Independent Consultant Agreement

LIQUID BEVERAGES, LLC d/b/a UNICORN DISTILLERY Independent Consultant Agreement

THIS INDEPENDENT CONSULTANT AGREEMENT (the “Agreement”) is entered into by and between the signatory below, a Unicorn Distillery independent consultant (“I” or “me” or “my” or a “Consultant” or a “Unicorn Affiliate”) and Liquid Beverages, LLC d/b/a Unicorn Distillery (“Unicorn Distillery” or “Company”). I understand and agree that my relationship with Company will be governed by the terms and conditions herein as follows:

1. Definition of this Agreement. As an independent consultant for Unicorn Distillery (each, a “Consultant” or collectively, “Consultants”), I understand that I must comply with the terms and conditions set forth in this Agreement, including the Unicorn Distillery Policies & Procedures (the “Policies & Procedures”), the Unicorn Distillery Compensation Plan (the “Compensation Plan”), and the Unicorn Distillery Terms of Use (the “Terms of Use”), which are incorporated into and made a part of this Agreement. As used herein, the term “Agreement” refers to these four documents collectively. I understand that I am solely responsible for the means and methods by which I promote, market and educate consumers regarding all alcoholic beverages produced by Unicorn Distillery, including but not limited, to vodka and tequila (the “Unicorn Distillery Products”), subject to my compliance with this Agreement. I further understand that this Agreement requires integrity, honesty and responsibility in my behavior and actions with Company, my Customers, Unicorn Affiliate Program Members, and my fellow Consultants.

2. Independent Contractor Status. Consultants, including Business Entity Consultants (as defined in the Policies & Procedures), shall at all times be independent contractors and not an employees, partners, legal representatives, or franchisees of Unicorn Distillery. Consultants shall not be held out as agents of Unicorn Distillery for any purpose other than described in this Agreement. No fiduciary relationship exists between the Parties. Consultants shall, at all times, have and maintain control of the manner and means of their performance under this Agreement, subject to compliance with this Agreement. Consultants have no authority, either express or implied, to bind Unicorn Distillery to any obligation.

a. Status. Consultants shall not be treated as employees of Unicorn Distillery for any purpose including, without limitation, federal, state or local tax purposes or retirement benefits. Unicorn Distillery will not withhold or make payments for state or federal income tax, social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of a Consultant. As a result, Consultants shall not receive or be entitled to receive any insurance or benefit plan sponsored by Unicorn Distillery and will not be covered by Unicorn Distillery’s workers’ compensation, unemployment insurance or retained coverage. Any contrary final determination by an arbitrator, court, or other tribunal shall require the amendment of this Agreement in any way necessary to establish an independent contractor relationship.

b. 1099. For Consultants who received $600 or more in compensation in any calendar year, Unicorn Distillery shall report their payments as required using IRS Form 1099, and such Consultants shall report all such payments to the appropriate federal, state and local taxing authorities. Consultants are fully responsible for paying applicable local, state, federal and other taxes on any income earned from the marketing and promotion of Unicorn Distillery Products and any payments or other monetary or non-monetary compensation under this Agreement. Unicorn Distillery will not withhold or make payments for state or federal income tax, social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of a Consultant. I understand that I must complete and submit to Company an IRS W-9 and shall update the W-9, as required by law, and as set forth in more detail in the Policies & Procedures.

c. Taxes. Consultants are solely responsible for paying all expenses incurred during the course of business, including any license requirements or fees associated with operating as an independent business or as an independent consultant, and assume the business risk in connection with their independent businesses (each, a “Consulting Business”). There is no guarantee that there is or will be a market for Unicorn Distillery Products or that Consultants will earn money.

d. Liquor Revenue. I acknowledge and agree that Company’s usual course of business is selling vodka and tequila. I represent and warrant that I am not in the business of selling vodka and tequila. I represent and warrant that I am in the business of marketing, promotions and education. I acknowledge and agree that Company’s usual course of business is not marketing, promotions and education. I acknowledge and agree that these acknowledgments, representations, and warranties in this section are material inducements to Company’s willingness to enter into this Agreement with me, upon which Company has relied when deciding whether to enter into this Agreement with me.

