THIS INDEPENDENT CONTRACTOR AGREEMENT - TERMS AND CONDITIONS FORM, (the “Agreement”) is made and entered into as of the initial date of purchase (“Effective Date”), by and between The Subscriber, individual or Subscribing Company paying contractor and clicking on AUTHORIZE OR COMPLETE PURCHASE (“Company”), and ROCKTOMIC LABS, LLC, a Georgia limited liability company with its principal place of business located at 2825 Breckenridge Blvd, Suite 170, Duluth, Georgia 30096 (“Contractor”) (hereinafter referred to individually as “Party” and collectively referred to as the “Parties”).

A separate version of these terms with company details is step one of your on boarding process. Acceptance of terms is due at time of purchase.

WHEREAS, the Parties wish to enter into an agreement to perform certain services required by and for the benefit of each of the Company; and 

WHEREAS, the Company wishes to retain the Contractor to perform such services in the capacity of an independent contractor; and

WHEREAS, the Company wishes to retain the Contractor to perform such services in exchange for the compensation as set forth in Section 4 of this Agreement.

NOW, THEREFORE, in consideration of the promises, the mutual obligations in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

Work to be Performed. The Contractor will provide those services to the Company as specified in the attached Exhibit A (referred to as the “Specified Work”), in exchange for the compensation set out in Section 4. All add ons must be paid by the company to the contractor for those items to be considered included.

1. Term. The term of this Agreement shall commence on the Effective Date and unless terminated as permitted herein, shall continue on an ongoing basis. This Agreement shall terminate at the end of the prepaid service period following written notice from either Party to the other, delivered according to the provisions of Section 12, below. 

2. Materials and Labor. 

a. Materials: The Contractor agrees to pay for and provide all materials, tools, and equipment and services required for the performance and timely completion of the Specified Work that they will be providing to the Company, as set out in the attached Exhibit A. 

b. Labor: The Contractor shall employ an adequate number of workers skilled in their trades to suitably perform the Specified Work. However, all such workers must possess a level of skill and workmanship equal to or better than that which is reasonable and customary for the industry. Estimated timelines for launch are provided in on boarding sequence. Each on boarding step is triggered by actions of the company and therefore contractor due dates are heavily impacted and delayed if the company fails to complete steps A) in order or B) Accurately.

3. Compensation. 

a. Payment: The Company shall pay the Contractor, in consideration for the Specified Work, according to the “Compensation Schedule,” attached as Exhibit B. Company may terminate the relationship with the contractor at any time. It is acknowledged and agreed that All Sales are final and Refunds are not available. If the company terminates the agreement they will still have access to the services of the contractor until the end of their payment period (Month, or Year)  

b. Fringe Benefits: The Parties acknowledge that, as a result of each Party’s independent contractor status, the Parties are not entitled to any medical, dental, vision, pension, retirement, or profit sharing plan or any other fringe benefit that may accrue to employees, other than those payments specified in Exhibit B. 

c. Waiver of Payment Dispute ability: Being that services begin immediately, Company hereby waives the right to any type of payment dispute against the contractor with their card service for The services which it selects the contractor to perform. Any and all disputes will be dealt with internally and as mentioned above, service shall remain available for use by the company through the end of the renewal date on their selected plan (Monthly or Annually).  

4. Taxes. 

a. Payment: Each Party is solely responsible for determination and payment of any taxes, including but not limited to any federal, state, local, or foreign taxes and any sales or use taxes, required to be collected or paid in connection with the transactions contemplated in this Agreement, and each Party shall indemnify the other Parties against any and all such taxes.  

b. Reporting: If the Contractor is a U.S. taxpayer and receives payments from the Company of Six Hundred Dollars ($600.00) or more in a tax year, the Company will issue the Contractor an Internal Revenue service (“IRS”) Form 1099 for reporting such payments. The Company may request that the Contractor complete and return an IRS Form W-9 (Request for Taxpayer Identification Number and Certification) via fax or mail. If the Contractor receives payments from the Company of less than Six Hundred Dollars ($600.00) in a tax year, it is the Contractor’s responsibility to report such payments to the IRS. Each Party shall be solely responsible for its own tax liability, if any, as a result of this transaction. 

6. Warranties. 

a. Each Party warrants that:

         i. it has necessary authority to enter into this Agreement and has full authority to abide by the terms herein;

        ii. it is under no government restrictions which would prevent it from entering into and abiding by the terms of this Agreement;

       iii. it has no agreements with other third parties and no pending legal actions which would prevent it from entering into and abiding by the terms of this Agreement; and

     iiii. it has the necessary licenses and permits allowing it to abide by the terms of this Agreement.

Warranties Survive Termination: The representations, warranties and indemnification rights set forth in this Agreement shall survive execution of this Agreement, the performance of the obligation of the Company hereunder, and cancellation or termination of this Agreement.

7. Termination. Each Party shall have the right to terminate this Agreement with or without cause prior to full completion of the Specified Work described hereunder, provided that the Parties compensate each other Party for work completed and accepted as of the date of termination. If the company fails to make a payment and is in a past due status, monies must be paid to bring company current. For purposes of this Agreement, cause shall mean a material misrepresentation or a material breach of this Agreement.

8. Default. If any Party defaults on any of its obligations under this Agreement, a non-defaulting Party or Parties shall give Notice to the defaulting Party of the default. The defaulting Party or Parties will have three (3) business days to cure the noticed default. If the defaulting Party does not cure the noticed default, a non-defaulting Party or Parties may claim the Agreement is in default and seek available remedies herein.

