Affiliate Agreement

Please read and fill out the affiliate agreement to open your new affiliate account.

This Account Executive Agreement (“Agreement”) is made and entered into as of the date first set forth above (the “Effective Date”), by and between Credex Options Inc., a Delaware Corporation (the “Company”) and [_______________], a [natural person] [State - limited liability company/corporation, etc.] (“Agent”). Each of the Company and Agent may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Company is engaged in the business of manufacturing and/or distributing various products (the “Business”);WHEREAS, Agent is in the business of marketing, and selling products to customers and Agent desires to provide sales leads to the Company in accordance with the terms and conditions of this Agreement to Agent’s pre-existing and future customer leads;WHEREAS, the Company desires to engage Agent, and Agent desires to be engaged by the Company, on a non-exclusive basis, to render the Services (as hereinafter defined) in connection with the Business to and on behalf of the Company and its subsidiaries and affiliated entities, upon the terms and subject to the conditions and limitations set forth herein.NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions. For purposes herein: (a) “Affiliate” means, with respect to a specified Person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, the specified Person.

(b) “Business Day” shall mean a day other than a Saturday, Sunday, or a federal or state holiday as recognized in the state of Florida.

(c) “Control” means (a) the possession, directly or indirectly, of the power to vote 10% or more of the securities or other equity interests of a Person having ordinary voting power, (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, by contractor otherwise, or (c) being a director, officer, executor, trustee or fiduciary (or their equivalents) of a Person or a Person that controls such Person.

(d) “Firm Purchase Order” shall mean a Purchase Order that has been submitted by a Customer to Company and subsequently accepted in writing by Company.

(e) “Governmental Authority” shall mean any applicable domestic federal, state, municipal, local, territorial, or other governmental department, regulatory authority, or judicial or administrative body, including, but not limited to, the United States Food and Drug Administration, or any successor agency.

(f) “Law” or “Laws” shall mean all present and future laws, as amended from time to time, including, without limitation, any rules, orders, ordinances, regulations, statutes, requirements, codes, executive orders, binding restrictions, rules of common law, and any judicial interpretations thereof, extraordinary as well as ordinary, of all Governmental Authorities, and all rules, regulations, and government orders with respect thereto.

(g) “Liabilities” means liabilities, obligations or responsibilities of any nature whatsoever, whether direct or indirect, matured or un-matured, fixed or unfixed, known or unknown, asserted or unasserted, choate or inchoate, liquidated or unliquidated, secured or unsecured, absolute, contingent or otherwise, including any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost or expense

(h) “Losses” means any losses, damages, deficiencies, Liabilities, assessments, fines, penalties, judgments, actions, claims, costs, disbursements, fees, expenses or settlements of any kind or nature, including legal, accounting and other professional fees and expenses.

(i) “Marks” shall mean names, trade names, logos, trademarks, service marks, labels, or other marks, whether registered or unregistered, of the Company.

(j) “Person” means a natural person, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

(k) “Purchase Order” shall mean a commercial document and official offer issued by a customer to the Company indicating types, quantities, and pricing of the Products, on a form as provided by the Company.

(l) “Representatives” shall mean the Party’s directors, managers, members, officers, employees, agents, consultants, and advisors.

(m) “Third Party” shall mean any Person other than a Party or an Affiliate of a Party.

2. Engagement. In exchange for the compensation as set forth herein and subject to the other terms and conditions hereinafter set forth, the Company hereby engages Agent during the Term (as defined below), on a non-exclusive basis, to render the Services set forth in Section 3 and subject to the other terms and conditions herein, as an independent contractor of the Company, and Agent hereby accepts such engagement.

3. Services.(a) Services. Subject to the terms and conditions herein and for the Term, Agent shall provide the Company with the Services as set forth in this Section 3, together with such additional services as agreed to by the Company and Agent in writing following the Effective Date (collectively, the “Services”).

(b) Appointment and Customers. The Company hereby appoints Agent as Company’s nonexclusive representative for the solicitation of purchase orders for Products from prospective new or additional customers (each, a “Customer”), in accordance with the terms and conditions of this Agreement.

(c) Commissions. Are defined in exhibit B.

(d) Sales Responsibilities. The products the Agent is authorized to sell and promote throughout this Agreement shall be named in writing as Exhibit A to this Agreement (the “Products”) and may be amended from time to time at the sole discretion of Company. Agent shall only be granted the right to sell products outside the scope of Exhibit A by addendum to this Agreement and signed by the Company and the Agent. During the Term Agent is a nonexclusive agent meaning the Company shall have other agents appointed to sell the same or similar products Agent is appointed to sell. Agent agrees to use its commercially reasonable efforts to:

• (i) Develop the market for, and promote the sale of, the Products and diligently engage in the marketing, distribution, and sale thereof;

• (ii) maintain marketing, sales, and agents who are properly trained to support the sale of the Products in accordance with the terms of this Agreement and the laws of their state, to provide appropriate education to retailers desiring to use the Products; and

• (iii) devote such time, energy, and skill on a regular and consistent basis as is necessary to sell and promote the sale of Company’s Products in compliance with the expectation goals set out by Company for Agent during the term of this Agreement.