3. Business Starter Kit. I AM TWENTY-FIVE (25) YEARS OF AGE OR OLDER and I agree to purchase a non-commissionable Business Starter Kit from Unicorn Distillery. I understand that a Business Starter Kit is the only purchase required to conduct business as a Consultant. I also agree to pay any renewal fees required to extend the term of this Agreement. If you are a Montana resident, you may return your Business Starter Kit for a full refund within fifteen (15) days from the date of purchase. Please see the Policies & Procedures for more detailed return policies and procedures.

4. Sales Tax. I understand that a sale that is generated out of my marketing, promotions and education efforts is not final until my Customers place their orders using the Unicorn Distillery online order system that is operated by a third party e-commerce service provider and hosted on my Consulting Business Website (defined below) and such orders are received and fulfilled by Unicorn Distillery. I understand that the appropriate sales/use tax amount will be charged to my Costumers, collected from my Costumers, and remitted to the appropriate agencies. When my Customers’ orders are placed, sales tax is charged on the actual retail price, taking into account any discounts applied.

5. Services to be Performed by Independent Consultants.

a. I will market, promote and educate customers about Unicorn Distillery Products, including vodka and tequila, by conducting marketing events or on my personal consultant website (the “Consulting Business Website”), if applicable, and tasting experiences using the Unicorn Distillery process described in the Policies & Procedures. My Consulting Business will market, promote, and educate customers about Unicorn Distillery Products only to end users (my “Customers”). I will inform my Customers that Unicorn Distillery offers a “Satisfaction Guarantee Policy” with respect Unicorn Distillery Products, and I will assist my Customers with any questions they may have with respect to any Unicorn Distillery Products.

b. I cannot carry inventory of vodka and tequila for sale directly to my Customers, Unicorn Affiliate Program Members or my fellow Consultants.

c. Due to the regulations of the sale of alcoholic beverages, all vodka and tequila sales must be made between Unicorn Distillery and the end user directly through the Company’s website (“Website” or “Unicorn Distillery’s Website”). I also agree to promote responsible consumption of vodka and tequila and not serve vodka and tequila to minors or facilitate the sale of vodka and tequila to minors.

d. Self-Hosted Vodka and Tequila Tastings. I understand that I may only purchase vodka and tequila for tastings for my personal guests and may not purchase vodka and tequila on behalf of another individual. I also understand that I may not charge my personal guests any fee to attend the tasting event I host.

e. Vodka and Tequila Tasting Approved Locations. I understand that I may only conduct vodka and tequila tastings in private venues where there is a designated event host who has pre-purchased vodka and tequila from Unicorn Distillery. Consultants may not pour vodka and tequila at public events or where there is a fee to attend or a charge for alcohol unless otherwise allowed by applicable law.

f. Tasting Notes. I understand that I may utilize information posted at https://unicorndistillery.com/about/unicorn-tasting-notes/ by Unicorn Distillery regarding the flavor profiles of the vodka and tequila.

g. Direct Shipping Licenses. I understand Company, including its subsidiaries and distillery partners, is the licensed entity and that all orders must be processed and fulfilled through Company or its approved licensees. I cannot deliver or sell vodka and tequila directly to my Customers or do anything that would jeopardize Company’s good standing and permits or licenses.

6. Sponsoring Independent Consultants Responsibilities. In the event I sponsor an applicant to become a Consultant and the application is accepted by Unicorn Distillery, I will accept the duties and obligations of training, support and recognition as set forth in this Agreement.