9. Remedies. If a Party is in default, the non-defaulting Party or Parties may seek the following Remedies:

The non-defaulting Party or Parties may terminate this Agreement; or

The non-defaulting Party or Parties may attempt to negotiate a settlement to the default with the defaulting Party. If there is no informal settlement, the non-defaulting Party or Parties may seek all available legal remedies. 

10. Force Majeure. Except for the payment of money, no Party shall be liable for any delay in performing any of its obligations under this Agreement if such delay is caused by circumstances beyond the reasonable control of the Party so delayed. Such Party shall be entitled (subject to giving the other Parties written notice of the full particulars of the circumstances in question and using diligent efforts to resume full performance without avoidable delay) to a reasonable extension of time for the performance of such obligations.

11. Change Orders. All changes to and deviations from the Specified Work must be presented to the other Parties in writing, and the other Parties must approve the change(s), before implementation of any such changes or deviations. Fee amounts shall be increased or decreased in proportion to the change(s) or deviation(s) and must be agreed to in writing.

12. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder will be in writing and will be deemed to have been given: (a) when delivered by hand; (b) when received by the addressee if sent by a nationally recognized overnight courier; (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses set forth below (or to such other addresses that may be designated by a Party from time to time in accordance with this Section).

If to Company: Supply support@rocktomic.com your contact details

If to Contractor: Rocktomic Labs, LLC

    Attn: Ben Morgan

    2825 Breckenridge Blvd 

Suite 170

Duluth, Georgia 30096

13. Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of the State of Georgia, USA without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Georgia.  

14. Indemnification. Company agrees to indemnify and hold Contractor harmless from and against any and all third Party suits, claims, losses, expenses, damages, legal action and liabilities (including reasonable attorney’s fees) to the extent arising from, suffered, or incurred as a result of (i) any breach of any representation or warranty given by Company under this Agreement; (ii) any allegation that the Contractor’s shipment, production, or sale of any Specified Work infringes any copyright, trademark, trade secret, any other intellectual property right, or any right of publicity or right of privacy of any third Party; (iii) for the violation of or non-compliance with any foreign law or regulation of any country in which a product is shipped by Contractor in furtherance of this agreement. Company acknowledges that it is Company’s sole responsibility to ensure that the Contractor and the Company are in compliance with all relevant foreign laws including but not limited to the international shipment of goods. Company hereby covenants to give Contractor prior notice of any foreign law that would be relevant to the purpose and fulfillment of this agreement.

15. Relationship of the Parties. The relationship of the Parties is that of employer and independent contractor. Nothing contained in this Agreement and no action by either Party shall be deemed to constitute any Party or any Party’s employees or agents to be an employee or agent of the other Party or shall be deemed to create any partnership, joint venture, association, or syndicate among or between any of the Parties, or shall be deemed to confer on any Party any express or implied right, power, or authority to enter into any agreement or commitment, whether express or implied, or to incur any obligation or liability on behalf of, the other Party. Contractor shall be responsible for any withholding taxes, payroll taxes, disability insurance payments, unemployment taxes, and/or other similar taxes or charges on the payments received by Contractor hereunder. Company shall have no responsibility or liability of any kind to any subcontractors providing services to or for the benefit of the Contractor.

16. Successors and Assigns. This Agreement shall be binding not only upon the Parties, but also upon their successors and assigns, and the Parties to this Agreement agree for themselves and their successors and assigns to execute any instruments in writing which may be necessary or proper in fulfilling in good faith the purpose and intent of this Agreement. Company may not assign its rights or obligations under this agreement without the prior written consent of the contractor. Both parties can assign to another entity that is still owned by them but may not alleviate their liability under agreement by doing so. If liability changes such assignee shall be considered invalid.

17. Waivers. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party will operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

18. Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any Party hereto and the closing of the transactions contemplated hereby.

19. Merger Clause. This Agreement represents the final and entire agreement between the Parties, and supersedes all prior or contemporaneous agreements, express or implied, written or unwritten. 

20. Modification. This Agreement may only be modified if done so in a writing which is signed by the Parties hereto.

21. Severability. If any part or portion of this Agreement is held to be invalid or otherwise unenforceable, the remainder shall have force and effect to the fullest extent permitted by law. 

22. Attorney’s Fees. In the event any dispute between the Parties should result in litigation or arbitration, the prevailing Party shall be reimbursed for all reasonable costs and reasonable attorney’s fees incurred in connection with such litigation or arbitration, including, without limitation, reasonable costs and reasonable attorney’s fees incurred in collecting the judgment(s) or arbitration award(s) resulting from such litigation or arbitration.

23. Counterparts/Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Any Party’s signature sent electronically by e-mail or facsimile shall be deemed to be an original and binding signature if the accompanying e-mail or cover page states or reasonably implies that the electronic version may be considered an original.

EXHIBIT A

SPECIFIED WORK

All references throughout this Agreement to “Specified Work” shall at all times refer to the following:

1. Brand Management. Contractor shall take the following actions based on selected plan or offering found on the attached link below. Company understands that services offered by the contractor are subject to change, as is the pricing, at any time, with or without notice at sole discretion of the contractor.  

Pricing changes or service offerings may not affect current brands on subscription, typically all plans are grandfathered on the terms for which they subscribed.   

Based on the Package and Term of payment the subscription period can be monthly, Yearly or Indefinite. Pricing for these packages may change and a STRICT NO REFUND policy is in effect. Payment is always for the entire “Subscription Period” and once subscription period ends, a new payment will extend the subscription as authorized on the chosen plan by the company. Company may cancel service at any time. Company will always have access to their account and services through the end of the subscription period for which they have paid.

Plans Shown HERE

2. Product Sales. Contractor shall offer the products listed on their online product catalog (Current version Found HERE), at the prices listed on attachment to be sold to the Company. At the request of Company these products may be sold under Company’s brand. To purchase such products, the Company shall order a specific product via email request prior to being on boarded thru Support@Rocktomic.com, or once on boarded automatic orders from companies website shall automatically trigger a fulfillment order from contractor, (A Purchase Order). This action shall be instantly considered an offer made to the Contractor to fulfill the products. Ownership and risk of loss shall transfer to Company upon completion of the fulfillment process. Company shall make payment before any products shall be shipped. If there are any discrepancies between the specifications found in a Purchase Order and the products, the Company shall have three days from the date of discovery to file a complaint with the Contractor. Contractor shall have two weeks to inspect the goods to determine if the non-compliance was due to a defect in manufacturing. Company assumes all risk of non-compliance caused by any reason other than a defect in manufacturing. If a manufacturing defect exists, Contractor may choose to, at Contractor’s cost, ship replacement goods, repair the goods already shipped, or cancel the order and refund payment to the Company. These are the sole and exclusive remedies available in the event of non-conforming goods. Contractor reserves the right not to ship replacement goods or issue any refunds until the non-conforming goods are returned to Contractor, or to such other place as Contractor may reasonably designate. Should Contractor accept to produce any custom products for Company, Company hereby warrants that the custom product will not infringe on the intellectual property rights of any third party and that Company shall indemnify Contractor from any damage caused by a defect in the design of any product made to the specification of Company. Any item performed by the contractor at specific request of the company must be approved by the Company and thus all Approvals must occur prior to production and are the sole responsibility of the company.

3. Fulfillment. The Purchase Order shall contain the name and address of the person to receive the products. Contractor shall, as an agent of Company, cause Company’s trademark or tag to be affixed to the product or packaging and the product to be shipped directly to the Company or the Customer of Company. The Purchase Order may not contain a separately itemized cost for shipping and fulfillment services, but those are automatically approved as outlined in the catalog. Customers of the company will be responsible to insure any shipments against damage or loss and this must be set up by the company if they choose to offer it, the contractor does not insure any order and requires the company to accept the risk of loss or damage during shipment or storage of the products. The Company shall be responsible for any export or import duties imposed on the Products by any agency, private or government regulated. Company shall be responsible for shipment charges charged by third party shipping companies utilized by Contractor or the pre approved rates found in the product catalog. Companies agree to supply up to 2 forms of payment for orders. a) CC b) based on volume, Company Checking account information (Routing number and account number) Company hereby acknowledges that shipping can be delayed for a variety of reasons outside Contractor’s control. Custom orders require funds to be sent via wire to numbers supplied as applicable. Company hereby acknowledges that any proposed receipt dates is an estimate and is not a legally binding commitment that the product will be received by said date. Products can inventory out quickly without any notice. Contractor will do its best to maintain adequate inventory levels. If inventory runs low, contractors will notify affected clients whose orders are effected and supply estimated restock dates.

4. Exclusive Supplier. Company agrees that during the term of this Agreement and for two years following the termination of this Agreement that Company shall only purchase for resale the products available for purchase from the contractor as of the date of termination, or any products similar thereto, exclusively from Contractor and in accordance with the terms of this Agreement and the prices contained from the contractors website catalog LINK FOR CATALOG It is expressly understood that any updates, including price, will automatically replace on link and does not affect companies requirement to exclusivity. Knowing the content of the current version of the catalog is the responsibility of the company. if they wish to explore alternate suppliers and is their responsibility to stay up to date with. It is the company's responsibility to download a copy of the current catalog on the date of cancelation so they are aware of what limitations are in place.

Should Contractor fail to accept a Purchase Order of a product in stock or should Contractor increase the price of a product by more than 15% after cancellation but before the end of the exclusivity period, Company may, at its discretion, order the products, or similar products, from a third party supplier instead of Contractor after receiving authorization from their Rocktomic Customer support agent by emailing Support@rocktomic.com. If items are out of stock, the contractor will do its best to source alternative acceptable products for fulfillment. If there is an unresolved breach of this clause following the cure period, (15 Days) Company agrees to pay Contractor liquidated damages as shown below in this section.

Failure to pay for agreed breach upon notice, may subject the company's account to be frozen, and or fulfillment to cease until resolved. If unresolved, the company understands that the files for their brand will be permanently removed from the Rocktomic folders.

Thru PLDS you're able to scale your brand or save on the available products from contractors with little to no overhead. That overhead however does exist for the contractor in this agreement. As such the contractor tries to ensure we invest on behalf of the company to have enough product on hand based on your projections and actual sales while accounting for growth. Some products require large investments to produce and inventory from manufacturing sites and thus we require exclusivity to hedge our exposure on the products we offer to the company.

There is a cure period of 15 days following notice of non compliance from contractor to company, after which it is agreed to liquidated damages of $1000.00 per day of first occurrence of breach of exclusivity.

5. Use of Marks. Company shall send to Contractor the marks, logos, and other design elements to affix to the products or packaging and or websites hosted by contractor. Company hereby warrants that it owns all rights necessary to use the such marks within the territories in which the products shall be manufactured and in places to which the products will be shipped. Company hereby grants Contractor a non-exclusive, royalty free license to use the intellection property of Company for the purpose of providing the products and services contained in this Agreement. Contractor reserves the right to place its own mark on the products or packaging in a non-obtrusive way to indicate that the products were produced/fulfilled by the Contractor. The manufacturer, if separate from the contractor, may have the right to include a similar mark.  

The Specified Work may be amended from time to time by a signed agreement, executed by both parties and attached hereto. unless otherwise specified the terms of such amendment shall be in addition to and not a restatement of the terms of this Agreement. Contractor may, at its sole discretion, amend the type, quality, and price of the products contained on Exhibit C. New prices shall apply to any Purchase Orders requested after Exhibit C has been updated. Company agrees to hold the contents of this Agreement, including Exhibit C in strict confidence.  

6. Unlabeled Manufactured Products. Contractor will store white labeled manufactured products in our fulfillment center once they are transferred from the manufacturing facility. Being that the products were manufactured and packaged UNLABELED, Contractor is not responsible for any of the claims listed on your Labels or Product Formulas.  

It is the contractors desire to ensure that companies maintain compliance with their labels and accurate manufactured supplement formulas. While we may provide advice with regards to your label, even may charge a fee for a compliance review to further assist, we take no responsibility nor accept liability for the legality or content of your label. We strongly suggest that you consult with appropriate counsel with regards to all FDA relabeling regulations. By signing below, you acknowledge your sole responsibility for the content of your label. If your labels are produced by the contractor, you will be required to approve the final version prior to any products being fulfilled. If you produce your own labels, and have us perform a compliance review, that review is to have us review the labels and provide recommendations based on our extensive knowledge and expertise, but this does not void your responsibility in any way.

NO ADVICE From the contractor should replace your own legal counsel's advice or negate any legal obligation for compliance of FDA or other governing agency and Contractor Recommends you approve each and every label independently from any compliance review fees paid to contractor.

7. Release of end recipient data. Company acknowledges that in order for the contractor to fulfill its obligations under the agreement, Customer Order data must be viewed and used by the Contractor. Company agrees to open use and full release of data to the contractor, its sister companies, partners, its parent company owners or their subsidiaries. No third party data sharing can occur without express written consent of both parties, and no third party use is authorized in this agreement.

EXHIBIT B

COMPENSATION SCHEDULE

Company shall compensate Contractor as follows: 

1. Company shall via subscription payments pay the Contractor The agreed per Rate from the Initial on the monthly anniversary date from the original purchase of each month during the term of this Agreement. Contractor can adjust the date at its discretion but must notify the contractor 30 days prior to any date change. Payments not made within 5 business days of the subscription period anniversary date may accrue a $59.00 Late Fee. Contractor may, at its discretion, set off amounts owed, refuse to ship or produce products, or avail itself of any other remedy at law or in equity in the event of non-payment. There is no proration for services and payments are made in advance thru the end of the service dates or subscription period based on companies selection for service from the offered plans and terms of each. Contractor may choose to convert or delete any files of the company if payment goes further than 10 days past due. Company agrees to keep a valid form of payment on file at all times for monthly fees and product purchases.

2. Product Purchases and any add on services. Company shall in addition to the monthly sums pay Contractor such sums as stated in any Purchase Order accepted by the Company or authorized additional monthly sum from the catalog or available upsells advertised by contractor. These upsells may or may not be part of the product catalog but are included in this agreement by reference. Additional services may be added or deleted at any time by the contractor and the contractor has the ability to do so without recourse from the company in any kind.

3. Company agrees to make full payment for all amounts owed or invoiced and hereby waives its right to dispute any amount for the monthly rates or product orders. If the Company successfully disputes an amount owed, it will be refunded to Company only if all payments owed to the Contractor have been made in full.

4. No breach or default by Contractor will excuse Company from compliance with the Section 4 of Exhibit A of this Agreement or to terminate this agreement except as is allowed by Section 2 of this Agreement.  

5. If Contractor disputes any payment for any product or service that is deemed to be authorized, Contractor reserves the right to require electronic Wire payments in lieu of CC payments from that point forward and may require a deposit type system for payment.

6. There is NO MONEY BACK GUARANTEE and ALL SALES ARE FINAL. The company may cancel at any time and will have access through their selected subscription period. It is understood and agreed that the contractor is immediately exposed to expenses on behalf of the company selecting or authorizing the contractor to perform work listed on this agreement and as such no payment refund is allowed and further company waives right to dispute any payment made in accordance with this agreement as long as payment was authorized in the terms or thru a automatic purchase order for product. Any error in billing is always available for refund but only after the cure period of 10 days has exhausted.

7. Any public post or review made by the company or its employees that is found to be misleading or potentially damaging to the contractors interests must be immediately removed at the direction of the Contractor. Failure to do so carries a $1000.00 per day liquidated damage and where allowed by law, accepting these terms comes with a default judgement or a confession of judgement, or agreed fee in favor of the contractor equal to these terms.

8. PLDS Monthly fee of $57.00. All accounts carry a specific monthly PLDS fee that starts the day the account is integrated with our fulfillment software and occurs monthly from that day forward. Monthly and annual plans include this fee in the rate. 1 time purchase or “Lifetime” plans will only be liable to pay the PLDS fee once they are integrated in addition to the fees paid at account startup. All other product, fulfillment, shipping and any additional selected services will also be paid as applicable based on sales or selections.

EXHIBIT C

PRODUCT CATALOG

See online Catalog for most current versions. 

EXHIBIT D

PURCHASE ORDERS / INTEGRATION ORDERS

If “company” utilizes a 3rd party or custom website or app, the company is solely responsible for working to integrate to Shipstation and must do so at their sole expense.  

Additionally, Rocktomic charges $75.00 Per hour, with a 1 hour minimum for any 3rd party integration time. and this is incorporated into any fee schedule if not listed above.

ROCKTOMIC INTEGRATIONS

Integrations shown above - Links and supported partners may change at any time.