• (iv) Agent will contact all his/her accounts every 10-15 days for service and future orders. If accounts are not serviced on an ongoing basis then agents account could be terminated.

• (e) Efforts. Agent will use its commercially reasonable efforts to provide the Services using the best of its professional skills and in a manner consistent with generally accepted standards for the performance of such work. Agent shall return to Company headquarters within five (5) business days of any termination of this Agreement any product or promotional material within the possession of the Agent. Agent shall provide the Company with bi-monthly written status reports detailing the active pipeline of target customers and confirming delivery dates of open projects.

• (f) No Warranty. Agent is not authorized to extend any warranty or guarantee or to make representations or claims with respect to Products or the Company’s services.

4. Order Form. The Company shall provide Agent with a Company Order Form for all sales that shall take place pursuant to this Agreement. All orders from potential customers shall be presented to Company for acceptance or rejection and Agent does not have any authority on behalf of Company to accept or reject or shall make any promises as to acceptance of orders. The Company shall have the right to accept or reject any Purchase Order from any potential customer, and if Company elects to reject a Purchase Order no compensation shall be due to Agent with respect thereto. If a supply shortage shall occur, it is Company’s sole discretion as to the manner product shall be allocated to potential customers.

5. Pricing. When pricing the Products to the consumer, Agent agrees to price the Products solely as set forth on Exhibit A, in accordance with Unit Cost to Customer (“Unit Cost”) as set forth therein. Unit Cost will be reviewed on a weekly basis and the Company may change Unit Cost from time to time. Any change in the Unit Cost shall not impact the price set forth in a Firm Purchase Order accepted by the Company prior to the effective date of the price change. The Company shall provide Agent with written notice of any proposed change to the Unit Cost not less than seven (7) days prior to the proposed effective date of such change. Such change in Unit Cost shall be substituted for and become a new Exhibit A from that point forward until substituted again. The Unit Cost set forth in Exhibit A excludes shipping expenses to deliver product to destination designated by Agent (including any applicable taxes, duties, etc.). Any such changes may be communicated to Agent via email in which event Exhibit A shall be deemed updated accordingly.

6. Actions Under Company Marks. Agent agrees that it shall promote and market the Products only under Marks and shall have no right to otherwise alter the Marks without approval from the Company. Except as specifically provided herein, Agent will not use any Marks, nor use any word, mark, symbol, or name which may lead to confusion in the marketplace.

7. Promotion and Marketing. All marketing efforts including, without limitation, any internet marketing or reference to the Products, shall be conducted in compliance with all Laws governing the promotion, marketing, use, sale, and distribution of the Products. Agent shall not make any false or misleading representation to customers or others regarding any Product or make any claims, statements, or representations that are inconsistent with or broader than the written representations made by Company to Agent with respect to each Product.

8. Expenses. Agent shall be responsible for all expenses incurred by it in connection with the implementation and performance of its duties and obligations under this Agreement, including, but not limited to: (i) all expenses incurred in fulfilling its services contemplated in this Agreement; (ii) legal and regulatory expenses; (iii) salaries for its personnel; and (iv) marketing, promotional expenses, and third party testing services.

9. Terms and Conditions. The Parties agree that all Firm Purchase Orders issued by Customers and any order acceptance or acknowledgements issued by Company shall be subject to the terms and conditions of this Agreement.

10. Compliance with Laws and Regulatory Matters. The Parties shall also at all times comply with all Laws and follow all generally accepted industry standards in accordance all applicable regulatory agencies, applicable to the sale and distribution of Products and to the operation of Parties’ business, including without limitation federal, state and local anti-dumping and consumer protection laws. Parties shall procure all permits, licenses and insurance (including, without limitation, workers’ compensation or similar coverage) necessary or required by any Governmental Authority to perform its obligations under this Agreement. Each Party shall, upon request by the other Party, promptly provide to the other Party written evidence of each and all such compliance.

11. Complaints.The Company and Agent shall each provide the other with written notification of any complaint or adverse claim related to any Product within five (5) Business Days of such Party’s receipt thereof. Each Party agrees to provide reasonable assistance and cooperation to the other Party in the investigation and resolution of any such complaint or claim.

