AFFILIATE AGREEMENT

THIS AFFILIATE AGREEMENT (“Agreement”) is made by and between J  Marvin Consulting, Inc., DBA Virtual Assistant Academy, DBA Monetize Your Skills Academy) , a n d (“Affiliate”). The parties are also referred to herein collectively as the "Parties" and each, individually, as a "Party".

WHEREAS the Parties wish to enter into this Agreement to memorialize the understandings and agreements pursuant to which they have operated since the Effective Date, and to describe the respective rights and obligations of the Parties with respect thereto.

WHEREAS J Marvin Consulting, Inc. engages Affiliate for the purpose of providing certain services as an independent contractor related to providing courses for Virtual Assistant Academy’s audience, as more specifically identified hereinafter.

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and conditions herein, the Parties hereby agree as follows:

ARTICLE 1

TERM AND TERMINATION

Term. The term of this Agreement (“Term”) shall be for a one (1) year term, commencing on the Effective Date and shall automatically renew each year thereafter, unless otherwise terminated pursuant to the terms hereof (the “Expiration Date”).

 ​Cancellation/Termination. This Agreement may be canceled by J Marvin Consulting, Inc. at any time, with or without cause, without penalty or obligation, upon thirty (30) days written notice to Affiliate. Notwithstanding the foregoing, should J Marvin Consulting, Inc. cancel this Agreement without cause, Affiliate shall be entitled to receive pro-rata compensation for all services rendered as of the date of the termination of this Agreement by J Marvin Consulting, Inc.. If Affiliate cancels the Agreement without cause, J Marvin Consulting, Inc. shall be entitled to payment for all consequential and out-of-pocket expenses incurred at the time of, and as a result of, Affiliate’s cancellation.

A cancellation shall be deemed to occur “with cause” when either Affiliate or J Marvin Consulting, Inc. fails to comply with the terms of the Agreement such that their actions would constitute a breach of the Agreement, thereby justifying the canceling party in terminating the Agreement.

(i) If Affiliate should cancel the Agreement with cause, then Affiliate shall be entitled to payment, determined on a pro rata basis, for Services satisfactorily performed as of the date of termination,  but in no case shall Affiliate be entitled to any consequential damages. (ii) If Marvin Consulting, Inc. should cancel the Agreement with cause, then J Marvin Consulting, Inc. shall be entitled to payment for all consequential damages and out-of-pocket expenses incurred as a result of Affiliate’s breach of the Agreement, and Affiliate shall not be entitled to any payment for Services rendered.

Upon termination of this Agreement for any reason, Affiliate will immediately return all documents or other materials provided by or belonging to J Marvin Consulting, Inc., or produced pursuant to the terms of this Agreement, as applicable, including all passwords to any and all accounts, payment applications, or other services utilized by Affiliate in order to perform the Services hereunder (collectively, the “Materials”). In the event that Affiliate does not return any of the Materials to J Marvin Consulting, Inc. within five (5) days following the termination of this Agreement, J Marvin Consulting, Inc. may, to the full extent permitted by applicable law, deduct the value of the unreturned Materials from any amounts due to Affiliate by J Marvin Consulting, Inc. and/or seek injunctive relief to enforce this provision.

ARTICLE 2

PROVISION OF SERVICES

 ​Services to Be Rendered. J Marvin Consulting, Inc. shall retain, and Affiliate shall supply to J Marvin Consulting, Inc., services on the terms and conditions set forth herein, including, but not limited to bearing responsibility for the following:

Provide completed course material (“Course(s)”) to be hosted by J Marvin Consulting, Inc. on various websites which may or may not be in the brand name of “J Marvin Consulting, Inc.”;Act as a brand ambassador for J Marvin Consulting, Inc. when advertising the Courses hosted by J Marvin Consulting, Inc.;Advise and act upon their credibility and knowledge of the market in their Territory;If marketing J Marvin Consulting, Inc., they do so in a manner that is consistent with J Marvin Consulting, Inc.’s standards;Properly escalate issues that need further involvement from J Marvin Consulting, Inc. or any issues that J Marvin Consulting, Inc. should be made aware of;Provide timely feedback to J Marvin Consulting, Inc. (collectively the “Services”).

The Parties may agree upon the modification of Services in writing, signed by each of the Parties. This Agreement shall be executed by authorized representatives of each Party.