THIS INDEPENDENT CONTRACTOR AGREEMENT - TERMS AND CONDITIONS FORM, (the “Agreement”) is made and entered into as of the initial date of purchase (“Effective Date”), by and between The Subscriber, individual or Subscribing Company paying contractor and clicking on AUTHORIZE OR COMPLETE PURCHASE (“Company”), and ROCKTOMIC LABS, LLC, a Georgia limited liability company with its principal place of business located at 2825 Breckenridge Blvd, Suite 170, Duluth, Georgia 30096 (“Contractor”) (hereinafter referred to individually as “Party” and collectively referred to as the “Parties”).

A separate version of these terms with company details is step one of your on boarding process. Acceptance of terms is due at time of purchase.

WHEREAS, the Parties wish to enter into an agreement to perform certain services required by and for the benefit of each of the Company; and 

WHEREAS, the Company wishes to retain the Contractor to perform such services in the capacity of an independent contractor; and

WHEREAS, the Company wishes to retain the Contractor to perform such services in exchange for the compensation as set forth in Section 4 of this Agreement.

NOW, THEREFORE, in consideration of the promises, the mutual obligations in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

Work to be Performed. The Contractor will provide those services to the Company as specified in the attached Exhibit A (referred to as the “Specified Work”), in exchange for the compensation set out in Section 4. All add ons must be paid by the company to the contractor for those items to be considered included.

1. Term. The term of this Agreement shall commence on the Effective Date and unless terminated as permitted herein, shall continue on an ongoing basis. This Agreement shall terminate at the end of the prepaid service period following written notice from either Party to the other, delivered according to the provisions of Section 12, below. 

2. Materials and Labor. 

a. Materials: The Contractor agrees to pay for and provide all materials, tools, and equipment and services required for the performance and timely completion of the Specified Work that they will be providing to the Company, as set out in the attached Exhibit A. 

b. Labor: The Contractor shall employ an adequate number of workers skilled in their trades to suitably perform the Specified Work. However, all such workers must possess a level of skill and workmanship equal to or better than that which is reasonable and customary for the industry. Estimated timelines for launch are provided in on boarding sequence. Each on boarding step is triggered by actions of the company and therefore contractor due dates are heavily impacted and delayed if the company fails to complete steps A) in order or B) Accurately.

3. Compensation. 

a. Payment: The Company shall pay the Contractor, in consideration for the Specified Work, according to the “Compensation Schedule,” attached as Exhibit B. Company may terminate the relationship with the contractor at any time. It is acknowledged and agreed that All Sales are final and Refunds are not available. If the company terminates the agreement they will still have access to the services of the contractor until the end of their payment period (Month, or Year)  

b. Fringe Benefits: The Parties acknowledge that, as a result of each Party’s independent contractor status, the Parties are not entitled to any medical, dental, vision, pension, retirement, or profit sharing plan or any other fringe benefit that may accrue to employees, other than those payments specified in Exhibit B. 

c. Waiver of Payment Dispute ability: Being that services begin immediately, Company hereby waives the right to any type of payment dispute against the contractor with their card service for The services which it selects the contractor to perform. Any and all disputes will be dealt with internally and as mentioned above, service shall remain available for use by the company through the end of the renewal date on their selected plan (Monthly or Annually).  

4. Taxes. 

a. Payment: Each Party is solely responsible for determination and payment of any taxes, including but not limited to any federal, state, local, or foreign taxes and any sales or use taxes, required to be collected or paid in connection with the transactions contemplated in this Agreement, and each Party shall indemnify the other Parties against any and all such taxes.  

b. Reporting: If the Contractor is a U.S. taxpayer and receives payments from the Company of Six Hundred Dollars ($600.00) or more in a tax year, the Company will issue the Contractor an Internal Revenue service (“IRS”) Form 1099 for reporting such payments. The Company may request that the Contractor complete and return an IRS Form W-9 (Request for Taxpayer Identification Number and Certification) via fax or mail. If the Contractor receives payments from the Company of less than Six Hundred Dollars ($600.00) in a tax year, it is the Contractor’s responsibility to report such payments to the IRS. Each Party shall be solely responsible for its own tax liability, if any, as a result of this transaction. 

6. Warranties. 

a. Each Party warrants that:

         i. it has necessary authority to enter into this Agreement and has full authority to abide by the terms herein;

        ii. it is under no government restrictions which would prevent it from entering into and abiding by the terms of this Agreement;

       iii. it has no agreements with other third parties and no pending legal actions which would prevent it from entering into and abiding by the terms of this Agreement; and

     iiii. it has the necessary licenses and permits allowing it to abide by the terms of this Agreement.

Warranties Survive Termination: The representations, warranties and indemnification rights set forth in this Agreement shall survive execution of this Agreement, the performance of the obligation of the Company hereunder, and cancellation or termination of this Agreement.

7. Termination. Each Party shall have the right to terminate this Agreement with or without cause prior to full completion of the Specified Work described hereunder, provided that the Parties compensate each other Party for work completed and accepted as of the date of termination. If the company fails to make a payment and is in a past due status, monies must be paid to bring company current. For purposes of this Agreement, cause shall mean a material misrepresentation or a material breach of this Agreement.

8. Default. If any Party defaults on any of its obligations under this Agreement, a non-defaulting Party or Parties shall give Notice to the defaulting Party of the default. The defaulting Party or Parties will have three (3) business days to cure the noticed default. If the defaulting Party does not cure the noticed default, a non-defaulting Party or Parties may claim the Agreement is in default and seek available remedies herein.