7. Use of Unicorn Distillery Intellectual Property. I acknowledge that, upon Unicorn Distillery’s acceptance of this Agreement, Unicorn Distillery has granted me a limited, non-exclusive license to use its trademarks, service marks, trade names, patents, software coding (including source code) and copyrighted materials (“Unicorn Distillery Intellectual Property”), all of which is owned solely by Unicorn Distillery and/or its licensors, and that my use of Unicorn Distillery Intellectual Property is strictly limited by the terms of the Policies & Procedures. Examples of Unicorn Distillery Intellectual Property are provided in the Policies & Procedures. I may use Unicorn Distillery Intellectual Property only (a) after obtaining written permission from Unicorn Distillery prior to use, or (b) where the Unicorn Distillery Intellectual Property appears on materials distributed by Unicorn Distillery to Consultants. I agree to use written, recorded or other promotional or advertising materials that have been produced, distributed and approved in writing by Unicorn Distillery. Any other promotional or advertising materials I use will be used in accordance with the Policies & Procedures. All rights and licenses granted in or under this Agreement shall terminate automatically upon the termination of this Agreement.

8. Site Downtime. I acknowledge that the Company’s Website including the online order system may be subject to temporary shutdowns from time to time for maintenance and/or due to causes beyond Unicorn Distillery’s or its vendor’s reasonable control, and that Unicorn Distillery shall have no liability to me by reason of any such shutdowns.

9. Ownership and Use of Confidential Information. I acknowledge that Unicorn Distillery owns all product, Consultant information including my information and data (including names, contact information, profile details and other data), and my Customer information and data that I may create or compile, including but not limited to business reports, customer lists (including names, contact information, and other data), information pertaining to Downline genealogy (if pre-approved in writing by the Company), and any other information which may contain financial, business or customer information, product and purchasing information, operating and production procedures, product development information, financial data and marketing materials are confidential and proprietary and constitute trade secrets belonging to Unicorn Distillery (collectively, “Confidential Information”), and that all Confidential Information is confidential and that its disclosure could cause significant harm to Unicorn Distillery. I will not use or disclose Confidential Information to any person except in strict accordance with this Agreement and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. I will not use Confidential Information to sell products or services other than Unicorn Distillery Products and services or in connection with any other business during the term of and after termination of this Agreement. I understand that I will be deemed to breach my obligations to Unicorn Distillery with respect to Confidential Information or trade secrets if I work or perform services (including consulting or advisory services) for a competitor of Unicorn Distillery in any position in which I am required to or do use, disclose or otherwise employ any Confidential Information obtained during my relationship with Unicorn Distillery. I understand and agree that this provision does not prohibit me from working for a competitor of Unicorn Distillery during the term of this Agreement or after the termination of this Agreement, but requires me not to use, share or otherwise communicate Confidential Information (including trade secrets) to such a competitor or to perform services for such a competitor. I agree that a breach of this provision shall cause irreparable harm to Unicorn Distillery and that Unicorn Distillery will be entitled to injunctive relief in the event of a breach of this provision, in addition to any other legal or equitable remedies to which Unicorn Distillery may be entitled. I further agree that the terms of this Agreement shall be deemed Confidential Information and shall be subject to the provisions of this Section 9. Upon Unicorn Distillery’s reasonable written request, I agree to return to Unicorn Distillery all Confidential Information, including but not limited to all marketing collateral, marketing plans, documentation, notes, plans, drawings and copies thereof. All information is provided “AS IS” and without any warranty, express, implied or otherwise, regarding its accuracy or performance.

10. Authorized Business and Product Claims. Any claims that I make about my Consulting Business shall be in compliance with the Policies & Procedures. I further agree to limit any claims I make about my Consulting Business, including, but not limited to earnings ability, to those claims authorized or approved in writing by Unicorn Distillery. I understand and acknowledge that this obligation extends to any statements I may make in response to my Customer inquiries about my Consulting Business or any Unicorn Distillery Products.

