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Cashback Circle Agreement

This GOODSHOP CASHBACK CIRCLE PROGRAM CUSTOMER AGREEMENT (the “Agreement”) is dated May 24, 2019 (the “Effective Date”), between the Customer agreeing to be bound by this Agreement (the “Customer”) and Goodshop, LLC (“Goodshop”), a Delaware limited liability company.

Article I

Customer Arrangement

1. Coupons.Customer may access and use coupons, discounts, and special offers (collectively, the “coupons”) available at the Goodshop websites, (collectively, the “Website”) to make purchases with various merchants. Each coupon is subject to its own terms and conditions with the applicable merchant. Goodshop does not negotiate with merchants to determine the terms and conditions specific to the coupons and is not responsible for any requirements that the coupons stipulate in order for Customer to receive the benefits or discounts described therein.

2. Commission.Customer will receive commission monies with each coupon used in accordance with the following schedule:

(a) Cashback Commission. When Customer makes a purchase using a coupon, Customer will receive a commission of fifty percent (50%) (the “Cashback Commission”) of the amount Goodshop received through use of the coupon. The amount Goodshop receives through the use of a coupon varies depending on the merchant and is listed on the Website. By way of example, if Goodshop received $10.00 through the Customer’s use of a coupon, Customer will receive $5.00 in a Cashback Commission.

(b) Network Commission. When a Member (defined below) in the Customer’s Network makes a purchase using a coupon, Customer will receive a commission of fifty percent (50%) of the amount the Member received from the Cashback Commission (the “Network Commission”). The Network Commission does not reduce the Member’s Cashback Commission. By way of example, if a Member received $5.00 in Cashback Commission through use of a coupon, Customer will receive $2.50 in Network Commission.

Any commission is subject to change at any time by Goodshop without notice. Customer has no claim to any specific amount of commission that Customer would have received prior to a change. Goodshop may add to or subtract from an unpaid commission if Goodshop determines in its sole discretion that a previously paid commission should have been a different amount. Customer must be in good standing, and not in violation of this Agreement, to be eligible for any commission from Goodshop. Customer is encouraged to visit the Website to view commission amounts.

3. Customer Network.Customer may solicit individuals to become part of the Customer Network in accordance with this Agreement (such individuals the “Members”). Goodshop will provide Customer with a unique referral web page that Customer may use to refer and register Members. Any individual that registers through such unique referral web page will become a Customer subject to this Agreement and the Customer’s Member. Any Customer Network will extend no more than one level such that Customer will not receive any commission or other form of compensation from the use of coupons by a Member of a Customer’s Member.

4. Types of Members.Any Member must be an individual and not a business entity. Goodshop may, at its sole discretion, accept or reject any individual that registers through a Customer’s unique referral page. Furthermore, Goodshop may, at its sole discretion, remove a Member from any Customer Network without notice.

5. Policies; Procedures.Goodshop promulgates a document containing policies and procedures that guide and instruct Customers (the “Policies and Procedures”). These Policies and Procedures are incorporated into and made part of this Agreement. Accordingly, Customer shall comply with these Policies and Procedures. The Policies and Procedures are available through the Website.

6. Cashback Circle Page.Goodshop provides Customers with an online portal that provides Customers with information specific to that Customer’s Network. Customers may send an e-mail invitation to potential Members through this portal.

7. Amendment.Goodshop may amend this Agreement, the Policies and Procedures, or related documents and agreements at any time. An amendment to any of these documents will become effective immediately without notice; provided, however, that any change to this Agreement or the Policies and Procedures will be promptly updated on the website version available at the Website. Customer shall comply with these amendments. Customers continuation of the relationship or any form of business with Goodshop or acceptance of any form of commission after the effective dates of such amendments will constitute acceptance of the amendments.

8. Term; Termination.The term of this Agreement is perpetual unless terminated in accordance with the provisions of this Agreement and is subject to prior cancellation pursuant to the Policies and Procedures. Either party may terminate this Agreement by providing ten (10) days written notice to the non-terminating party. In the event of a termination, Customer waives all rights, including rights to any commission or Customer Network or the benefits thereof. Goodshop may terminate this Agreement if Customer elects to end its relationship with Goodshop.

Article II

Status; Tax; Liability; License

2.1 Customer Status.Customer is a temporary independent contractor and not a Goodshop employee, partner, franchise, or legal representative. Accordingly, Customer will not be treated as an employee of Goodshop for federal or state tax purposes. Goodshop is not responsible for withholding, and will not without or deduct any tax, including the Federal Insurance Contributions Act tax, from any form of compensation that Customer receives. Customer is not entitled to worker’s compensation benefits or unemployment security benefits from Goodshop. Customer certifies that they are at least eighteen (18) years of age.

