AFFILIATE TERMS AND CONDITIONS These Affiliate Terms and Conditions (the “Agreement” or “Terms and Conditions”) are between Kmac LLC (“Company”) and you, the individual who, by this Agreement, becomes a marketing affiliate (“you”) for Company’s 90min Strategy Session (Company’s “Offer”).

1. Background and Intent. Company has created a program by which individuals may sign up to be a marketing affiliate (an “Affiliate”) for the Offer (the “Program”) in exchange for a commission percentage (as detailed below). By entering into this Agreement and accepting the terms of this Agreement, you become an Affiliate for the Shop the Offer.

2. Term. The term of this Agreement will begin on the date you agree to and accept these terms and will continue for as long as you remain an active Affiliate (according to the terms of this Agreement) or until this Agreement is terminated.

3. Commissions.

a. Structure. Company will pay you a commission in the amount of 10% (ten percent) on each sale of the Offer (the “Commission”) so long as that purchase results in actual payment to Company and results from your unique link or code (each, a “Qualifying Purchase”). Commissions are paid based on the final price reflected at sale, after any applicable discounts. Other commissions may become available from time to time during your participation in the Program, in Company’s discretion.

b. Exclusions. Qualifying Purchases do not include: purchases of Products the Offer not made with your unique link or code; any purchases you make from Company; purchases on Products that are ultimately refunded or canceled the Offer if it is ultimately refunded or canceled; or fraudulent purchases.

c. Payment. You must link your PayPal account within seven (7) days of becoming an Affiliate in order to receive any Commission payment. Commissions will be distributed to you monthly, so long as the total monthly Commission amounts to Ten U.S. Dollars ($10 USD) or more. If your Commission does not meet the stated payout threshold, it will roll over until such time that you do meet the minimum payout threshold. It is your sole responsibility to ensure you have entered and maintain true and accurate information with Company in order to receive Commissions to which you are entitled.

d. Refunds and Chargebacks. If Company receives a chargeback or refund request from any customer that purchased using your unique link or code and the chargeback or refund is honored by the bank or credit card institution, Company may deduct that amount from your future payouts.

4. Affiliate Status. Company may, in its discretion, terminate your participation in the Program.

5. Legal Compliance. You are completely and solely responsible for complying with all applicable laws when promoting the Shop. This includes, but is not limited to, email marketing laws (e.g., CAN-SPAM Act), applicable state privacy laws, and regulations from the Federal Trade Commission regarding the use of affiliate disclaimers and disclosures online.

6. Prohibited Activities. As an Affiliate, you are prohibited from engaging in any of the following: • Making any guarantees regarding the Offer any Product;

• Reverse-engineering or otherwise abusing the technology for any purpose other than legitimate participation in the Program;

• Holding yourself out as a Company employee or agent;

• Using your own affiliate link and/or code to make purchases for yourself (all such purchases will be immediately ineligible for Commissions and may result in your immediate termination as an Affiliate);

• Placing your affiliate link or affiliate code on any coupon code or discount website (e.g., RetailMeNot or similar);

• Posting Company’s intellectual property (screen shots, excerpts, videos, other content) without Company’s prior, written permission;

• Posting Company’s testimonials without Company’s prior, written permission;

• Using Company’s intellectual property – including, but not limited to, text, trademarks, logos, videos, or other creative content – in a disparaging way or a manner that negatively or unlawfully impacts Company’s business;

• Purchasing or acquiring any domain names or social media handles that include “Kmac LLC”; Be Good Guide; or “Katelyn MacLachlan” or any combination of the foregoing;

• Any activity the result of which would result in liability to Company.

7. Termination; Updates to Terms. Either party may terminate this Agreement at any time upon written notice to the other. Company reserves the right to terminate you and/or amend these Terms and Conditions at any time, with advanced notice to you. If you do not agree to the updated Terms and Conditions, or if you wish to terminate your participation in the Program, you must notify Company of your termination in writing. You will be issued any commission owed as of the date Company receives your written notice and your status as an Affiliate for Company will immediately terminate. If you do not terminate your status as an Affiliate within five (5) business days of any update to this Agreement, your continuance will be deemed an agreement to those updates and/or modifications. If Company terminates this Agreement due to your breach, Company is entitled to seek any applicable damages.