11. Conflicting Obligations. I represent and warrant that I have no agreements, relationships, or commitments to any person or entity that conflict with the provisions of this Agreement, my obligations to Unicorn Distillery under this Agreement and/or my ability to perform services under this Agreement. I will not enter into any such conflicting agreement during the term of this Agreement.

12. Non-Solicitation. During the term of this Agreement and for two (2) year thereafter, I may not use Company’s trade secrets, directly or indirectly solicit any Consultant or any Unicorn Distillery employee for engagement as an employee, or as an independent consultant, contractor or distributor of any direct selling or network marketing company, nor will I solicit any Unicorn Distillery employee to become a Consultant during this period. “Solicit” includes (i) communicating information or offering to provide information about any other direct selling or network marketing business opportunity to a Consultant or Unicorn Distillery employee; (ii) posting or messaging information about another direct selling or network marketing business opportunity on any social media site utilized by me to promote my Consulting Business; (iii) tagging any Consultant or Unicorn Distillery employee with a post on any social media site that provides information or offers to provide information about another direct selling or network marketing business opportunity; and (iv) enrolling or attempting to enroll a Consultant or Unicorn Distillery employee as a consultant, independent contractor or distributor in another direct selling or network marketing company. This conduct constitutes soliciting even if my actions are in response to an inquiry made by another person who is a Consultant or a Unicorn Distillery employee.

13. Release and Permission. I hereby grant Unicorn Distillery and its subsidiaries, affiliates, partners, manager, officers, employees, agents, associates successors, assigns or other representatives an unrestricted, perpetual, worldwide, irrevocable, royalty-free, transferable, sub-licensable and fully paid-up license to use, reuse, license, reproduce, modify, adapt, publish, edit, translate, display, perform, distribute, transmit, broadcast, communicate to the public and otherwise exhibit throughout the world, create derivative works from, and otherwise exploit and use my name, including nicknames and social media handles, likeness, image, photograph, biographical information, testimonial information, voice, persona, opinions, comments, and in any and all media and by any means of transmission, distribution or communication, whether now known or hereafter created, including by way of example and not limitation, any television, radio, the Internet and online forums, and in audio visual works, photographs, sound recordings, marketing and public relations materials, publications and the like (collectively, “Media Materials”) for advertising, publicizing, marketing and promotion of Unicorn Distillery, and I waive remuneration for such use. I further waive my right to inspect or approve all preliminary, draft or finished Media Materials.

14. Term and Termination of this Agreement.

a. Term. This Agreement is effective from the date of acceptance by Unicorn Distillery and will automatically renew every twelve (12) months on the anniversary of the date I enter into this Agreement pursuant to the terms set forth in more detail in the Policies & Procedures, unless I notify Unicorn Distillery in writing that I do not wish to renew the Agreement on the anniversary date and such notice shall be provided no less than fifteen (15) days prior to the anniversary date, or if this Agreement is terminated immediately by Unicorn Distillery as provided in the Policies & Procedures and the Agreement.

b. Involuntary Termination. Unicorn Distillery may immediately terminate this Agreement in the event of any prohibited actual or attempted assignment of the Agreement, or my misrepresentation relating to Company or my Consulting Business, or my uncured breach of any provision of this Agreement. Unicorn Distillery shall provide me with notice of such breach and I shall have seven (7) days to cure such breach. If Company terminates this Agreement, Company may reject any future reapplications by me as a Consultant and pursue all applicable legal remedies.

c. Voluntary Termination. Either party may to terminate this Agreement at any time, for any reason with fifteen (15) days prior written notice to the other party. Notice of termination must be submitted in writing to the Company at its principal place of business or via email to info@unicorndistillery.com.

d. Notices. The parties shall notify the other party of termination of the Agreement by written notice to the other party (the “Termination Notice”). All written notices, including the Termination Notice, required by this Agreement to be given to a party will be deemed effective three (3) business days after mailing to the party’s most current mailing or immediately if sent to the email address on file with Unicorn Distillery. Notices must include the party’s name, address, and if to Consultant, then the Consultant’s ID Number.

