AGREEMENT

THIS AGREEMENT is made as of the date listed on this Agreement between the undersigned ("Coach")

and Tress Marketing Solutions, LLC (“TMS”) (collectively as the “Parties”).

WHEREAS, TMS owns and administers the FASTer Way to Fat Loss® (“FWTFL”);

WHEREAS, TMS owns all intellectual property rights, and the rights to license such rights, related to the

FWTFL (“TMS Intellectual Property”);

WHEREAS, TMS created a program to become a certified FWTFL Certified Coach (“FWTFL Coach

Certification Program”), which allows those who complete the certification process to become

coach affiliates for the FWTFL program (“FWTFL Coach Affiliate”);

WHEREAS, Coach would like to enroll in the FWTFL Coach Certification Program, upon completion of

which, Coach will become a FWTFL Coach Affiliate.

The Parties agree to the following:

1. FWTFL Coach Certification Program. Upon receipt of Coach’s FWTFL Coach Certification

Program Registration fee, Coach will receive access to the FWTFL Coach Certification Program.

Upon completion of the FWTFL Coach Certification Program, which includes the final test, Coach

will become eligible for the FWTFL Coach Affiliate Program, as described below. This Agreement

governs Coach’s use of any TMS Intellectual Property included in the FWTFL Coach Certification

Program (See Paragraph 13).

2. FWTFL Coach Affiliate Program. Coach will be eligible for the FWTFL Coach Affiliate

Program only upon completion of the FWTFL Coach Certification Program. This Agreement

governs Coach’s use of any TMS Intellectual Property included in the FWTFL Coach Certification

Program (See Paragraph 13).

As a FWTFL Coach Affiliate, Coach may begin hosting FWTFL Bootcamps, in alignment with the

instructions provided in the FWTFL Coach Certification Program, which includes hosting an

accountability group on Facebook. TMS will provide scripts for prompts to be used by the FWTFL Coach

Affiliate in the FWTFL Bootcamp Facebook groups.

FWTFL Coach Affiliate will receive an affiliate URL for consumers interested in purchasing the FWTFL.

All purchases must be made using Coach’s FWTFL Coach Affiliate URL to be eligible for Affiliate

Commissions, as defined below.

All enrollments in the FWTFL are priced at $199 for new clients. The program cannot be used in

giveaways or given as barters for promotion.

3. Affiliate Commission. TMS will process all FWTFL transactions through its web-based check

out platform. Coaches will receive 75% commission from all affiliate sales generated through

Coach’s FWTFL Coach Affiliate URL. TMS will pay valid commissions owed to Coach every

other week.

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FWTFL Coach Affiliates will receive up to 75% commission on ancillary products (e.g., FWTFL branded

cookbook) of the FWTFL sold through Coach’s FWTFL Coach Affiliate URL.

Coach understands and agrees that all purchases Coach’s FWTFL Coach Affiliate URL to be

eligible for commission.

4. Premier Coach Status. Coaches will receive a bonus for any person they refer to the FWTFL

Coach Certification Program (“Referral Coach”) and the Referral Coach will be placed on Coach’s

team. To be considered a Referral Coach, the Referral Coach must participate in a FWTFL round

with Coach. If the Referral Coach refers 5 or more paying clients to the FWTFL Coach

Certification Program, they will become a “Premier Coach.” The Premier Coach will receive 10%

of the Referral Coach’s sales processed through TMS check out platform. There is no limit to the

number of Referral Coaches the Premier Coach can lead. 10% commission for each FWTFL sale

will go to the Premier Coach associated with each transaction.

In TMS’s sole discretion, Premier Coaches who recruit Referral Coaches who are later promoted to

Premier Coach will earn additional bonuses and non-cash incentives (e.g., trips, agency services).

This is at maximum a two-tier affiliate commission structure. TMS is not creating a multi-level

marketing company.

5. Cancellation Policy. If Coach’s FWTFL Coach Certification Program includes appointments, all

appointments must be cancelled within 48 hours of set date. If Coach needs to reschedule

appointment dates, payment made will be applied to a future course or service scheduled within 60

days of cancellation.

6. Term.

a. The term of this Agreement shall be from the date the Coach signs the Agreement and

pays the Program Registration Fee (as defined below) through August 31, 2019 (“Initial Term”). Upon

expiration of the Initial Term, the Program Registration Fee will automatically renew annually in one-

year terms unless terminated by either Party (the “Renewal Term”).

b. Auto-renewal of this Program Agreement shall be subject to termination at the election of

the Parties, by written notice, with a minimum thirty (30) day notice prior to the date of the auto-

renewal. If such notice is not received, the auto-renewal of the Renewal Term will be completed and

Coach will be subject to any fees due upon renewal.

