but not limited to payment process fees and shipping fees. For purposes of this
Agreement, “Qualifying Orders” means purchases of COAST product(s) via the
Influencer Page that are made by a method of payment accepted by COAST. The
Commission is also only paid to Brand Ambassador if the Qualifying Order is
final. Any returns will cause that specific Commission to be deducted out of
the month payouts. The Commission will be calculated solely based on records
maintained by COAST using its standard methodologies. COAST will pay Brand
Ambassador its Commission on the final day of each month. Commissions due hereunder
will be made by COAST to Brand Ambassador through its payment processor
(“Payment Processor”), which, as of the Effective Date, is PayPal Holdings,
Inc. Brand Ambassador is solely responsible for creating and maintaining a
Payment Processor account, and communicating such account information to COAST
for purposes of receiving the payments set forth herein. COAST is not
responsible for making any payments based on any amounts which result from any
fraudulent transactions, as reasonably determined by COAST, including without
limitation any transactions originating from Influencer 's IP addresses or
computers under Influencer's control.

 (4)  

Confidentiality.

Definition.

“Confidential Information” means all trade secrets and confidential or
proprietary information, whether or not in writing, concerning COAST's business
technology, business relationships or financial affairs which COAST has not
released to the general public. By way of illustration, Confidential
Information includes, but is not limited to, information or material which has
not been made generally available to the public, such as: (i) corporate
information, including plans, strategies, method, policies, resolutions,
negotiations or litigation;(ii) marketing information, including strategies methods,
customer identities or other information about customers, prospect identities
or other information about prospects, or market analyses or projections; (iii)
financial information, including cost and performance data (iv) operational and
technological information, including plans, specifications, manuals, forms,
templates, software, designs, methods, procedures, formulas, discoveries,
inventions improvements, concepts and ideas; and (v) personnel information,
including personnel lists, reporting or organizational structure, resumes,
personnel data. Confidential Information also includes information received in
confidence by COAST from its customers or suppliers or other third parties.

Non-Disclosure

and Non-Use Obligations. Brand Ambassador will not, at any time, without COAST's
prior written permission, either during or after the term of this Agreement,
disclose any Confidential Information to anyone outside of COAST, or use or
permit to be used any Confidential Information for any purpose other than the
performance of the Services for or on behalf of COAST. Brand Ambassador will
cooperate with COAST and use best efforts to prevent the unauthorized
disclosure or use of any and all Confidential Information. Brand Ambassador
will deliver to COAST all copies of Confidential Information in Brand
Ambassador's possession or control upon the earlier of a request by COAST or
termination of this Agreement for any reason.

Information

of Third Parties. Brand Ambassador understands that COAST is now and may hereafter
be subject to non-disclosure or confidentiality agreements with third persons
which require COAST to protect or refrain from use of Confidential Information.
Brand Ambassador agrees to be bound by the terms of such agreements in the
event Brand Ambassador has access to such Confidential Information.

(5)  

Intellectual
Property Rights.

Content

License.

Brand

Ambassador hereby grants to COAST and its subsidiaries, affiliates, licensees,
agents, representatives, successors and assigns:

·       
Unrestricted,
fully-paid, royalty free, exclusive, transferable and irrevocable rights, power
and authority to use, reproduce, publish, print, distribute, transmit, copy or
otherwise use any of the Content, worldwide and perpetually, in whole or in
part, in any medium known now or later discovered, for the purpose of its
advertisements, promotions, marketing activities, public relations, educational
and other commercial or non-commercial purposes, subject only to the payment
made to Brand Ambassador in section 3 hereof.

·       
Brand
Ambassador shall have the revocable, unlimited, perpetual and worldwide right
to use the Content, for Brand Ambassador’s promotional purposes, in any and all
media now known or hereafter developed.

·       
With
respect to Content which portrays Brand Ambassador’s face, body and voice (the
“Restricted Materials”), COAST shall have the right to use the Restricted
Materials upon prior approval from Brand Ambassador.

Other

Developments.

Brand Ambassador hereby grants to COAST and its affiliated companies, successors and

assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable
sublicensable, non-exclusive,

worldwide right and license to use, reproduce, modify, adapt, publish,
translate, create derivative works from, distribute, perform and display any
content or other materials, other than the Content, (i) submitted to COAST in
connection with the Program or (ii) otherwise created by Brand Ambassador in
connection with the Services, (collectively, the “Other Developments”)

COAST

Materials and Trademark.

Except

for Brand Ambassador's limited right to use the COAST Materials solely in
connection with performing the Services, COAST retains all right title and
interest in the COAST Materials, including all related intellectual property
rights. COAST hereby grants to Brand Ambassador, a limited, non-exclusive,
non-transferable license to use and display COAST's name, website address, logo
and trade names (the “Marks”), solely in connection with performing the
Services.

Brand

Ambassador agrees that any use of the Marks:

Will

comply with COAST's quality standards and trademark guidelines, which may be
provided by COAST to Brand Ambassador from time to time.

Will
solely inure to the benefit of COAST. The Marks are proprietary and nothing in
this Agreement constitutes the grant of a general license for their use. Brand
Ambassador does not acquire any right, title or interest in the Marks or the
goodwill associated therewith. Brand Ambassador agrees not to (A) attack the
Marks or assist anyone in attack in the Marks, and (B) make any application to
register the Marks or use any confusingly similar trademark, service mark,
trade name, iconography, or derivation thereof including, but not limited to,
the registration of any domain name including any of the Marks, during the term
of this Agreement and thereafter.

Federal

Trade Commission Requirements.

Brand

Ambassador acknowledges and agrees that the provisions of the Federal Trade
Commission's Guides Concerning Use of Endorsements and Testimonials in
Advertising (the “Guides”) apply to Brand Ambassador's provision of the
Services hereunder. Brand Ambassador represents and warrants that he or she has
read and understands the Guides and their requirements, and that the Content
and Other Developments (including, without limitation, social media
communications regarding COAST products, the COAST brand and/or the Program)
will contain clear and prominent disclosures compliant with the Guides.

(6)  

Brand Ambassador
Social Channels.

In

connection with performing the Services, Brand Ambassador may link certain of
his or her Social Channels to the Influencer Page. If COAST so elects, COAST
may link to, and stream content from such Social Channels on its websites,
social media channels and in other COAST advertising and promotional materials.

(7)  

Representations and
Warranties.

Brand

Ambassador represents and warrants that:

·       

He
or she is at least 18 year of age and legally allowed to live and work in
his/her country of residence.

·       
The
Services will be performed in a professional, lawful and workmanlike manner, in
accordance with any terms and conditions set forth herein and in the COAST
Materials.

·       
The
Content and Other Developments are Brand Ambassador' s original work.

·       
Use
of the Content and Other Developments by COAST will not infringe or involve the
misappropriation of any third party rights.

·       
All
clearances and licenses relating to the use of the Content or Other
Developments have been obtained by Brand Ambassador.

·       
Except
as expressly set forth herein, no fee, compensation or any other payment
whatsoever will be payable by COAST for any Content or Other Developments or
any content or material incorporated therein to any third party.

·       
He
or she will comply with all applicable laws, rules and regulations, including
the Guides.

(8)  

Indemnification.

Brand

Ambassador shall indemnify and hold COAST, its affiliates and their respective
directors, officers, agents and employees harmless from and against all claims,
demands, losses, damages and judgments, including court costs and attorneys'
fees, arising out of or based upon the Services and/or Brand Ambassador's
performance thereof including, but not limited to, (a) any claim that the
Services provided hereunder or, any related intellectual property rights or the
exercise of any rights in or to any Content, Other Development, Influencer IP
or related intellectual property rights infringe on, constitute a
misappropriation of the subject matter of, or otherwise violate any patent,
copyright, trade secret, or trademark of any person or breaches any person' s
contractual rights; and (b) any breach or alleged breach by Brand Ambassador of
any representation, warranty, certification, covenant, obligation or other
agreement set forth in this Agreement.

(9)  

Term; Termination.