15. Events upon Termination of this Agreement. Upon termination of this Agreement,

a. I will (i) within five (5) business days pay all amounts due and owing to Unicorn Distillery; (ii) immediately cease representing myself as a Consultant of Unicorn Distillery; and (iii) be ineligible to receive any compensation as a Consultant not earned as of the date of termination of this Agreement. I hereby authorize Company to withhold from any payments due me under the Compensation Plan any amounts due and owing to Company to the fullest extent allowed by applicable law. Notwithstanding the foregoing, any amounts due and owing to me shall be paid by Company within thirty (30) days from the Termination Notice effective date.

b. I will immediately cease all use of Unicorn Distillery Intellectual Property and Confidential Information (as defined in this Agreement and the Policies & Procedures) and will cease holding classes, workshops, tastings, and presentation or otherwise displaying, offering for sale or promoting Unicorn Distillery Products. I agree and acknowledge that the Policies & Procedures further describe the events that shall occur upon termination of this Agreement.

16. Transferability. Neither this Agreement nor my Consulting Business may be transferred or assigned by me or operated in partnership with any other person without Unicorn Distillery’s prior written consent. Company may assign this Agreement at any time for any reason as determined by Company in its sole and absolute discretion.

17. Entire Agreement; Amendment. This Agreement (including the Policies & Procedures and Compensation Plan) in its current form, and as may be amended by Unicorn Distillery in the future, supersedes all prior communications, understandings and agreements between the parties and constitutes the entire agreement between the parties relating to its subject matter. I have carefully read and agree to comply with this Agreement and the Policies & Procedures and Compensation Plan, each of which are incorporated into and made a part of this Agreement. I understand that I must be in good standing to be eligible for bonuses or commissions from Unicorn Distillery. I also understand that this Agreement may be amended by Unicorn Distillery in its sole and absolute discretion, and I agree to abide by all such amendments. Notification of amendments shall be posted on the Unicorn Affiliate Portal and emailed to me using the email address I provided to Unicorn Distillery. Amendments shall become effective thirty (30) days after notice of the amendment is posted, but amended policies shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. The continuation of my Consulting Business or my acceptance of bonuses or commissions after the effective date of amendments shall constitute my acceptance of any and all amendments.

18. Indemnification; Offset. I will indemnify and hold harmless Company, its subsidiaries, affiliates, partners, managers, officers, employees, agents, associates, successors, assigns and other representatives from and against any damages, claims or liabilities and expenses (including attorneys’ fees) incident to my: (a) activities as a Consultant including, without limitation, any unauthorized representations made by me; (b) any negligent, reckless or intentionally wrongful act of myself or my assistants, employees, contractors or agents, including with respect to claims by third parties related to infringement of third party intellectual property rights; (c) a determination by an arbitrator, court, agency, or other tribunal that the I am not an independent contractor, (d) breach by me or by my assistants, employees, contractors or agents of any of the terms of this Agreement; or (e) violation of or failure to comply with any applicable federal, state or local laws or regulations. Company shall have the right to offset any amounts owed by me to Company (including, without limitation, the repayment of commissions as a result of charge backs and/or product returns) against the amount of any commissions or bonuses owed to me to the fullest extent permitted by applicable law.

19. Limitation of Damages. TO THE EXTENT PERMITTED BY LAW, COMPANY AND ITS SUBSIDIARIES, AFFILIATES, PARTNERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, ASSOCIATES, SUCCESSORS, ASSIGNS AND OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR, AND I HEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM OF ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST BUSINESS, AND LOST OPPORTUNITIES, HOWEVER CAUSED, ARISING OUT OF OR RELATING TO COMPANY’S PERFORMANCE, NONPERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS RELATIONSHIP OR OTHER MATTERS BETWEEN MYSELF AND COMPANY, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY, OR OTHERWISE, EVEN IF UNICORN DISTILLERY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IT IS AGREED THAT ANY DAMAGE TO ME SHALL NOT EXCEED, AND IS HEREBY EXPRESSLY LIMITED TO THE AMOUNT OF UNSOLD UNICORN DISTILLERY PRODUCTS OWNED BY ME, COMMISSIONS, BONUSES AND OVERRIDES.