7. Program Fees. Upon registration in the FWTFL Coach Certification Program, Coach shall pay a

payment of $2,995 USD (Tier 1) –or- $5,995 (Tier 2) as a Program Registration Fee to TMS for

the Initial Term. Prior to the start of each subsequent Renewal Term, Coach’s original payment

method will be automatically debited the annual $99 USD renewal fee (“Renewal Fee”).

Continuing as a FWTFL Coach Affiliate is dependent upon payment of the Renewal Fee.

TMS reserves the right to modify the Renewal Fee in its sole discretion. Upon modification of the

Renewal Fee, TMS will notify Coach and offer the right to reject any auto-renewals.

8. Termination.

a. This Agreement may be terminated, postponed or delayed, in whole or in part, by the

Parties upon 7 days’ written notice to the other party.

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b. Refunds are not available for the Program Registration Fee or RenewalFees.

c. If this Agreement is terminated, TMS will pay FWTFL Coach Affiliate Commissions

earned through the Termination Date.

d. Termination or expiration of this Agreement shall not extinguish either Parties’

obligations under this Agreement which by their terms continue after the date of termination or

expiration.

e. Upon termination of this Agreement, Coach shall cease all use of the TMS Intellectual

Property.

9. Status. Coach is an independent contractor. TMS shall not be liable to Coach for expenses paid or

incurred by Coach, except for those fees that the Parties agree to in writing. Coach understands

that Coach is responsible to pay, according to law, Coach’s income and employment related taxes.

Neither Coach nor Coach’s agents or subcontractors shall be entitled to and waives any and all

claims to any employee benefits as a result of Coach’s relationship with TMS.

It is understood by the Parties that the relationship established by this Agreement is one of an independent

contractor serving as a FWTFL Coach Affiliate and not an employment relationship, joint venture,

partnership, or otherwise. Coach is not authorized to enter contracts or agreements or create obligations

on behalf of TMS to third parties unless otherwise indicated by TMS, inwriting.

10. Confidentiality. The Parties agree that neither party shall authorize the other to disclose to any

third party any confidential information without prior written consent, except as may be necessary

to establish or assert rights hereunder, as required by the laws of the applicable jurisdiction or by

court order. Confidential Information includes business methods, business policies, business

strategies, business plans, procedures, techniques, research, or any other relevant details relating to

or dealing with the business operations or activities of the Parties. Confidential information is not

limited to a specific medium and can be oral, written or physical in format. The confidentiality

obligations set forth in this Agreement shall survive 10 years after termination or expiration of the

Agreement.

11. Indemnification. TMS agrees to defend, indemnify and hold Coach, its affiliated companies and

its respective employees, officers, directors, trustees and agents harmless from and against any and

all losses, claims, suits, actions, liabilities, obligations, costs and expenses (including reasonable

attorneys’ fees and costs) which they suffer as a result of (i) the negligence or intentional

misconduct of TMS; or (ii) product liability or death, personal injury, or property damage arising

out of, or relating to, TMS’s products or services.

Coach agrees to defend, indemnify and hold TMS, its affiliated companies and its respective employees,

officers, directors, trustees and agents harmless from and against any and all losses, claims, suits, actions,

liabilities, obligations, costs, and expenses (including reasonable attorneys’ fees and costs) which they

suffer as a result of this Agreement, other than those that arise as a result of TMS's negligence or

intentional misconduct.

12. Disclaimer. TMS has made every effort to ensure that all business services have been tested for

accuracy. There is no guarantee that Coach will see positive results to its business using the

techniques and materials provided by TMS. TMS assumes no management responsibility for

Coach's decisions or for policies or practices that Coach implements.

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Any statements related to income or earnings potential, regardless of medium, are examples of what may

be possible in the future. TMS makes no guarantees regarding results, present or future. TMS is not

responsible for Coach's earnings, income, sales, or any other business performance as a result of this

Agreement.

13. Ownership of Intellectual Property. FASTer Way to Fat Loss is a registered trademark of TMS.

Under this Agreement, TMS Intellectual Property refers to all intellectual property owned by TMS

related to FWTFL, such as trademarks, trade dress, and copyrighted materials.

As a FWTFL Coach Affiliate, TMS grants Coach a limited, non-exclusive right, license, and privilege to:

a. Display TMS Intellectual Property for purpose of promoting the FWTFL Coach Affiliate

Program and consumer enrolment in the FWTFL;

b. Display scripts provided as part of the FWTFL Coach Certification Program for

Bootcamps in Facebook groups;

c. Refer to Coach as a FWTFL Certified Coach.

