and GUARDIANS OF EDEN, a private membership association, doing business as: Eden World, 1065 SW 8th St PMB 569, Miami, FL 33130

Guardians of Eden, a Private Membership Association, doing business as Eden World, and successor in interest to Eden World LLC, administers all programs and associated assets.

Collectively, the “Parties.”

1. PRIVATE MEMBERSHIP CONTEXT

This Agreement is entered into within the private domain of Guardians of Eden, a Private Membership Association. Participation is voluntary and occurs within a private membership environment.

2. NATURE OF RELATIONSHIP

2.1 Guest Expert participates as an independent contractor contributor.

2.2 Nothing in this Agreement creates employment, partnership, joint venture, or agency.

2.3 Guest Expert acknowledges participation provides access to a private membership community stewarded by Guardians of Eden.

3. INTELLECTUAL PROPERTY LICENSE

3.1 Guest Expert retains ownership of Guest Expert’s pre-existing intellectual property.

3.2 Guest Expert grants Guardians of Eden a non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable license to record, reproduce, host, display, and distribute the Guest Expert’s session recording and submitted materials solely in connection with Guardians of Eden’s private membership platform, internal member library, and related Association programming. This license includes the right to make technical edits, formatting edits, and reasonable excerpting of the recording for internal library use, archival use, and promotional use of Guardians of Eden and its membership offerings, including short clips, trailers, teasers, captions, thumbnails, and similar promotional materials. Any public display or public performance rights are limited strictly to promotional excerpts of the session used to market Guardians of Eden and its membership offerings. Guardians of Eden shall not create standalone derivative products, courses, trainings, publications, or other commercial assets based primarily on Guest Expert’s teachings or materials, and shall not sublicense, sell, or distribute the full recording or submitted materials to third parties apart from display within Guardians of Eden’s own properties and channels for membership and promotional purposes.

3.3 All recordings and media assets created by Guardians of Eden from the applicable session shall be owned by Guardians of Eden as media assets, subject always to Guest Expert’s retained ownership of Guest Expert’s pre-existing intellectual property, teachings, frameworks, methods, trademarks, and underlying content embodied in such recordings.

3.4 License rights granted under this Section survive termination solely in accordance with the limited scope and permitted uses expressly set forth herein.

4. CONFIDENTIALITY AND COMMUNITY PROTECTION

4.1 Confidential Information includes member identities, communications, internal systems, and proprietary materials.

4.2 Guest Expert shall not copy, export, scrape, or solicit from member lists outside approved affiliate structures.

4.3 Confidentiality obligations survive indefinitely.

5. PROMOTIONAL OBLIGATIONS

5.1 Affiliate Link Assignment

Guardians of Eden shall provide Guest Expert with a unique affiliate link and, where applicable, a unique coupon code for tracking and attribution.

5.2 Promotional Commitment

Guest Expert agrees to actively promote their participation and/or Guardians of Eden programs through:

• Email Promotion: No fewer than 1 dedicated email(s) sent within 14 days before and/or after the applicable event or program launch, including affiliate link and clear call to action
• Social Media Promotion: No fewer than 1 posts across active platforms (including but not limited to Instagram, Facebook, LinkedIn, or other agreed platforms) within the promotional window, incorporating affiliate link or coupon code where permitted

5.3 Affiliate Link Usage

Guest Expert agrees to use the assigned affiliate link or coupon code in all promotional materials including emails, posts, stories, reels, newsletters, blogs, and podcast mentions

Failure to use the designated tracking tools results in forfeiture of commission attributable to that promotion

5.4 Content Standards

All promotional content must:

• Accurately represent Guardians of Eden programs
• Comply with FTC disclosure requirements
• Avoid false, misleading, or exaggerated claims
• Be provided for review upon request

5.5 Promotional Window

Unless otherwise agreed in writing:

(a) fourteen (14) days prior to the applicable event or launch; and
(b) seven (7) days following the applicable event or launch.

5.6 Tracking and Attribution

Commission is contingent upon proper use of affiliate tracking tools

Guardians of Eden is not responsible for unattributed sales

5.7 Cooperation

Guest Expert agrees to reasonably cooperate with promotional efforts, including use of provided assets and tagging Guardians of Eden or Eden World accounts where appropriate

5.8 Member Gift and Extended Promotion Rights

5.8.1 Member Gift Offering

Guest Expert may provide a complimentary resource, experience, or digital product (“Member Gift”) to be offered to Guardians of Eden members for the purpose of voluntary opt-in to Guest Expert’s email list.

5.8.2 Opt-In Structure

All opt-ins for the Member Gift shall occur through Guest Expert’s designated landing page or system. Guest Expert is solely responsible for compliance with all applicable data, privacy, and email marketing laws.

5.8.3 Post-Event Promotion by Guardians of Eden

Guardians of Eden agrees to distribute one (1) dedicated promotional email within a reasonable timeframe following the applicable event or program, directing members to the Guest Expert’s Member Gift.