20. Cumulative Remedies/Waiver. All rights, powers and remedies given to either party are cumulative, not exclusive and in addition to any and all other rights and remedies provided by law. No failure or delay of either party to exercise any power or right under this Agreement or to insist upon strict compliance by me with any obligation or provision shall constitute a waiver of such party’s right to demand exact compliance therewith. Waiver by Unicorn Distillery can be effective only in writing by an authorized officer of Unicorn Distillery.

21. Injunctive Relief. Either Unicorn Distillery or I may apply to a court of competent jurisdiction for temporary, preliminary or permanent injunctive relief on the ground that without such relief the agreement to arbitrate in this Agreement may be rendered ineffectual. For example, any breach of the confidentiality or non- solicitation provisions of this Agreement by me would cause Unicorn Distillery immediate and irreparable harm that could not be made whole solely by monetary damages; therefore, seeking injunctive relief in court before or simultaneous with demanding arbitration, is appropriate.

22. Other Terms and Representations.

a. I have full legal capacity to enter into this Agreement in the state in which I reside. I agree to comply with all laws, rules and regulations governing the conduct of my business.

b. I will refer to the Company’s Website and/or the Policies & Procedures to confirm the Company’s current states of operation, which may change at any time. I understand that I may not conduct business in any state that has not been confirmed by Unicorn Distillery as an authorized state for the sale of vodka and tequila via the Unicorn Distillery Program.

c. I certify that I am not part of any other Consultant’s Consulting Business and operating my Consulting Business independently.

d. If any provision of this Agreement is determined to be invalid or unenforceable, that determination will not affect any other provision of this Agreement and the provision in question will be modified by the reviewing arbitrator, court, agency, or other tribunal so as to be rendered enforceable. The headings in this Agreement are inserted for convenience only and are not part of this Agreement.

23. Dispute Resolution. In the event of any dispute between the parties hereto regarding this Agreement that the parties are unable to resolve among themselves, the parties shall submit to non-binding mediation conducted in Seattle, Washington before filing suit. The mediation shall not last longer than one (1) business day (approximately eight hours) unless otherwise agreed by all parties. The parties shall select one mediator, who shall not be related to, affiliated with, or employed by either party. Any party may initiate mediation by sending a written demand for mediation to the other party. If the other party does not respond to the demand within fourteen (14) days or fails to participate in any scheduled mediation agreed to by the parties, the party sending the demand may seek an order compelling mediation and the party that failed to respond to the demand or participate in the scheduled mediation shall pay the actual attorney’s fees and costs incurred by the party seeking an order to compel mediation. This section shall in no way limit the parties’ right to injunctive relief. THE PARTIES HERETO WAIVE A JURY TRIAL IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT.

24. Governing Law. The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Washington, without regard to principles of conflicts of laws, shall govern all other matters relating to or arising from this Agreement, my Consulting Business, relationship between the Parties, or any other claim between the Parties.

25. Entire Agreement. The Policies & Procedures are incorporated into this Agreement, along with the Compensation Plan, and constitutes the entire agreement of the Parties regarding their business relationship.

26. California Consumer Privacy Act Addendum. The California Consumer Privacy Act of 2018, Civil Code Sections 1798.100 et seq. together with any amendments, rules, regulations, and decisions (the “CCPA”) impose specific obligations on the Company as a Business and on the Consultant as a Business with regard to the processing, handling, use, and protection of Personal Information of California Consumers. This CCPA Addendum sets forth the data privacy requirements imposed by the CCPA and is incorporated by reference into the Agreement.

a. Definitions. For purposes of this CCPA Addendum, the following terms shall mean as follows:

- i. “Consumer” means a natural person who is a California resident as defined under the CCPA.