Coach is expressly prohibited from:

a. Altering the TMS Intellectual property in any way. This includes the FWTFL logo,

typography, color scheme, and brand name, “FASTer Way to FatLoss.”

b. Creation of derivative works, incorporating in whole or in part, TMS Intellectual

Property. This includes, but is not limited to, creation of similar programs or

supplemental product lines (e.g., FWTFL cookbooks or PDF printables);

c. Using the TMS Intellectual Property in any way not explicitly stated in this Agreement.

d. Bundling non-FWTFL products in advertisements for FWTFL programs (e.g., offering a t-

shirt for anyone who signs up).

TMS reserves the right, in its sole discretion, to require Coach to modify inappropriate uses of the TMS

Intellectual Property. If such changes are not made, TMS reserves the right to terminate this Agreement

immediately.

Any TMS Intellectual Property provided to Coach for use in the FWTFL Coach Certification Program, is

for Coach's individual use only, unless otherwise stated. Coach is not authorized to use or transfer any of

the TMS Intellectual Property. All TMS Intellectual Property remains the property of TMS. No license to

sell or distribute is granted or implied, other than the limited rights explicitly stated in this Agreement.

Coach is permitted to use the TMS Intellectual Property only while Coach’s certification is active.

At any time, if Coach fails to renew this Agreement or the Agreement is terminated, all licenses to

the TMS Intellectual Property will be immediately revoked.

14. Non-Compete. Coach agrees that Coach will not, at any time, during the Term, promote services

for a competitor that focuses on intermittent fasting or carb-cycling programs.

Coach agrees that Coach will not, at any time, during the Term and for a period of one (1) year create a

competing program related to intermittent fasting or carb-cycling.

15. Non-Solicitation. Coach agrees that during the term of this Agreement, and for one (1) year

following the termination of this Agreement, Coach shall not directly or indirectly solicit or

attempt to solicit any customers, TMS or FWTFL customers, or employees of TMS, other than on

behalf of TMS itself, without express written agreement from TMS

16. Non-Circumvention. Coach agrees that it will not directly or indirectly contact any TMS or

FWTFL customer regarding services of the type offered by TMS, such as intermittent fasting or

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carb-cycling programs, or otherwise take any action to interfere with or otherwise circumvent

TMS’s business relationships or opportunities.

17. Testimonials. Coach may solicit a) before and after photos and b) testimonials from FWTFL

clients participating in Coach’s bootcamps. Coach is responsible for obtaining all necessary

permissions, including but not limited to, likeness and biographical information releases, from the

FWTFL client providing the information.

All Testimonials provided by FWTFL clients remain the property of FWTFL. These testimonials must

refer to FWTFL, not solely to Coach. In the event that this Agreement is terminated, Coach may not

continue to use the testimonials obtained from FWTFL clients who participated in Coach’s bootcamps.

Coach may not solicit new testimonials from FWTFL clients after the Term of this Agreement.

18. Coach Guidelines. Coach understands and agrees that Coach will abide by the following:

a. Brand Integrity and Style Guidelines;

b. the Policies and Best Practice Guide for Certified Coaches; and,

c. Coach FTC Guidelines.

These documents are available in the Coach Portal. TMS reserves the right to update these documents at

any time. It is Coach’s responsibility to periodically review and ensure that Coach is adhering to all

requirements outlined in these documents. TMS will notify all FWTFL coaches of changes to these

documents in the Coach Facebook Group.

Please note that the Coach Guidelines contain all permissible advertising that Coach may engage in to

promote FWTFL.

19. Public Relations. Coach is prohibited from: speaking to media on behalf of FWTFL or TMS; or

responding to public relations matters, unless these activities are approved by a member of the TMS

team.

20. Non-Disparagement. Coach agrees that during the Term or after the Term, that Coach will not

directly or indirectly make or publish any disparaging comments about: a) FWTFL; b) the FWTFL

Coach Certification Program; c) TMS; d) any FWTFL client; e) any other FWTFL coach; f)

Amanda Tress; or g) any other individuals associated with FWTFL which may not fall into other

categories.

21. Representation of Certification. Upon completion of the FWTFL Coach Certification Program,

Coach may refer to herself as a FWTFL Certified Coach. Coach may not claim any credentials that

are not accurate. For example, if Coach is not a certified personal trainer, Coach should not refer to

herself as a trainer.

22. Availability and Communication. As a Coach, you will work with participants in the FWTFL

program. It is TMS’s expectation that all inquiries from FWTFL clients in Coach’s bootcamps will

be responded to within 1 business day. At no time should Coach engage in public disagreements

with FWTFL clients.

23. Coach Facebook Group. All Coaches are required to be members of the FWTFL Coach

Facebook group. From time to time, if updates are made to the FWTFL program, TMS may post

updates within the Facebook Group. Coach understands and agrees that Coach must watch these

updates to ensure they are aware of all aspects of the updates and changes.