12. Recall.In the event Company believes that it may be necessary to conduct a field correction, market withdrawal, stock recovery, or other similar action with respect to any Product (collectively defined as a “Recall”), the Company shall have sole authority, as between the Company and Agent, with respect to such Recall and the Parties shall work together to safely and effectively conduct such Recall as quickly and efficiently as possible. Agent shall provide the Company with reasonable access to those customers of Agent affected by the Recall, to the extent practicable, and all information received or compiled by Agent from such customers or otherwise with respect to such Recall, except as otherwise prohibited by Law. In the event that such recall results from the negligence or willful misconduct of Agent, Agent shall be responsible for the expenses of the Recall. In the event that such recall results from the negligence or willful misconduct of Company, Company shall be responsible for the expenses of the Recall.

13. No Employee Status, No Securities Sales. The Parties acknowledge and agree that Agent is an independent contractor and is not an employee or agent of Company in its position as a consultant and advisor. As such, Company shall not be liable for any employment tax, withholding tax, social security tax, worker’s compensation or any other tax, insurance, expense or liability with respect to any or all compensation, reimbursements and remuneration Agent may receive hereunder, all of which shall be the sole responsibility of Agent. Agent is solely responsible for the reporting and payment of, all pertinent federal, state, or local self-employment or income taxes, licensing fees, or any other taxes or assessments levied by Governmental Authorities, as well as for all other liabilities or payments related to those services. The Parties also acknowledge and agree that Agent is not a licensed securities broker or salesperson, and that Agent will not be participating in, nor compensated for, any unlicensed securities sales activities other than those permitted under any of the SEC exemptions.

14. Term; Termination; Additional Commissions.
(a) The term of this Agreement shall commence on the Effective Date and shall continue for a period of one year thereafter (the “Initial Term”), unless sooner terminated in accordance with the terms herein. The Initial Term will automatically renew for successive one-year terms (each a “Renewal Term”, and collectively the Initial Term and Renewal Term will be called the “Term”).

(b) The Term may be terminated at any time by either Party on notice to the other Party.

(c) If this Agreement and the Term are terminated by either Party, then, upon such termination, the Parties shall have no further rights or obligations hereunder other than those which arose prior to such termination or are explicitly set forth herein as surviving such termination.

15. Relationship of the Parties. Agent is retained by the Company only for the purposes of and to the extent set forth in this Agreement, and Agent’s relation to the Company during the period of its engagement hereunder shall be that of an independent contractor. Agent shall not, nor, as applicable, shall any of its agents, employees or contractors have employee status with the Company or be entitled to participate in any plans, arrangements or distributions by the Company pertaining to or in connection with any pension, stock, bonus, profit-sharing or similar benefits as may be available to the Company’s employees. Agent shall be responsible for the reporting and payment of all income and self-employment taxes for all compensation paid to Agent or any of its agents, employees or contractors hereunder. This Agreement does not create a relationship of principal and agent, joint venture, partnership or employment between the Company and Agent. Agent’s engagement hereunder is not a franchise or business opportunity. Neither Party shall be liable for any obligations incurred by the other except as expressly provided herein. Agent shall not have authority to enter into contracts binding the Company or to create any obligations or incur liabilities on behalf of the Company. Agent shall not act or represent itself, directly or by implication, as an agent of the Company with any authority other than as set forth expressly in this Agreement. Any person hired by Agent shall be the employee of Agent and not of the Company, and all compensation, payroll taxes, facilities and related expenses for any such employee shall be the sole responsibility of Agent.

16. Trade Names and Trademarks. Agent agrees that it will use only such trade names, trademarks or other designations of the Company, or any simulations thereof as may be authorized in writing by the Company. All such use shall be in accordance with the Company’s instructions and any such authorization may be withdrawn or modified at any time. Agent will, in the event this Agreement is terminated, cease all use of any of the Company’s trade names, trademarks or other designations or other simulations thereof. Agent will not register or attempt to register or assert any right of ownership in any of the Company’s trade names, trademarks or other designations or any simulations thereof. Agent shall immediately notify the Company in writing upon learning of any potential or actual infringement of any trademark, patent, copyright or other proprietary right owned by or licensed to the Company, or of any actual or potential infringement by the Company of the rights of any third party.

17. Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and such other Party’s Affiliates and each of their respective directors, officers, managers, partners, employees, agents, equity holders, successors and assigns (each, an “Indemnified Party”), from and against any and all Losses incurred or suffered by any Indemnified Party arising out of, based upon or resulting from any breach of any representations or warranties of the Indemnifying Party herein or breach by the Indemnifying Party of, or any failure the Indemnifying Party to perform, any of the covenants, agreements or obligations contained in or made pursuant to this Agreement by the Indemnifying Party. The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable, for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such claim.