- ii. “Personal Information” means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or household received by Consultant in connection with the Services including, but not limited to, the examples of Personal Information identified in the CCPA.

- iii. “Personal Information Breach” means any breach of security leading to the unauthorized access and exfiltration, theft, or disclosure of nonencrypted or nonredacted Personal Information resulting from the failure to implement and maintain reasonable security procedures and practices as set forth in the CCPA.

- iv. “Reasonable Security Procedures and Practices” means security measures appropriate to the nature of the Personal Information that are implemented and maintained to prevent the unauthorized access and exfiltration, theft, or disclosure of nonencrypted or nonredacted Personal Information and which comply with the applicable Center for Internet Security (“CIS”) Controls.

- v. “Sell” means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Consumer’s Personal Information by the Consultant to a third party for monetary or other valuable consideration.

- vi. “Service Provider” means the Consultant and the services (“Services”) provided by the Consultant as specified in the Agreement.

b. Service Provider Relationship. The Company and Consultant agree that Consultant is a separate business entity and is acting as a Service Provider to Company under the Agreement and under the CCPA. The services provided by the Consultant are specified in the Agreement and shall include use of the Consulting Business Website to market, promote, and educate customers about Unicorn Distillery Products only to end users. If the Consultant collects Personal Information directly from a Consumer in connection with the Services, then Consultant shall be deemed a Service Provider under this CCPA Addendum and the CCPA.

c. Obligations of Consultant.

i. Consultant shall implement Reasonable Security Procedures and Practices regarding the Personal Information.

ii. Consultant shall notify the Company immediately upon becoming aware of a Personal Information Breach involving the Personal Information.

iii. If Consultant receives a request to know or a request to delete from a Consumer regarding the Personal Information and does not comply with such request, Consultant shall explain the basis for the denial and inform the Consumer to submit the request directly to the Company and provide the Consumer with the contact information for the Company.

iv. Consultant, as a Service Provider, agrees that it will not:

v. Consultant hereby certifies that it understands the restrictions set forth in (c)(iv)(1)-(3) above.

d. Deletion. Upon Company’s written request, and subject to and in accordance with all applicable laws, Consultant, as a Service Provider, agrees to promptly delete any and all Personal Information.

e. Termination. The Company shall have the right to terminate the Agreement and/or CCPA Addendum in the event that Consultant is or becomes non-compliant with this CCPA Addendum or the CCPA regarding the Personal Information.

f. Indemnification. Notwithstanding any other limitation of liability or indemnity provisions to the contrary in the Agreement, if Consultant breaches any of its obligations under this CCPA Addendum or the Agreement, Consultant shall indemnify, defend, and hold the Company harmless from and against all loss, cost, harm, expense (including reasonable attorney’s fees), liabilities or damages (“Damages”) arising from the breach. For avoidance of doubt, Damages include (i) monetary fines and penalties issued by any regulatory or governmental authority, and (ii) amounts paid to third parties as damages or amounts paid under the Company’s indemnity obligations to third parties, which shall be considered direct damages.

I acknowledge that I have read, understand and agree to the terms set forth in this Unicorn Distillery Independent Consultant Agreement, as well as the Unicorn Distillery Policies & Procedures, the Unicorn Distillery Compensation Plan, and the Unicorn Distillery Terms of Use. I certify that all of the information provided by me in connection with becoming an Independent Consultant and in this Agreement is true and accurate. I AM TWENTY-FIVE (25) YEARS OF AGE OR OLDER, and I have a valid Taxpayer Identification Number (“TIN”), either a Social Security Number (“SSN”) or Employer Identification Number (“EIN”).