This

Agreement will commence on the Effective Date and continue until terminated as
set forth herein. Either party may terminate this Agreement for convenience
upon at least seven (7) days' prior written notice thereof to the other party.
COAST may, in addition to any other rights it may

have
at law or in equity, terminate this Agreement immediately and without prior
notice if Brand Ambassador refuses to or is unable to perform the Services or
is in breach of any material provision of this Agreement. Upon any termination
of this Agreement, all rights and duties of the parties toward each other shall
cease, except that the following Sections shall survive: 3 (with respect to any
Net Revenue accrued during the term of this Agreement but not yet paid); 4
through 14 (inclusive).

(10)         

Independent Contractor;
No Agency.

Brand

Ambassador is not and shall not be deemed an employee, agent, joint venture or
partner of COAST, and neither party shall have any right or authority to assume
or create any obligation on behalf of or bind the other party in any manner
whatsoever.

(11)         

Limitation of
Liability.

IN NO

EVENT SHALL COAST, ITS AFFILIATES, THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (EACH, A “COAST PARTY”) BE LIABLE
FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND
CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR
BUSINESS INTERRUPTION) ARISING FROM OR RELATED TO THIS AGREEMENT, THE COAST
PRODUCTS AND/OR THE PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH COAST PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW
EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. IN
SUCH STATES, THE LIABILITY OF THE COAST PARTIES SHALL BE LIMITED TO THE
GREATEST EXTENT PERMITTED BY LAW.

(12)         

Governing Law,
Jurisdiction and Venue.

The

provisions of this Agreement will be construed and enforced in accordance with,
and any dispute arising out of or in connection with this Agreement, including
any action in tort, will be governed by, the laws of the State of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction and venue
of the courts within New York City.

(13)         

Notices.

All

notices or other communications, required or permitted to be given hereunder,
shall be in writing and shall be delivered electronically, personally or
mailed, certified mail, return receipt requested, postage prepaid, to the
parties at their addresses as set forth above. Any notice given electronically
shall be deemed received on the business day following transmission. Any notice
mailed in accordance with the terms hereof shall be deemed received on the
third day following the day of mailing. Either party may change the address to
which such notices to such party may be given hereunder by serving proper
notice of such change of address to the other party.

(14)         

Equitable Relief.

Brand

Ambassador and COAST agree that it would be impossible or inadequate to measure
and calculate COAST's damages from any breach by Brand Ambassador of this
Agreement. Accordingly, Brand Ambassador and COAST agree that if Brand
Ambassador breaches this Agreement; COAST will have available, in addition to
any other right or remedy available and notwithstanding anything to the
contrary in Section 9 above, the right to obtain from any court of competent
jurisdiction an injunction restraining such breach or threatened breach and
specific performance of Sections 4, 5, 8, and 9. Brand Ambassador and COAST
further agrees that no bond or other security shall be required in obtaining
such equitable relief and Brand Ambassador and COAST, hereby consent to the
issuances of such injunction and to the ordering of such specific performance.

(15)         
Miscellaneous.

If
any provision of this Agreement is found to be invalid by any court or
arbitrator having competent jurisdiction, then the meaning of said provision
shall be construed, to the extent feasible, so as to render the provision
enforceable, and if no feasible interpretation would save such provision, it
shall be severed from the remainder of this Agreement which shall remain in
full force and effect. Failure of COAST to act on or enforce any provision of
this Agreement shall not be construed as a waiver of that provision or any
other provision of this Agreement. No waiver shall be effective against COAST
unless made in writing, and no such waiver shall be construed as a waiver in
any other or subsequent instance. Except as expressly agreed by COAST and Brand
Ambassador, this Agreement constitutes the entire agreement between Brand
Ambassador and COAST with respect to the subject matter, and supersedes all
previous or contemporaneous agreements, whether written or oral, between the
parties with respect to the subject matter. The section headings are provided
merely for convenience, and shall not be given any legal import. Neither this
Agreement nor any right hereunder or interest herein may be assigned or
transferred by Brand Ambassador without the express written consent of COAST.
COAST may assign any or all of its rights and obligations under this Agreement
without Brand Ambassador's written consent to any affiliate or to another third
party affiliate by way of merger, acquisition, consolidation, or sale or transfer
of all or substantially all of COAST's assets or capital stock. Any attempted
assignment, delegation or transfer to a third party in violation hereof shall
be null and void. Subject to the foregoing, this Agreement shall be binding on
the parties and their successors and assigns.

