and the following Licensee of the following address:
GUARDIANS OF EDEN a private membership association doing business as
Eden World
1065 SW 8th St PMB 569
Miami, FL 33130
Guardians of Eden is the successor in interest to Eden World LLC and administers all programs previously operated under the Eden World name.
Collectively, the “Parties.”
1 NATURE OF RELATIONSHIP
1.1 Guest Expert participates as an independent contractor contributor. Nothing in this Agreement creates employment, partnership, joint venture, or agency.
1.2 Guest Expert acknowledges participation provides access to a private membership community stewarded by Guardians of Eden.
2 REPRESENTATIONS AND WARRANTIES
Guest Expert represents and warrants that:
• They own or control all rights necessary to grant the licenses described herein
• Their materials do not infringe intellectual property rights
• Their materials comply with applicable laws
• They have authority to enter into this Agreement
Guardians of Eden represents it has authority to host, record, distribute, and integrate programming within its organization.
3 INTELLECTUAL PROPERTY LICENSE
3.1 Guest Expert retains ownership of original underlying intellectual property.
3.2 Guest Expert grants Guardians of Eden a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to:
• Record
• Reproduce
• Edit
• Distribute
• Publicly display
• Publicly perform
• Create derivative works of the Authored Work and related materials, including but not limited to presentations, slides, worksheets, audio recordings, video recordings, transcripts, promotional excerpts, compilations, adaptations, integrations into future programs, and all formats now known or later developed.
3.3 Event recordings created by Guardians of Eden, including edited versions and derivative media assets, are owned by Guardians of Eden.
3.4 Guardians of Eden may edit materials for clarity, branding, formatting, excerpting, and integration, provided the substance is not materially distorted.
3.5 License rights survive termination.
CONFIDENTIALITY AND COMMUNITY PROTECTION
4.1 Confidential Information includes member identities, communications, internal systems, financial models, marketing systems, event structures, and strategic plans.
4.2 Guest Expert shall not scrape, export, copy, download, or independently solicit from member lists outside the affiliate structure defined in the Addendum.
4.3 Confidentiality obligations survive indefinitely.
MORALS AND CONDUCT
Guardians of Eden may terminate participation immediately if Guest Expert engages in conduct that materially harms the integrity or reputation of the organization.
TERM AND TERMINATION
6.1 Either Party may terminate with thirty (30) days written notice.
6.2 Intellectual property rights, commission obligations, reporting, audit rights, confidentiality, indemnification, and dispute provisions survive termination indefinitely.
INDEMNIFICATION
Each Party agrees to indemnify and hold harmless the other from claims, damages, liabilities, costs, and expenses arising from:
• Breach of representations
• Intellectual property infringement
• Gross negligence or willful misconduct
DISPUTE RESOLUTION
8.1 Governing law: Florida.
8.2 Venue: Miami-Dade County, Florida.
8.3 Parties agree first to mediation.
8.4 If unresolved, binding arbitration in Florida.
8.5 Prevailing Party entitled to attorneys’ fees.
ENTIRE AGREEMENT
This Agreement and attached Addendum constitute the entire agreement. Amendments must be in writing and signed by both Parties.--------------------------
ADDENDUM
MEDIA & REVENUE PARTICIPATION TERMS
-----------------------------
COMMISSION – GUEST EXPERT TO GUARDIANS OF EDEN
1.1 Rate: Twenty percent (20%) of gross revenue received.
1.2 Applies to any client originating from exposure within Guardians of Eden community.
1.3 Applies perpetually.
1.4 Commission due within sixty (60) days of Guest Expert’s receipt of payment.
1.5 Attribution via:
• Unique affiliate link
• Unique coupon code
• CRM tagging via Ontraport or comparable CRM
COMMISSION – GUARDIANS OF EDEN TO GUEST EXPERT
2.1 Rate: Ten percent (10%) of gross membership revenue for Sanctuary memberships purchased through Guest Expert’s affiliate link.
2.2 Payment timeline: Within ninety (90) days or end of fiscal quarter, whichever occurs first.
REPORTING
Each Party shall:
• Maintain accurate CRM and financial records
• Provide quarterly written reports detailing gross revenue, attribution, and commission calculations
• Deliver report within thirty (30) days of quarter end
AUDIT RIGHTS
4.1 Upon fifteen (15) days written notice, either Party may request documentation necessary to verify commission revenue.
4.2 Audit limited to sales subject to commission.
4.3 If underpayment exceeds five percent (5%), underpaying Party covers audit costs.
LATE PAYMENT
5.1 Overdue commissions accrue interest at 1.5% per month.
5.2 Failure to remit within thirty (30) days after notice constitutes material breach.
DATA PROTECTION
No Party may export, copy, scrape, or independently solicit from the other Party’s list outside the defined affiliate structure.
SURVIVAL
Commission, reporting, audit, confidentiality, and license provisions survive indefinitely.
SIGNATURES 