8. Disputes. If you wish to dispute any payout made under this Agreement, you must request applicable records within thirty (30) days of that payout. Any requests made beyond the thirty (30) day threshold will not be considered. If a dispute arises between you and Company wherein you allege Company has breached the terms of this Agreement, you must first provide written notice of your dispute to Company and provide Company thirty (30) days in which to rectify the breach. If Company does not rectify the breach or the breach is not able to be rectified within that time, and you and Company are not able to amicably resolve the dispute amongst yourselves, the dispute must first be submitted to a neutral, third-party mediator of your mutual choosing before the institution of any litigation.

9. DISCLAIMER AND LIMITATION OF LIABILITY. COMPANY DOES NOT GUARANTEE UPTIME, FUNCTIONALITY, OR ANY TECHNICAL SPECIFICATIONS FOR ANY PLATFORMS IT UTILIZES FOR PURPOSES OF DELIVERING THE OFFER . OUTAGES AND WEBSITE INTERRUPTIONS ARE OUTSIDE OF COMPANY’S CONTROL AND COMPANY DOES NOT AND CANNOT GUARANTEE THAT THE OFFER OR ANY THIRD-PARTY PRODUCTS OR PLATFORMS UTILIZED BY COMPANY WILL BE UNINTERRUPTED, ERRORFREE, OR SECURE AND SPECIFICALLY DISCLAIMS ANY LIABILITY THAT COULD POTENTIALLY RESULT FROM THE SAME. If, despite the previous sentence, liability is imposed on Company, the maximum amount of financial liability to which Company will be responsible is the actual Commission paid out to you for the thirty (30) days preceding the applicable claim or the amount paid by your referred customer in the thirty (30) days preceding the applicable claim. RESULTS FROM YOUR ENROLLMENT IN THIS PROGRAM ARE NOT GUARANTEED.

10. Relationship of the Parties. In your role as an Affiliate, you are an independent contractor for Company, and this Agreement will not be construed as creating an employer/employee agency, partnership or joint venture relationship between you and Company. You are solely responsible for all taxes owed in connection with any Commissions earned as a result of this Agreement.

11. Indemnification and Hold Harmless. You will release, indemnify, hold Company harmless from, and defend Company against, any damage, liability or expenses incurred as a result of any claim, judgment, damages, liabilities, costs, expenses or adjudication against Company arising from any breach of this Agreement by or from your action or inaction because of, in connection with, or relating to the Program or otherwise arising out of the subject matter of this Agreement, including attorneys’ fees and costs and including any costs of collection. Likewise, Company will indemnify, defend, and hold you harmless for any injury, property damage, liability, claim or other cause of action arising out of or related to Company’s intentional breach of this Agreement. Indemnification described in this Section includes reasonable attorneys’ fees and costs incurred as a result of a party’s material breach.

12. Entire Agreement. This Agreement constitutes the final agreement between you and Company and supersedes all prior understandings between us. In entering into this Agreement, neither you nor Company has relied upon any statement, representation, warranty, or agreement of the other party except for what is specifically contained in this Agreement.

13. Governing Law; Venue. This Agreement will be construed according to the laws of the State of Tennessee for contracts wholly performed and executed in that state, regardless of conflict-of-law considerations. All disputes arising under or related to this Agreement must be submitted first to a mutually agreed-upon mediator in Nashville Davidson TN or, if mediation fails, to a court of competent jurisdiction in Nashville Davidson TN (or, if no such court exists, a court as close as possible to that location).

14. Severability; Waiver. If any part of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement will remain valid, binding, and enforceable. If one party breaches this Agreement and the non-breaching party does not enforce the terms of this Agreement, that waiver of the breach will not affect the non-breaching party's ability to enforce the terms of this Agreement at any time.

15. Assignment. You may not assign or transfer this Agreement. Company may assign the Agreement to a successor in interest, such as a company that absorbs all of Company’s assets, or as otherwise specifically permitted under this Agreement.

16. Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

17. Your Electronic Acceptance. Execution of these Terms and Conditions delivered by your checking the box for electronic acknowledgement on the Affiliate registration page is deemed to have the same legal effect as delivery of an original, manually signed copy of this Agreement.

18. Company’s Acceptance. Company has acknowledged, read, and agreed to the Terms and Conditions above.