 Commission Appendix

For

Qualifying Orders in a calendar month, COAST will pay to Brand Ambassador
commission payments in accordance with the following table, with the exception
that COAST could have promos that could go to higher percentages as incentive,
all details of such promos to be at COAST's sole discretion and communicated to
Brand Ambassador in due time:

Commission

Percentage

15%
of Net Revenue

20%
of Net Revenue for Special, Invite-Only Brand Ambassadors

For

purposes of this Commission Appendix, each Qualifying Order shall count as one
Qualifying Order, regardless of the number of COAST Products that are purchased
pursuant to such Qualifying Order.

Thank you for visiting https://www.coastdrink.com (the “Site”) and reviewing our Privacy Policy. Our Privacy Policy discloses the privacy practices for this Site, our Brand Ambassador program and applies solely to information collected by this Site and Brand Ambassador site. The Privacy Policy will notify you of the following:  

• What personally identifiable information is collected from you through this Site, how it is used and with whom it may be shared. 
• What choices are available to you regarding the use of your data. 
• The security procedures in place to protect the misuse of your information. 
• How you can correct any inaccuracies in the information. 

Information Collection, Use, and Sharing 

We are the sole owners of the information collected on this Site. When visiting this Site, we have access to and collect certain non-identifiable information, including, but not limited to, which pages you visit on this Site, the length of your visit, and the search terms used to refer you to this Site. In addition, when you purchase items from this Site, we will ask you to voluntarily provide certain identifiable information, including, your name, address, telephone number, e-mail address, and credit card number. We need this information to complete your account registration on this Site and to process, fulfill and notify you about your order. We will not sell or rent this information to anyone. 

 In general, we will use the above information to: 

• Complete your user registration information and contact you regarding your purchase order; 
• Process, fulfill and notify you about your order; 
• Communicate with you, including contacting you in the future to tell you about specials, new products or services, changes to this privacy policy or changes to the terms of service of this Site; and 
• Review orders for potential risk or fraud. 

We will not share your information with any third party outside of our organization, other than as necessary to: 

• Process and fulfill your order; 
• Comply with any legal requirements; or 
• Otherwise protect our rights. 

Your Access to and Control Over Information 

You may opt out of any future contacts from us at any time. You can do the following at any time by contacting us via the email address given on this Site:  

• See what data we have about you, if any. 
• Change/correct any data we have about you. 
• Have us delete any data we have about you. 
• Express any concern you have about our use of your data. 

Security  

We take precautions to protect your information. When you submit sensitive information via this Site, your information is protected both online and offline. Wherever we collect sensitive information (such as credit card data), that information is encrypted and transmitted to us in a secure way. You can verify this by looking for a lock icon in the address bar and looking for "https" at the beginning of the address of the Web page.  

While we use encryption to protect sensitive information transmitted online, we also protect your information offline. Only employees who need the information to perform a specific job (for example, billing or customer service) are granted access to personally identifiable information. The computers/servers in which we store personally identifiable information are kept in a secure environment. 

Cookies  

We use "cookies" on this Site. A cookie is a piece of data stored on a Site visitor's hard drive to help us improve your access to our Site and identify repeat visitors to our Site. For instance, when we use a cookie to identify you, you would not have to log in a password more than once, thereby saving time while on our Site. Cookies can also enable us to track and target the interests of our users to enhance the experience on our Site. Usage of a cookie is in no way linked to any personally identifiable information on our Site. 

Updates 

Our Privacy Policy may change from time to time and all updates will be posted on this page. This Privacy Policy is incorporated into, and considered part of, this Site’s Terms of Service. 

If you feel that we are not abiding by this Privacy Policy, you should contact us immediately at [email protected]. 

EFFECTIVE DATE: November 30, 2020