2.2 Tax Information.Goodshop is not responsible for reporting any tax information to the United States Internal Revenue Service regarding any commission that Customer may receive. Customer acknowledges and accepts full responsibility for any and all tax(es) that Customer may owe on account of any commission or other form of compensation that Customer receives under this Agreement or any agreement that Customer has with Goodshop. Customer shall defend, indemnify, and hold harmless Goodshop for any liability resulting from or arising out of Customer’s failure to adequately report any income or provide any other information to any local, state, or federal taxing authority.

2.3 Release of Liability.Customer releases Goodshop and its subsidiaries and/or Customers from all liability arising from or relating to Customer’s promotion or operation of the Customer Network and any activities related to such promotion or operation, including the presentation of Goodshop offerings, applications, or provided coupons. Customer shall indemnify Goodshop for any liability, damages, fines, penalties, or other awards arising from any unauthorized conduct that Customer undertakes in operating any Goodshop related business including but not limited to the development of the Customer Network and representations made to Members or potential Members.

2.4 License.Customer grants Goodshop an irrevocable license to reproduce and use Customer’s name, photograph, and/or likeness in creating and maintaining the unique referral page for Customer. Customer waives all claims of remuneration for such use and the right to inspect or approve all draft, beta, preliminary, or finished material.

Article III

General Provisions

3.1 Successors and Assigns.Except as expressly provided in this Agreement, each and all of the covenants, terms, provisions, conditions and agreements herein contained shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto.

3.2 Article; Section Headings.The article and section headings used in this Agreement are inserted for convenience and identification only and are not to be used in any manner to interpret this Agreement.

3.3 Severability.Each and every provision of this Agreement is severable and independent of any other term or provision of this Agreement. If any term or provision hereof is held void or invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the remainder of this Agreement.

3.4 Governing Law.This Agreement is governed by the laws of the State of California, without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California. In the event of a dispute between a Customer and Goodshop arising from or relating to this Agreement, the Goodshop business or program, or the rights and obligations of either party, the parties shall resolve the dispute as more fully described in the Policies and Procedures. If any court action is necessary to enforce the terms and conditions of this Agreement, the parties hereby agree that the applicable court in Los Angeles County, California, shall be the sole jurisdiction and venue for the bringing of such action.

Suit Timetable.If a party wishes to bring an action against the other party for any act or omission relating to or arising from this Agreement, such action must be brought within one (1) year from the date on which the party knows, or through reasonable diligence should know, of the conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against the other party for such act or omission. The parties waive all claims that any other statute of limitations applies.

3.5 Entire Agreement.This Agreement, and all references, documents, or instruments referred to herein, contains the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein. The parties have expressly not relied upon any promises, representations, warranties, agreements, covenants, or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes any and all prior written or oral agreements, understandings, and negotiations between the parties with respect to the subject matter contained herein.

3.6 Attorney’s Fees.If any legal action (including arbitration) is necessary to enforce the terms and conditions of this Agreement, the prevailing party will be entitled to costs and reasonable attorney’s fees.

3.7 Amendment; Assignment.Customer cannot amend this Agreement without prior, express written consent from Goodshop. Any attempt to transfer or assign the Agreement without the prior, express written consent from Goodshop renders the Agreement voidable at the option of Goodshop and may result in termination of Customer’s Network or other business with Goodshop.

3.8 Waiver.Any waiver by either party of any breach of this Agreement must be in writing and signed by an authorized agent of the party against which the waiver is asserted. Any waiver of a breach by a party will be a one-time waiver only and will not operate or be construed as a waiver of any subsequent breach.

3.9 Notices.

(a) Method and Delivery.All notices, requests and demands hereunder shall be in writing and delivered by hand, by Electronic Transmissions, by mail, or by recognized commercial over-night delivery service (such as Federal Express or UPS), and shall be deemed given (i) if by hand delivery, upon such delivery; (ii) if by Electronic Transmissions, upon telephone confirmation of receipt of same; (iii) if by mail, fortyeight (48) hours after deposit in the United States mail, first class, registered or certified mail, postage prepaid; (iv) if by telegram, upon telephone confirmation of receipt of same; or, (v) if by recognized commercial over-night delivery service, upon such delivery.

(b) Consent to Electronic Transmissions.Each party hereby expressly consents to the use of Electronic Transmissions for communications and notices under this Agreement. For purposes of this Agreement, “Electronic Transmissions” means a communication (i) delivered by facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the sending party; and, (ii) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.

3.10 Time.All parties acknowledge that time is of the essence as to this Agreement.

3.11 No Third-Party Beneficiaries.This Agreement has been entered into solely by and between Goodshop and Customer, solely for their benefit. There is no intent by either party to create or establish a third-party beneficiary to this Agreement, and no such third party shall have any right to enforce any right, claim, or cause of action created or established under this Agreement.