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Influencer Marketing Agreement

This Influencer Marketing Agreement, including all exhibits and attachments hereto, (the “Agreement”) is entered into by and between GOOD ENERGIES USA corporation (the “Company”), and the party signing below, (the “Influencer” and collectively with the Company, the “Parties”) as of the date last signed by the Parties (the “Effective Date”).

In consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Term. This Agreement will commence on the Effective Date and shall remain effective unless and until terminated in accordance with the terms herein (the “Term”). The Term may be altered at any time by a written agreement, executed by both Parties.

Termination. The Company may terminate this Agreement at any time, for any reason, or for no reason at all. Any rights granted by the Company to Influencer during the course of this Agreement shall cease as of the termination. If Influencer has been provided with any of the Company products (the “Products”) as consideration under this Agreement, Influencer may retain ownership to such Products, but shall not attempt to transfer ownership to the Products for monetary gain or otherwise without the express written consent of the Company.

Services. The Company hereby appoints the Influencer to provide the services described in the Statement of Work, attached hereto as Exhibit A (the “Services”). The Parties may enter into any number of Statements of Work and may alter or change any Statement of Work only through written amendment executed by both Parties.

Deliverables. As a component of the Services, Influencer may be required to provide certain tangible items to the Company as described in the Statement of Work (the “Deliverables”).

Consideration. In consideration of the timely and proper performance of the Services in accordance with all terms and conditions of this Agreement and all obligations herein, the Company shall provide Influencer with the consideration outlined in Exhibit A.

Influencer Representations and Warranties. Influencer hereby represents, warrants and covenants that:

It will perform the Services and provide any associated Deliverables in a professional and workmanlike manner, and in a manner which does not knowingly or intentionally harm the image of the Company;

It will ensure that all Services and Deliverables comply with the terms of this Agreement, specifically the Influencer Policy attached hereto as Exhibit B;

It will ensure that all Services and Deliverables comply with applicable laws, regulations, and guidelines, specifically those promulgated by the Federal Trade Commission pertaining to endorsements and testimonials in advertising, accessible at: https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf and https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking through its various sublinks.

It will ensure that all Services, Deliverables, and Content (as defined in Section 5 below) do not in any way misappropriate or infringe upon the rights, including but not limited to all intellectual property rights, of any third party;

It has the requisite power and authority to enter into this Agreement and perform all obligations provided for herein.

Intellectual Property.

The Company. During the Term for the provision of the Services and Deliverables, the Company hereby grants Influencer a revocable, non-transferable right and license to use the Company’ trademarks, logos, copyright, and other intellectual property owned by the Company only to the extent necessary for Influencer to uphold its obligations herein. For the avoidance of doubt, the Company shall retain all right, title, and interest in and to all intellectual property owned or licensed by the Company or developed outside of the scope of this Agreement.

Influencer. Influencer shall retain all right, title, and interest in Influencer’s own intellectual property and its licensors’ intellectual property, including rights related to Influencer’s likeness, name, and image. Influencer shall also be granted title and ownership rights to all intellectual property created by Influencer under this Agreement (the “Content”); provided, however, that Influencer grants the Company a perpetual (to the greatest possible extent), worldwide, irrevocable, transferrable, fully-paid-up and royalty-free license (with full rights to sublicense) to use the Content for its own business purposes, including use of all reviews, video, audio, photos, and graphics without attribution or reference.


By Influencer. The influencer will indemnify, defend, and hold harmless the Company and its respective officers, employees, agents, successors, assigns, and customers from and against all liabilities, judgments, or other claims initiated by third parties (including but not limited to government entities), arising out of:

Any actual or alleged infringement, violation, or misappropriation of the intellectual property rights of any third party by Influencer;

Any breach of this Agreement, including failure to abide by the Influencer Policy

(Exhibit B) or any applicable law, regulation, or guideline by Influencer;

Any acts or omissions by Influencer resulting in death, personal injury, or damage to property; and

Any negligence, willful misconduct, or fraud by Influencer.

By The Company. The Company will indemnify, defend, and hold harmless Influencer from and against all liabilities, judgments, or other claims initiated by third parties arising out of any actual or alleged infringement, violation, or misappropriation by the Company of the intellectual property rights of any third party arising from the Products.

Confidentiality. Influencer acknowledges that during the course of performing its obligations under this Agreement, the Influencer may encounter sensitive information that is confidential, non-public, or proprietary to the Company (“Confidential Information”). Confidential Information includes, but is not limited to, all information pertaining to the Company’ business, operations, and activities, such as the Products, Product specifications, release dates and other Product-specific information, trade secrets, strategic initiatives, and business documents (including the terms of this Agreement itself). Influencer agrees that it shall (i) only use the Confidential Information for the purposes of fulfilling its obligations herein, and (ii) protect, preserve and avoid disclosure of the Confidential Information to any third parties without the prior written agreement of the Company. Due to the sensitive nature of the Confidential Information, Influencer acknowledges and agrees that the unauthorized disclosure of Confidential Information by Influencer will create immediate irreparable harm to the Company, for which the Company shall be entitled to injunctive relief, in addition to other applicable legal remedies.

Limitation of Liability. Except for damages arising under the Indemnification and Confidentiality sections above, in no event will the aggregate liability for a party to the other exceed the consideration paid or payable under this Agreement.

Assignment. The rights and obligations contained herein are particular and personal to the Influencer and shall not be assignable to any third party without the express written consent of the Company.

Non-Competition. Influencer agrees that for a period of six (6) months following the termination of this Agreement that it will not enter into any agreement or other arrangement, without the written consent of the Company, to promote the same or similar products that are competitive to the Products, regardless of whether features vary and whether the Products offer more or less features the.

Governing Law. This Agreement shall be interpreted under the laws of the State of Florida. Any litigation under this Agreement shall be resolved in the trial courts of Pinellas County, Florida and each of the Parties hereto submits and waives objection to the personal jurisdiction thereof. In the event of litigation relating to the subject matter of this Agreement, the non-prevailing Party shall

reimburse the prevailing Party for all reasonable outside attorney fees and verifiable out-of-pocket costs resulting therefrom.

Integration Clause. This Agreement and the exhibits attached hereto contain the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior negotiations, agreements, and understandings with respect thereto. This Agreement may only be amended by a written document duly executed by all parties.

Status of the Parties. Influencer and the Company acknowledge and agree that this Agreement does not create any relationship between the Parties beyond that of independent contractors, and does not create any express or implied relationship, including but not limited to that of

employer-employee, principal-agent, or partnership.

Survival and Severability. If any part or provision of this Agreement is held to be void, unenforceable or in conflict with applicable law such part or provision shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any terms which by their nature are intended to survive the Term, including sections 5, 6 and 7, shall be deemed to survive any termination or expiration.

Miscellaneous. There are no intended third-party beneficiaries to this Agreement. This Agreement may be executed in one or more counterparts, each of which will be considered an original, but all of which will constitute one and the same Agreement.

In witness whereof, the Parties have executed this Influencer Marketing Agreement as of the date below.


Name: Amit Roznak

Title: Director of Operations

Date: 11/11/2021





Ambassador Program benefits:

You’ll get a B-Cure Laser Vet device for free (worth $600)

You’ll get a dedicated link and coupon code to promote B-Cure Laser Vet. Each order that was referred by you will reward you with $50.

You could give a 10% discount to purchase B-Cure Laser Vet to your followers, family, and friends.


A video testimonial showing you treating one of the pets with B-Cure Laser Vet and sharing the experience.

At least 3 posts/videos/Reels about B-Cure Laser Vet in your social media accounts.




This Influencer Policy applies to your engagement under the Influencer Marketing Agreement with the Company. Capitalized terms not defined herein carry the assigned meaning in the Agreement.

You understand that this engagement involves a paid sponsorship, endorsement and advertisement by and for the Company and must not be positioned as an unaffiliated critical review.

You must disclose the existence and nature of your connection to the Company by communicating that any videos, pictures, or other images (collectively, the “Content”) and other related communications or posts from you about the Content are sponsored.

Your disclosures must comply with the Federal Trade Commission guidelines found at https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf and https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking through its various sublinks. Under no circumstances may you conceal your connection with the Company, endorse Products or services that you have not actually used (you must use the Product or service prior to producing Content) or engage in any other misleading or deceptive practices.

The Content and/or post(s) must reflect your honest opinion and you are not under any obligation to only post positive sentiment.

Please note that the Federal Trade Commission may provide additional or changed guidance from time to time, and the disclosure requirements identified below may be updated accordingly. It is your responsibility to understand disclosure obligations. For further questions, you should consult your own attorney and/or see the Federal Trade Commission's FAQs and additional information found at the links above.

The Company will have final approval, in its sole discretion, of any Content and/or posts posted by you in connection with the Agreement. In addition, between two weeks and ninety days of compensating you, the Company may conduct another review of each Content and/or post to ensure that the required disclosures remain. The Company must approve your Content and posts in a written communication to you, which shall include e-mail communications.