9. Remedies. If a Party is in default, the non-defaulting Party or Parties may seek the following Remedies:

The non-defaulting Party or Parties may terminate this Agreement; or

The non-defaulting Party or Parties may attempt to negotiate a settlement to the default with the defaulting Party. If there is no informal settlement, the non-defaulting Party or Parties may seek all available legal remedies. 

10. Force Majeure. Except for the payment of money, no Party shall be liable for any delay in performing any of its obligations under this Agreement if such delay is caused by circumstances beyond the reasonable control of the Party so delayed. Such Party shall be entitled (subject to giving the other Parties written notice of the full particulars of the circumstances in question and using diligent efforts to resume full performance without avoidable delay) to a reasonable extension of time for the performance of such obligations.

11. Change Orders. All changes to and deviations from the Specified Work must be presented to the other Parties in writing, and the other Parties must approve the change(s), before implementation of any such changes or deviations. Fee amounts shall be increased or decreased in proportion to the change(s) or deviation(s) and must be agreed to in writing.

12. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder will be in writing and will be deemed to have been given: (a) when delivered by hand; (b) when received by the addressee if sent by a nationally recognized overnight courier; (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the addresses set forth below (or to such other addresses that may be designated by a Party from time to time in accordance with this Section).

If to Company: Supply support@rocktomic.com your contact details

If to Contractor: Rocktomic Labs, LLC

    Attn: Ben Morgan

    2825 Breckenridge Blvd 

Suite 170

Duluth, Georgia 30096

13. Governing Law. This Agreement will be governed by and construed in accordance with the internal laws of the State of Georgia, USA without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Georgia.  

14. Indemnification. Company agrees to indemnify and hold Contractor harmless from and against any and all third Party suits, claims, losses, expenses, damages, legal action and liabilities (including reasonable attorney’s fees) to the extent arising from, suffered, or incurred as a result of (i) any breach of any representation or warranty given by Company under this Agreement; (ii) any allegation that the Contractor’s shipment, production, or sale of any Specified Work infringes any copyright, trademark, trade secret, any other intellectual property right, or any right of publicity or right of privacy of any third Party; (iii) for the violation of or non-compliance with any foreign law or regulation of any country in which a product is shipped by Contractor in furtherance of this agreement. Company acknowledges that it is Company’s sole responsibility to ensure that the Contractor and the Company are in compliance with all relevant foreign laws including but not limited to the international shipment of goods. Company hereby covenants to give Contractor prior notice of any foreign law that would be relevant to the purpose and fulfillment of this agreement.

15. Relationship of the Parties. The relationship of the Parties is that of employer and independent contractor. Nothing contained in this Agreement and no action by either Party shall be deemed to constitute any Party or any Party’s employees or agents to be an employee or agent of the other Party or shall be deemed to create any partnership, joint venture, association, or syndicate among or between any of the Parties, or shall be deemed to confer on any Party any express or implied right, power, or authority to enter into any agreement or commitment, whether express or implied, or to incur any obligation or liability on behalf of, the other Party. Contractor shall be responsible for any withholding taxes, payroll taxes, disability insurance payments, unemployment taxes, and/or other similar taxes or charges on the payments received by Contractor hereunder. Company shall have no responsibility or liability of any kind to any subcontractors providing services to or for the benefit of the Contractor.

16. Successors and Assigns. This Agreement shall be binding not only upon the Parties, but also upon their successors and assigns, and the Parties to this Agreement agree for themselves and their successors and assigns to execute any instruments in writing which may be necessary or proper in fulfilling in good faith the purpose and intent of this Agreement. Company may not assign its rights or obligations under this agreement without the prior written consent of the contractor. Both parties can assign to another entity that is still owned by them but may not alleviate their liability under agreement by doing so. If liability changes such assignee shall be considered invalid.

17. Waivers. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party will operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

18. Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any Party hereto and the closing of the transactions contemplated hereby.

19. Merger Clause. This Agreement represents the final and entire agreement between the Parties, and supersedes all prior or contemporaneous agreements, express or implied, written or unwritten. 

20. Modification. This Agreement may only be modified if done so in a writing which is signed by the Parties hereto.

21. Severability. If any part or portion of this Agreement is held to be invalid or otherwise unenforceable, the remainder shall have force and effect to the fullest extent permitted by law. 

22. Attorney’s Fees. In the event any dispute between the Parties should result in litigation or arbitration, the prevailing Party shall be reimbursed for all reasonable costs and reasonable attorney’s fees incurred in connection with such litigation or arbitration, including, without limitation, reasonable costs and reasonable attorney’s fees incurred in collecting the judgment(s) or arbitration award(s) resulting from such litigation or arbitration.

23. Counterparts/Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Any Party’s signature sent electronically by e-mail or facsimile shall be deemed to be an original and binding signature if the accompanying e-mail or cover page states or reasonably implies that the electronic version may be considered an original.

EXHIBIT A

SPECIFIED WORK

All references throughout this Agreement to “Specified Work” shall at all times refer to the following:

1. Brand Management. Contractor shall take the following actions based on selected plan or offering found on the attached link below. Company understands that services offered by the contractor are subject to change, as is the pricing, at any time, with or without notice at sole discretion of the contractor.  

Pricing changes or service offerings may not affect current brands on subscription, typically all plans are grandfathered on the terms for which they subscribed.   

Based on the Package and Term of payment the subscription period can be monthly, Yearly or Indefinite. Pricing for these packages may change and a STRICT NO REFUND policy is in effect. Payment is always for the entire “Subscription Period” and once subscription period ends, a new payment will extend the subscription as authorized on the chosen plan by the company. Company may cancel service at any time. Company will always have access to their account and services through the end of the subscription period for which they have paid.