24. Limitation of Liability. Coach agrees that it has used TMS's services at its own risk. Coach

releases TMS from any and all claims of damages that may result from any claims arising from

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this Agreement, all actions, causes of action, contract claims, suits, costs, demands, and damages

of whatever nature or kind in law or in equity arising from this Agreement. TMS assumes no

responsibility for errors or omissions in any written materials or correspondence to Coach.

EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED OTHERWISE IN THIS AGREEMENT OR

ANY OTHER AGREEMENT BETWEEN THE PARTIES, UNDER NO CIRCUMSTANCES,

INCLUDING ANY BREACH OR ALLEGED BREACH OF THIS LICENSING AGREEMENT BY

EITHER PARTY OR ANY OTHER PERSON AND THE FAILURE OF THE ESSENTIAL PURPOSE

OF ANY REMEDY SHALL A PARTY OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS,

MANAGERS, MEMBERS, PARTNERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS,

AND/OR REPRESENTATIVES HAVE ANY LIABILITY OR OBLIGATION TO THE OTHER PARTY

OR TO ANY OF THE OTHER PARTY’S OFFICERS, DIRECTORS, SHAREHOLDERS, MANAGERS,

MEMBERS, PARTNERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS AND/OR

REPRESENTATIVES FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES, ANY LOST

PROFITS, ANTICIPATED INCOME OR PROFITS OR OTHER SIMILAR DAMAGES, ANY

SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY DAMAGES OTHER THAN, OR IN

A D D I T I O N TO , A C T U A L D A M A G E S A N D / O R O T H E R D I R E C T D A M A G E S .

NOTWITHSTANDING THE FOREGOING OR ANY CONTRARY PROVISION OF THIS

AGREEMENT, NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT ANY PARTY’S

INDEMNITY OBLIGATIONS FOR THIRD-PARTY ACTIONS, CLAIMS, OR PROCEEDINGS.

25. Insurance. Because the FWTFL involves health, wellness, and fitness, it is recommended that the

Coach review their insurance policies with an insurance provider and/or attorney. Please note that

since TMS is not an insurance agency, broker, or licensed to provide any insurance services, TMS

cannot offer any advice or guidance relating to any insurance policies offered. Please carefully

review your insurance policy to fully understand all terms, conditions, exclusions and limitations

prior to obtaining coverage. TMS will not be responsible for any claims or loss arising out of the

insurance products offered, including any revocation or cancellation of any policy, or denial of any

claim.

26. Injunctive Relief. Coach acknowledges that monetary relief would not be an adequate remedy

for a breach or threatened breach by Coach of the provisions of this Agreement and that TMS shall

be entitled to the enforcement of this Agreement by injunction, specific performance, or other

equitable relief, without prejudice to any other rights and remedies that TMS may have.

27. Choice of Law and Jurisdiction. This Agreement shall be governed by the laws of the State of

Florida without regard to its conflict of laws doctrine, and applicable federal laws of the United

States of America.

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28. Assignment. This Agreement shall not be transferred or assigned, in whole or in part, or

subcontracted to any third party, in whole or in part, by Coach without the express written consent

of TMS, which may be withheld in TMS’s sole discretion.

29. Notice. Except as otherwise provided herein, all notices that either party is required or may desire

to give the other party shall be in writing to the addresses provided in the signature block.

Electronic mail is permissible, but will only be considered sufficient notice if the non-sending

party affirmatively confirms receipt.

30. Miscellaneous.

a. If any of the provisions of this Agreement is or becomes illegal, unenforceable or invalid

(in whole or in part for any reason), the remainder of this Agreement shall remain in full force and

effect without being impaired or invalidated in any way.

b. Any rights or obligations contained herein that by their nature should survive termination

of the Agreement shall survive, including, but not limited to representations, warranties, intellectual

property rights, indemnity obligations, and confidentiality obligations.

c. Any failure of either party to enforce any provision of this Agreement, or any right or

remedy provided for therein, shall not be construed as a waiver, estoppel with respect to, or limitation

of that party’s right to subsequently enforce and compel strict compliance or assertion of a remedy.

d. The Agreement may be executed in several counterparts, all of which taken together will

constitute one single agreement between the Parties. The parties expressly agree that with respect to

this Agreement, a facsimile or electronic signature or executed document which has been formatted as

a Portable Document Format (PDF) and electronically exchanged shall be binding upon the parties.

e. This Agreement, along with all exhibits, represents a single agreement, as well as the

entire agreement with respect to the subject matter. This Agreement supersedes any prior agreement

between the parties, whether written or oral, with respect to the subject matter, and may be modified or

amended only by a writing signed by the party to be charged.

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year

identified with the electronic acceptance.

By checking in the box within the cart checkout you agreed to the terms of this document.

Amanda Tress, CEO

Tress Marketing Solutions, LLC

PO Box 212, Indian Rocks Beach, FL33785

info@amandatress.com