At a minimum, you must do the following:

Placement and Timing of Disclosure

You must include a disclosure in the description box of all Content (above the fold) stating that the Content is sponsored, as well as AT LEAST ONE of the following:

Verbally mention that the Content is sponsored and/or

Include on-screen text stating that the Content is sponsored for a minimum of four (4) consecutive seconds.

The disclosure must be made at the beginning of the Content (e.g., within the first 30 seconds of a Content piece lasting several minutes).

If the call to action does not appear at the beginning of the Content, the disclosure must also be made during, or immediately before or after, the call-to-action. If the Content is not brand-dedicated, the disclosure must be immediately before or during the call-to-action.

If the Content is long (e.g., longer than 10 minutes), and the call-to-action and disclosure do not already appear at the end of the Content (e.g., final 30 seconds) include an additional disclosure at the end of the Content.

Content of the Disclosure

The language used must make it clear that the Content mention or review is connected to payment by the Company by using phrases like “sponsored by” or “brought to you by”. Casual references to the Company that does not make this clear or rely on the viewer having to infer that there is a connection must be avoided. Phrasing, speed, and volume of oral disclosures must not be different from the remainder of the Content.

Related Disclosure

All related sponsored material, whether Content, streams, or social media postings, must include an FTC disclosure stating that the material is sponsored. Appropriate Twitter, Instagram, and Facebook disclosures include “#ad”, “#sponsored”, or other hashtags provided by the Company in the applicable Statement of Work.

Changes or Additional Disclosure

The Company will maintain the final right, but not obligation, to approve or change your Content, disclosures, or posts. If the Company determines, in its sole discretion, that additional disclosures or changes to existing disclosures are necessary, you will work with the Company to make such changes to

the extent feasible and the Company may, at its discretion, cancel any unreleased placements where such modifications are not satisfactorily made.

Failure to provide required disclosures can result in liability and FTC enforcement actions against you and/or the Company.

If the Company determines that you have failed to adequately disclose your connection to the Company or to otherwise comply with the Endorsement Guidelines, the Company will inform you of the deficiency and you must modify the applicable Content and/or post(s) to include the necessary disclosure(s) (if possible) or, if modifications are impossible, you must disable and delete the non-compliant Content and/or post(s). You must then deliver to the Company Content and/or post that is fully compliant. Failure to do so will result in non-payment and/or termination of Statements of Work with the Company, and repeat failures may cause the Company to be unable to work with you on other projects in the future.




Any videos created by you in connection with the Agreement, shall not contain any continuous footage of the Product(s) which is more than ten (10) minutes in length;

You will not modify the Products in any way, or bundle, package or otherwise combine the Products with any other content or materials, provided that you may add your own voice-over commentary to any video footage provided to or created by you solely to include explanations and descriptions of the footage, provided further that (i) you will not otherwise modify the video footage in any way, and (ii) any such

voice-over commentary will be considered part of the Content and must comply with all terms and conditions of this Agreement applicable to the Content;

Other than the Product in the form provided by the Company, you will not use any content or

materials in connection with the Product that is owned by a third party (e.g., third party music or likenesses) or that you do not own or have permission to freely distribute;

Any content made by you will be the result of your original work (excluding the materials as provided by the Company) and will not infringe upon any intellectual property right or other proprietary rights of others;

You will not use excessive inappropriate language or profanity in connection with the Content;

You will not create Content that promotes alcohol, illegal-drugs, tobacco, firearms/weapons or a particular political agenda;

You will not create Content that has the potential to harass, threaten, or embarrass any person, third party or legal entity;

You will not create Content that is abusive, hateful, racially, ethnically, religiously or otherwise offensive, obscene, threatening, bullying, vulgar, sexually explicit, defamatory, infringing, illegal, invasive of personal privacy or publicity rights, or in a reasonable person's view, objectionable and/or inappropriate;

You shall not impersonate another person (including celebrities), and will not, in any other manner, indicate that you are an employee of the Company or its subsidiaries or sister companies;

You shall not communicate any person’s real-world personal information;

You shall not violate or promote the violation of the law in any jurisdiction including but not limited to driving while intoxicated, defamation, invasion of privacy, hacking, cheating, stalking, and/or fraud;

Any and all Content shall be made in compliance with the terms of this Agreement; and

You will comply with any and all terms, conditions and guidelines of any third-party platform or network through which you disclose or post in connection with this Agreement, such as without limitation, in the event of any information posted to YouTube, the YouTube Community Guidelines located at http://www.youtube.com/t/community_guidelines.