Plans Shown HERE

2. Product Sales. Contractor shall offer the products listed on their online product catalog (Current version Found HERE), at the prices listed on attachment to be sold to the Company. At the request of Company these products may be sold under Company’s brand. To purchase such products, the Company shall order a specific product via email request prior to being on boarded thru Support@Rocktomic.com, or once on boarded automatic orders from companies website shall automatically trigger a fulfillment order from contractor, (A Purchase Order). This action shall be instantly considered an offer made to the Contractor to fulfill the products. Ownership and risk of loss shall transfer to Company upon completion of the fulfillment process. Company shall make payment before any products shall be shipped. If there are any discrepancies between the specifications found in a Purchase Order and the products, the Company shall have three days from the date of discovery to file a complaint with the Contractor. Contractor shall have two weeks to inspect the goods to determine if the non-compliance was due to a defect in manufacturing. Company assumes all risk of non-compliance caused by any reason other than a defect in manufacturing. If a manufacturing defect exists, Contractor may choose to, at Contractor’s cost, ship replacement goods, repair the goods already shipped, or cancel the order and refund payment to the Company. These are the sole and exclusive remedies available in the event of non-conforming goods. Contractor reserves the right not to ship replacement goods or issue any refunds until the non-conforming goods are returned to Contractor, or to such other place as Contractor may reasonably designate. Should Contractor accept to produce any custom products for Company, Company hereby warrants that the custom product will not infringe on the intellectual property rights of any third party and that Company shall indemnify Contractor from any damage caused by a defect in the design of any product made to the specification of Company. Any item performed by the contractor at specific request of the company must be approved by the Company and thus all Approvals must occur prior to production and are the sole responsibility of the company.

3. Fulfillment. The Purchase Order shall contain the name and address of the person to receive the products. Contractor shall, as an agent of Company, cause Company’s trademark or tag to be affixed to the product or packaging and the product to be shipped directly to the Company or the Customer of Company. The Purchase Order may not contain a separately itemized cost for shipping and fulfillment services, but those are automatically approved as outlined in the catalog. Customers of the company will be responsible to insure any shipments against damage or loss and this must be set up by the company if they choose to offer it, the contractor does not insure any order and requires the company to accept the risk of loss or damage during shipment or storage of the products. The Company shall be responsible for any export or import duties imposed on the Products by any agency, private or government regulated. Company shall be responsible for shipment charges charged by third party shipping companies utilized by Contractor or the pre approved rates found in the product catalog. Companies agree to supply up to 2 forms of payment for orders. a) CC b) based on volume, Company Checking account information (Routing number and account number) Company hereby acknowledges that shipping can be delayed for a variety of reasons outside Contractor’s control. Custom orders require funds to be sent via wire to numbers supplied as applicable. Company hereby acknowledges that any proposed receipt dates is an estimate and is not a legally binding commitment that the product will be received by said date. Products can inventory out quickly without any notice. Contractor will do its best to maintain adequate inventory levels. If inventory runs low, contractors will notify affected clients whose orders are effected and supply estimated restock dates.

4. Exclusive Supplier. Company agrees that during the term of this Agreement and for two years following the termination of this Agreement that Company shall only purchase for resale the products available for purchase from the contractor as of the date of termination, or any products similar thereto, exclusively from Contractor and in accordance with the terms of this Agreement and the prices contained from the contractors website catalog LINK FOR CATALOG It is expressly understood that any updates, including price, will automatically replace on link and does not affect companies requirement to exclusivity. Knowing the content of the current version of the catalog is the responsibility of the company. if they wish to explore alternate suppliers and is their responsibility to stay up to date with. It is the company's responsibility to download a copy of the current catalog on the date of cancelation so they are aware of what limitations are in place.

Should Contractor fail to accept a Purchase Order of a product in stock or should Contractor increase the price of a product by more than 15% after cancellation but before the end of the exclusivity period, Company may, at its discretion, order the products, or similar products, from a third party supplier instead of Contractor after receiving authorization from their Rocktomic Customer support agent by emailing Support@rocktomic.com. If items are out of stock, the contractor will do its best to source alternative acceptable products for fulfillment. If there is an unresolved breach of this clause following the cure period, (15 Days) Company agrees to pay Contractor liquidated damages as shown below in this section.

Failure to pay for agreed breach upon notice, may subject the company's account to be frozen, and or fulfillment to cease until resolved. If unresolved, the company understands that the files for their brand will be permanently removed from the Rocktomic folders.

Thru PLDS you're able to scale your brand or save on the available products from contractors with little to no overhead. That overhead however does exist for the contractor in this agreement. As such the contractor tries to ensure we invest on behalf of the company to have enough product on hand based on your projections and actual sales while accounting for growth. Some products require large investments to produce and inventory from manufacturing sites and thus we require exclusivity to hedge our exposure on the products we offer to the company.

There is a cure period of 15 days following notice of non compliance from contractor to company, after which it is agreed to liquidated damages of $1000.00 per day of first occurrence of breach of exclusivity.

5. Use of Marks. Company shall send to Contractor the marks, logos, and other design elements to affix to the products or packaging and or websites hosted by contractor. Company hereby warrants that it owns all rights necessary to use the such marks within the territories in which the products shall be manufactured and in places to which the products will be shipped. Company hereby grants Contractor a non-exclusive, royalty free license to use the intellection property of Company for the purpose of providing the products and services contained in this Agreement. Contractor reserves the right to place its own mark on the products or packaging in a non-obtrusive way to indicate that the products were produced/fulfilled by the Contractor. The manufacturer, if separate from the contractor, may have the right to include a similar mark.  