18. Miscellaneous.
(a) Notices. All notices under this Agreement shall be in writing. Notices may be served by certified or registered mail, postage paid with return receipt requested; by private courier, prepaid; by other reliable form of electronic communication; or personally. Mailed notices shall be deemed delivered five (5) days after mailing, properly addressed. Couriered notices shall be deemed delivered on the date that the courier warrants that delivery will occur. Electronic communication notices shall be deemed delivered when receipt is either confirmed by confirming transmission equipment or acknowledged by the addressee or its office. Personal delivery shall be effective when accomplished. Any Party may change its address by giving notice, in writing, stating its new address, to the other Party. Subject to the forgoing, notices shall be sent as follows:

If to the Company:
Credex Options
1881 General George Patton Dr.
Suite 107
Franklin, TN, 37067

If to Agent, to the address set forth below Agent’s signature on the signature page hereof.

(b) Entire Agreement. This Agreement sets forth all the promises, covenants, agreements, conditions and understandings between the Parties, and supersedes all prior and contemporaneous agreements, understandings, inducements or conditions, expressed or implied, oral or written, except as herein or therein contained.

(c) Survival. The provisions of Section 14, Section 16, Section 17 and Section 18 of this Agreement, and such additional provisions as required to give effect thereto, shall survive any termination or expiration hereof, and provided that no expiration or termination of this Agreement shall excuse a Party for any liability for obligations arising prior to such expiration or termination.

(d) Binding Effect; Assignment. This Agreement shall be binding upon the Parties, their heirs, administrators, successors and assigns. The Company reserves the right in its sole discretion to assign this Agreement and the interest, rights and obligations of the Company hereunder, including any rights to proceed under this Agreement for any claims related to this Agreement or the transactions contemplated herein, to any other Person, and the Company may so assign this Agreement and such interest, rights or obligations on notice to the Agent. Agent may not, and has no power to, assign or transfer this Agreement, or any of its interest, rights or obligations hereunder, including any rights to proceed under this Agreement for any claims related to this Agreement or the transactions contemplated herein, or delegate its duties hereunder, to any Person without the written consent of the Company and any such assignment or delegation in violation of this provision shall be null and void and of no force or effect.

(e) Amendment; Headings; Waiver. Other than as specifically set forth herein, no amendment, modification, termination, discharge or change (collectively, “Amendment”) of this Agreement shall be valid and effective, unless the Parties shall unanimously agree in writing to such Amendment. The article and section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of the Agreement. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom it is asserted, and any such written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver.

(f) Governing Law, Etc.

• (i) This Agreement and all matters based upon, arising out of or relating in any way to the transactions contemplated herein (the “Transactions”) including all disputes, claims or causes of action arising out of or relating to the Transactions as well as the interpretation, construction, performance and enforcement of this Agreement, shall be governed by the laws of the United States and the State of Florida, without regard to any jurisdiction’s conflict-of-laws principles.
• (ii) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN SHALL BE INSTITUTED SOLELY IN THE STATE OF CALIFORNIA COURTS OR THE FEDERAL COURTS OF THE UNITED STATES, IN EACH CASE LOCATED IN WILLIAMSON COUNTY, TENNESSEE AND EACH PARTY IRREVOCABLY SUBMITS TO THE PERSONAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
• (iii) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 18(f)(iii).
• (iv) Each of the Parties further acknowledge that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

(g) Severability; Expenses; Further Assurances. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Except as otherwise specifically provided in this Agreement, each Party shall be responsible for the expenses it may incur in connection with the negotiation, preparation, execution, delivery, performance and enforcement of this Agreement. The Parties shall from time to time do and perform any additional acts and execute and deliver any additional documents and instruments that may be required by Law or reasonably requested by any Party to establish, maintain or protect its rights and remedies under, or to effect the intents and purposes of, this Agreement.

(h) Assignment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No Party shall have any power or any right to assign or transfer, in whole or in part, this Agreement, or any of its rights or any of its obligations hereunder, including, without limitation, any right to pursue any claim for damages pursuant to this Agreement or the transactions contemplated herein, or to pursue any claim for any breach or default of this Agreement, or any right arising from the purported assignor’s due performance of its obligations hereunder, without the prior written consent of the other Party and any such purported assignment in contravention of the provisions herein shall be null and void and of no force or effect.

(i) Execution in Counterparts, Electronic Transmission. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Exhibit A - MSRP

Products and Unit Cost to Customer Starter Pack = 10 Bags, Half Case = 50 Bags, Single Case = 100 Bags

Exhibit B - Commissions

Products and Unit Cost to Customer Starter Pack = 10 Bags, Half Case = 50 Bags, Single Case = 100 Bags

Please fill out the information below to accept the agreement and create your affiliate account: