ARTICLE I – APPOINTMENT AND FEES

1. Right to Promote LIFEWISE Offerings. The Company hereby appoints, and grants Affiliate the non-exclusive and non-assignable right to offer the renewable energy advisory services offered by the LIFEWISE (“LIFEWISE Services”) according to the terms and conditions of the Company’s Affiliate Program.

2. Referral Fee Potential Customers Referred by Affiliate. LIFEWISE Services may be offered by the Affiliate to qualified prospective customers. When a customer referred by an Affiliate purchases services and/or products from LifeWise the Affiliate will receive a referral fees (“Referral Fee”) as defined on the then current Affiliate Referral Program, a copy of which is provided herewith. For the purposes of this Agreement, a “Customer” is the purchaser of a Photovoltaic Solar System for their home, commercial establishment, or community, or purchases solar-generated power by signing a Power Purchase Agreement (“PPA”) from LifeWise or its financing or installation engineering and construction partners, and the system is installed, commissioned, and for which LIFEWISE has been paid. Affiliates understands and agrees that Referral Fees will only be paid for systems sold, installed, working, and paid for if the Affiliate is in good standing at the time the referral was made, and the referral has been made in accordance with LifeWise program requirements.

LIFEWISE will remit to the Affiliate the Referral Fee monthly for fees earned in the prior month.

To earn a Referral Fee the Affiliate must promote the LIFEWISE services and provide the required prospective customer information using the Affiliate’s link on the LifeWiseSolar.com website or mobile application provided by LIFEWISE, and (b) by being the first Affiliate who has referred the Customer. Affiliate acknowledges that LIFEWISE may, at its sole discretion, modify the Referral Program Fees and Program policies. The Affiliate Fees earned will be paid based on Affiliate Program structure at the time the customer referral is entered into the LifeWise website.

LIFEWISE shall have the sole discretion to determine if a prospective customer is qualified to purchase and shall have the sole discretion to estimate, design and propose the solution pricing and agreement terms for the prospective customer.

3. Commissions for Closed Sale of LifeWise Services. An Affiliate may, at the discretion of LifeWise, be certified by LifeWise to present LifeWise proposals and agreements to prospective customers and attempt to close such agreements. Affiliates approved by LifeWise will receive a commission for a closed agreement based on the value of the sold services and products. Affiliates who both refer the Customer and close the agreement will be entitled to receive both the Referral Fee and Sales Commission. Affiliates may not modify any proposal or pricing presented by LifeWise.

ARTICLE II – MARKETING AND SUPPORT

1. Affiliate Marketing. Affiliate may only advertise LifeWise Services and utilize the LifeWise brand with the express consent and approval of LifeWise. LifeWise will provide discounted marketing and advertising services to Affiliates upon Affiliate’ request and at Affiliate’s cost.

ARTICLE III – PROPRIETARY RIGHTS

1. Use of Company Name and Brands.
The Affiliate shall not rebrand, rename, or otherwise use any other names, brands, marks or other promotional items using the LifeWise brand other than those provided by the Company. The Affiliate may not use the Company’s trade or service marks in any other business or to market any other products or services other than those related to the Company’s LIFEWISE Services without the express consent of LIFEWISE. All advertising and other promotional material used by the Affiliate that promotes the LifeWise Services or utilizes the LifeWise brand must first be submitted to Company at least two (2) weeks in advance and will only be used if LIFEWISE consents thereto, which consent shall not be unreasonably withheld.

2. Instructions, Reports and Data. LIFEWISE collects information, statistics, performance data, and other information related to the promotion and provision of the LIFEWISE Services. Portions of this data are confidential and proprietary in nature and are the sole possession of the Company. The Company retains for itself all proprietary rights in and to all such LIFEWISE Data. LifeWise will make available to Affiliate status and earnings information for any referral made by Affiliate.

ARTICLE IV – DURATION OF AGREEMENT

1. Term. The term of this Agreement shall be for one (1) year from the date hereof, unless sooner terminated by either party by giving ten (10) days written notice to the other party. The Agreement will renew for an additional one-year term if neither party terminates this Agreement.

ARTICLE V – NOTICES

1. Notice or Communication. Any notice or communication required or permitted hereunder (other than Administrative Notice) shall be in writing and shall be sent by registered mail, return receipt requested, postage prepaid and addressed to the addresses set forth below or to such changed address as any party entitled to notice shall have communicated in writing to the other party. Notices and communications to Company shall be sent to:
If to the Company
CEO
LifeWise Solar, LLC
6 Canterbury Lane
Bluffton, SC 29910

If to the Affiliate to the address listed on the cover page hereof.

Notices and communications to Affiliate shall be sent to address shown on first page of this Agreement. Any notices or communications to either party hereunder shall be deemed to have been given when deposited in the mail, addressed to the then current address of such party.

2. Date of Effectiveness. Any such notice or communication so mailed shall be deemed delivered and effective seventy-two (72) hours after mailing thereof in the United States.

ARTICLE VI – GENERAL PROVISIONS
1. Relationship of Parties. The relationship between the parties established by this Agreement shall be solely that of independent contractor or vendor and vendee and all rights and powers not expressly granted to the Affiliate are expressly reserved to the Company. The Affiliate shall have no right, power, or authority in any way to bind the Company to the fulfillment of any condition not herein contained, or to any contract or obligation, expressed or implied.

2. Independence of Parties. Nothing contained in this Agreement shall be construed to make the Affiliate the agent for the Company for any purpose, and neither party hereto shall have any right whatsoever to incur any liabilities or obligations on behalf or binding upon the other party. The Affiliate specifically agrees that it shall have no power or authority to represent the Company in any manner other than to refer potential customers to the Company; that the Affiliate will seek potential customers and provide the required information related to the prospective customer to enable LifeWise to present a proposal to the prospective customer as an independent contractor in accordance with the terms of this Agreement; and that it will not at any time represent themselves as an employee of the Company in any manner.

3. Indemnity. The Affiliate agrees to hold the Company free and harmless from any and all claims, damages, and expenses of every kind or nature whatsoever (a) arising from acts of the Affiliate not authorized by this Agreement; (b) as a direct or indirect consequence of termination of this Agreement in accordance with its terms; or (c) arising from acts, statements, or claims made by the Affiliate not authorized hereby or by the Company in a proposal or agreement presented to a Referred Customer.

4. Assignment. This Agreement constitutes a personal contract and Affiliate shall not transfer or assign this Agreement or any part thereof without the advance written consent of Company.

5. Entire Agreement. The entire Agreement between the Company and the Affiliate covering the LifeWise Services is set forth herein and any amendment or modification shall be in writing and shall be executed by duly authorized representatives in the same manner as this Agreement. The provisions of this Agreement are severable, and if any one or more such provisions are determined to be illegal or otherwise unenforceable, in whole or in part, under the laws of any jurisdiction, the remaining provisions or portions hereof shall, nevertheless, be binding on and enforceable by and between the parties hereto.

6. Applicable Law. This Agreement shall be governed by the laws of the State of South Carolina.

7. Separate Provisions. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.