The Specified Work may be amended from time to time by a signed agreement, executed by both parties and attached hereto. unless otherwise specified the terms of such amendment shall be in addition to and not a restatement of the terms of this Agreement. Contractor may, at its sole discretion, amend the type, quality, and price of the products contained on Exhibit C. New prices shall apply to any Purchase Orders requested after Exhibit C has been updated. Company agrees to hold the contents of this Agreement, including Exhibit C in strict confidence.  

6. Unlabeled Manufactured Products. Contractor will store white labeled manufactured products in our fulfillment center once they are transferred from the manufacturing facility. Being that the products were manufactured and packaged UNLABELED, Contractor is not responsible for any of the claims listed on your Labels or Product Formulas.  

It is the contractors desire to ensure that companies maintain compliance with their labels and accurate manufactured supplement formulas. While we may provide advice with regards to your label, even may charge a fee for a compliance review to further assist, we take no responsibility nor accept liability for the legality or content of your label. We strongly suggest that you consult with appropriate counsel with regards to all FDA relabeling regulations. By signing below, you acknowledge your sole responsibility for the content of your label. If your labels are produced by the contractor, you will be required to approve the final version prior to any products being fulfilled. If you produce your own labels, and have us perform a compliance review, that review is to have us review the labels and provide recommendations based on our extensive knowledge and expertise, but this does not void your responsibility in any way.

NO ADVICE From the contractor should replace your own legal counsel's advice or negate any legal obligation for compliance of FDA or other governing agency and Contractor Recommends you approve each and every label independently from any compliance review fees paid to contractor.

7. Release of end recipient data. Company acknowledges that in order for the contractor to fulfill its obligations under the agreement, Customer Order data must be viewed and used by the Contractor. Company agrees to open use and full release of data to the contractor, its sister companies, partners, its parent company owners or their subsidiaries. No third party data sharing can occur without express written consent of both parties, and no third party use is authorized in this agreement.

EXHIBIT B

COMPENSATION SCHEDULE

Company shall compensate Contractor as follows: 

1. Company shall via subscription payments pay the Contractor The agreed per Rate from the Initial on the monthly anniversary date from the original purchase of each month during the term of this Agreement. Contractor can adjust the date at its discretion but must notify the contractor 30 days prior to any date change. Payments not made within 5 business days of the subscription period anniversary date may accrue a $59.00 Late Fee. Contractor may, at its discretion, set off amounts owed, refuse to ship or produce products, or avail itself of any other remedy at law or in equity in the event of non-payment. There is no proration for services and payments are made in advance thru the end of the service dates or subscription period based on companies selection for service from the offered plans and terms of each. Contractor may choose to convert or delete any files of the company if payment goes further than 10 days past due. Company agrees to keep a valid form of payment on file at all times for monthly fees and product purchases.

2. Product Purchases and any add on services. Company shall in addition to the monthly sums pay Contractor such sums as stated in any Purchase Order accepted by the Company or authorized additional monthly sum from the catalog or available upsells advertised by contractor. These upsells may or may not be part of the product catalog but are included in this agreement by reference. Additional services may be added or deleted at any time by the contractor and the contractor has the ability to do so without recourse from the company in any kind.

3. Company agrees to make full payment for all amounts owed or invoiced and hereby waives its right to dispute any amount for the monthly rates or product orders. If the Company successfully disputes an amount owed, it will be refunded to Company only if all payments owed to the Contractor have been made in full.

4. No breach or default by Contractor will excuse Company from compliance with the Section 4 of Exhibit A of this Agreement or to terminate this agreement except as is allowed by Section 2 of this Agreement.  

5. If Contractor disputes any payment for any product or service that is deemed to be authorized, Contractor reserves the right to require electronic Wire payments in lieu of CC payments from that point forward and may require a deposit type system for payment.

6. There is NO MONEY BACK GUARANTEE and ALL SALES ARE FINAL. The company may cancel at any time and will have access through their selected subscription period. It is understood and agreed that the contractor is immediately exposed to expenses on behalf of the company selecting or authorizing the contractor to perform work listed on this agreement and as such no payment refund is allowed and further company waives right to dispute any payment made in accordance with this agreement as long as payment was authorized in the terms or thru a automatic purchase order for product. Any error in billing is always available for refund but only after the cure period of 10 days has exhausted.

7. Any public post or review made by the company or its employees that is found to be misleading or potentially damaging to the contractors interests must be immediately removed at the direction of the Contractor. Failure to do so carries a $1000.00 per day liquidated damage and where allowed by law, accepting these terms comes with a default judgement or a confession of judgement, or agreed fee in favor of the contractor equal to these terms.

8. PLDS Monthly fee of $57.00. All accounts carry a specific monthly PLDS fee that starts the day the account is integrated with our fulfillment software and occurs monthly from that day forward. Monthly and annual plans include this fee in the rate. 1 time purchase or “Lifetime” plans will only be liable to pay the PLDS fee once they are integrated in addition to the fees paid at account startup. All other product, fulfillment, shipping and any additional selected services will also be paid as applicable based on sales or selections.

EXHIBIT C

PRODUCT CATALOG

See online Catalog for most current versions. 

EXHIBIT D

PURCHASE ORDERS / INTEGRATION ORDERS

If “company” utilizes a 3rd party or custom website or app, the company is solely responsible for working to integrate to Shipstation and must do so at their sole expense.  

Additionally, Rocktomic charges $75.00 Per hour, with a 1 hour minimum for any 3rd party integration time. and this is incorporated into any fee schedule if not listed above.

ROCKTOMIC INTEGRATIONS

Integrations shown above - Links and supported partners may change at any time.