SOLIN PRIME ADVERTISING AND WHITELISTING AGREEMENT

This Agreement (“Agreement”), effective as of the date you click the “I Agree” button or checkbox below, signifying your acceptance of the following terms and conditions (the “Effective Date”), is entered into by and between Blue Light Holdings, Inc., DBA Solin (“Solin”), and you (“Creator”). The parties agree as follows.

1. Solin Prime:

Solin Prime is a subscription service offered by Solin that provides nutrition guidance through a high-protein recipe generator, a custom meal plan generator, and a cash back incentive on select products and services offered by creators on the Solin platform. Solin shall retain all revenue from Solin Prime. Solin shall fully fund the cash back incentive.

2. Whitelisting Authorization:

Creator authorizes Solin to whitelist Creator’s Facebook and Instagram accounts (“Accounts”). This authorization allows Solin to (a) run advertisements, sponsored content, and promotional campaigns for Solin Prime on the Accounts (each a “Campaign”); and (b) use, manage, serve, and optimize paid advertisements for Solin Prime on any content ever posted on the Accounts, including content created before the Effective Date (“Content”). This whitelisting authorization shall continue in effect indefinitely, unless Creator provides written notice to Solin of its intent to revoke such authorization, in which case the authorization shall terminate 60 days after Solin’s receipt of such notice; provided, however, that any ongoing Campaigns may continue for up to 90 days following receipt of such notice.

3. Content License:

Creator grants Solin a perpetual, worldwide, royalty-free, sublicensable, and transferable license to use any Content, in original or modified forms, for any lawful purpose, including commercial, promotion, and advertising purposes, and in any media now existing or hereafter created, including on Solin’s website and all of Solin’s social media properties, such as Facebook and Instagram.

4. Advertising and Promotion:

Solin will promote Solin Prime and where applicable, potentially increase exposure for Creator’s products and services, as follows:

  • Paid Advertising: Solin may run paid advertisements for Solin Prime on any whitelisted Accounts. Such advertisements may contain a link or other means of redirecting the user to a webpage to subscribe to Solin Prime. Solin has sole discretion and control over any content, targeting, budget, and optimization associated with such advertisements. Creator shall not bear any advertising costs associated with such advertisements.
  • Promotion of Creator’s Products: When a user clicks on a whitelisted advertisement and subscribes to Solin Prime, Solin will attempt to display one of Creator’s products on the next screen. However, Solin does not guarantee that Creator’s product will always be shown, as technical issues or platform constraints may affect placement.
  • Incentives: Solin may provide incentives to purchase Solin Prime, such as discount codes, to users associated with the Accounts. Such incentives are funded by Solin and do not affect any revenue that Creator may be entitled to receive from Creator’s products and services.

5. Term and Termination:

This Agreement will commence on the Effective Date and continue until terminated by either Party. Either Party may terminate this Agreement at any time, with or without cause, by providing at least 60 days’ written notice. Upon termination of this Agreement, Solin will use commercially reasonable efforts to remove all advertisements from Creator’s Accounts within 90 days from the receipt of such notice. Termination of this Agreement does not affect any rights or obligations accrued prior to the termination date.

6. Representations and Warranties:

Creator represents and warrants that: (a) it has the right to grant the licenses and authorizations set forth in this Agreement; (b) it owns or has the necessary rights to all Content and intellectual property used in connection with this Agreement; (c) its content does not infringe on any third-party rights; and (d) it will comply with all applicable laws, rules, and social media platform policies. Creator agrees to indemnify, defend, and hold harmless Solin and its affiliates from any claims, damages, losses or expenses arising out of or related to Creator’s Content or any breach of this Agreement, including any breach of the representations and warranties set forth above.

7. Limitation of Liability:

To the fullest extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, consequential, or punitive damages arising out of or relating to this Agreement. Solin’s liability under this Agreement shall not exceed the aggregate amount earned by Solin in connection with this Agreement.

8. General Provisions:

  • Entire Agreement: This Agreement constitutes the entire understanding and agreement between the parties and supersedes all prior agreements regarding Solin Prime.
  • Amendments: Any amendments or changes to this Agreement must be made in writing and signed by both parties.
  • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of California, without regard to conflict of laws principles.
  • Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
  • Arbitration: Any disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in Los Angeles, California under JAMS rules; provided, however, that either party may seek injunctive or other equitable relief in any court of competent jurisdiction for any infringement of its intellectual property.