5.8.4 Paid Offer Promotion

Guardians of Eden agrees to distribute one (1) additional promotional email supporting Guest Expert’s paid offer following the Member Gift distribution.

5.8.5 Ongoing Promotional Window

For a period of twelve (12) months following the Guest Expert’s participation:

• Guest Expert may request one (1) promotional email per launch or campaign
  
• Guardians of Eden retains discretion over timing, alignment, and messaging
  
• Promotion is contingent upon an active affiliate structure or commission participation benefiting Guardians of Eden

5.8.6 Commission Alignment

All promotions under this section are contingent upon a valid affiliate link or tracking mechanism ensuring proper attribution of sales and commission.

6. OUTSIDE WORK WITH MEMBERS

6.1 Guest Expert acknowledges that participation creates exposure to a trusted private community developed by Guardians of Eden

6.2 Guest Expert agrees that any clients originating from this exposure carry derived value from the Association’s reputation, positioning, and member trust

6.3 Guest Expert agrees to inform Guardians of Eden of any such client relationships and coordinate in good faith regarding engagement

6.4 A referral contribution equal to twenty percent (20%) of gross revenue actually received by Guest Expert shall apply to the first paid transaction only of each new client directly referred or attributable to Guardians of Eden through Guest Expert’s participation, appearance, content, or exposure within the Association ecosystem.

6.5 No referral contribution shall be due for any client or lead with whom Guest Expert had a documented pre-existing relationship, active lead status, or prior business conversation before the applicable Guardians of Eden exposure.

6.6 A client shall be deemed attributable to Guardians of Eden where the client first encountered Guest Expert through a Guardians of Eden event, member platform, affiliate link, designated landing page, promotional email, tracking link, coupon code, or other reasonably verifiable source connected to the Guest Expert’s participation with Guardians of Eden.

6.7 Payment is due within thirty (30) days of Guest Expert’s receipt of funds from each qualifying first paid transaction.

6.8 Guest Expert agrees to maintain accurate records and report such activity

7. MORALS AND CONDUCT

Guardians of Eden may terminate participation immediately if Guest Expert engages in conduct that harms the integrity, safety, or reputation of the Association.

8. TERM AND TERMINATION

8.1 Either Party may terminate with thirty (30) days written notice

8.2 Confidentiality, payment obligations accrued before termination, reporting obligations relating to commissions earned before termination, dispute resolution, and license rights granted under Section 3 survive termination solely in accordance with their stated terms.

9. INDEMNIFICATION

Each Party agrees to indemnify and hold harmless the other from claims arising from:

• Breach of representations
• Intellectual property infringement
• Gross negligence or willful misconduct

10. DISPUTE RESOLUTION

10.1 Governing law: Florida

10.2 Venue for any permitted court proceeding and for enforcement of any arbitration award shall be Miami-Dade County, Florida.

10.3 Parties agree to attempt internal resolution first

10.4 If unresolved, disputes shall proceed to binding arbitration in Miami-Dade County, Florida.

10.5 The prevailing Party in any arbitration or permitted court proceeding arising out of this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

11. ENTIRE AGREEMENT

This Agreement and Addendum constitute the entire agreement. Amendments must be in writing and signed by both Parties.

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MEDIA & REVENUE PARTICIPATION TERMS

1. COMMISSION – GUEST EXPERT TO GUARDIANS OF EDEN

1.1 Rate: Twenty percent (20%) of gross revenue actually received from the first paid transaction of each qualifying new referred client.

1.2 Applies only to new clients originating from and reasonably attributable to Guardians of Eden exposure, promotion, member platform presence, event participation, tracking link, coupon code, or other verifiable referral source connected to Guest Expert’s participation.

1.3 Applies separately to each qualifying new referred client, but only to that client’s first paid transaction, and not to renewals, repeat purchases, upsells, downsells, or future transactions.

1.4 Payment due within thirty (30) days of Guest Expert’s receipt of funds from each qualifying first paid transaction.

2. COMMISSION – GUARDIANS OF EDEN TO GUEST EXPERT

2.1 Rate: Ten percent (10%) of gross membership revenue

2.2 Applies to purchases made via Guest Expert affiliate link

2.3 Payment issued within ninety (90) days or end of fiscal quarter

3. REPORTING

Each Party shall:

• Maintain accurate financial and CRM records
• Provide quarterly reports
• Deliver reports within thirty (30) days of quarter end

4. AUDIT RIGHTS

4.1 Either Party may request verification with fifteen (15) days notice

4.2 Audit limited to commission-related transactions

4.3 If underpayment exceeds five percent (5%), underpaying Party covers audit costs

5. LATE PAYMENT

5.1 Interest accrues at 1.5% per month

5.2 Failure to remit within thirty (30) days after notice constitutes material breach

6. DATA PROTECTION

No Party may copy, export, scrape, or independently solicit from the other Party’s list outside defined affiliate structures

7. SURVIVAL

Commission, reporting, audit, confidentiality, and license provisions survive termination solely in accordance with the terms expressly stated in this Agreement and Addendum.

SIGNATURE