Affiliate shall be the only person or entity performing the Services set forth herein and if a subcontractor is engaged on behalf of the Affiliate, Affiliate agrees they have all rights necessary to share such work and that J Marvin Consulting, Inc. shall not be held responsible for Affiliate’s failure to ensure such. Affiliate shall comply with all local, state and federal laws which may be applicable to Affiliate in the jurisdiction in which the Affiliate resides, as well as those laws applicable to the jurisdiction in which J Marvin Consulting, Inc. is located and operates.

Affiliate agrees and understands that all Courses produced under this Agreement shall be vetted by J Marvin Consulting, Inc. prior to their hosting of such Courses. No Courses may be used in connection with J Marvin Consulting, Inc.’s branding, nor shall they be hosted by J Marvin Consulting, Inc., until vetting is completed and approval is received by J Marvin Consulting, Inc. in writing. Affiliate acknowledges that all approvals and vetting processes are completed at the sole discretion of J Marvin Consulting, Inc..

All materials produced by Affiliate as part of the Services shall be created by Affiliate as a "work-made-for-hire”, or an assignment, specially ordered or commissioned by J Marvin Consulting, Inc., with J Marvin Consulting, Inc. being deemed the sole author of such work and owner of all results and proceeds. J Marvin Consulting, Inc. entering into this Agreement with Affiliate shall be full and complete consideration for such results and proceeds and grant of rights. Affiliate agrees to execute any and all documents and perform all such actions which may be necessary to effectuate or confirm J Marvin Consulting, Inc.’s ownership of the materials produced by Affiliate hereunder. To the extent any such materials are not deemed a work-made

for-hire, Affiliate hereby grants to J Marvin Consulting, Inc. a full, exclusive, irrevocable license, in perpetuity, and worldwide, in any and all mediums, in and to such materials, and all derivative works thereof, and agrees to execute any and all documents to effectuate or evidence of grant of such license.

Affiliate shall not be an exclusive provider for J Marvin Consulting, Inc.. Affiliate agrees that J Marvin Consulting, Inc. may employ various affiliates to provide services and courses and this agreement does not promise or guarantee a continual placement of the Affiliate’s course, nor does it guarantee or promise exclusivity to Affiliate.

Fees. For the term of this Agreement, as long as Affiliate’s course is hosted on J Marvin Consulting, Inc.’s site, J Marvin Consulting, Inc. shall pay to Affiliate compensation (a "Fee") which shall be paid and calculated as 20% of the total sales from the Affiliate’s Courses and hosted by J Marvin Consulting, Inc.. All payments will be submitted to Affiliate, on a monthly basis, by J Marvin Consulting, Inc. through Paypal or by any other means at the sole discretion of J Marvin Consulting, Inc.

Cookie Life:The cookie life for affiliate links is set to 180 days. This means that if a potential customer clicks on your affiliate link, you will receive a commission for any purchases made by that customer within 180 days of the initial click. J Marvin Consulting, Inc. reserves the right to modify the cookie life at any time and at the sole discretion of J Marvin Consulting, Inc. Any changes to the cookie life will be communicated to affiliates in advance. It is the responsibility of the affiliate to stay informed of any updates to the terms of the affiliate program.

J Marvin Consulting, Inc.'s obligations hereunder with respect to the payment of any Fee shall expire upon the termination of this Agreement.

ARTICLE 3

NATURE OF RELATIONSHIP

Independent Contractor Status. To the fullest extent permitted by law, Affiliate shall be an independent contractor hereunder and Affiliate shall not be deemed an agent, employee, joint employee or servant of J Marvin Consulting, Inc.. Neither J Marvin Consulting, Inc. nor Affiliate shall have any right to act on behalf of or bind the other party for any purpose. Affiliate shall have the sole right, obligation, and discretion in the manner and method of the performance of the Services, so long as such Services are satisfactorily performed and the benchmarks set by J Marvin Consulting, Inc. are met.

No Employee Benefits. Affiliate shall not be eligible to participate in any of J Marvin Consulting, Inc.’s employee benefit programs, including but not limited to, any bonus, pension, profit sharing, stock option, 401(k), health, sickness, dental, accident, life, disability, retirement, severance, vacation and other paid time off, tuition benefits, deferred compensation, or insurance which J Marvin Consulting, Inc. may maintain for the benefit of any of its employees (if any), even if Affiliate is determined to be a common law or statutory law employee of J Marvin Consulting, Inc.. In addition, J Marvin Consulting, Inc. shall not be responsible for unemployment benefits for Affiliate in the event this Agreement terminates, or workers’ compensation benefits for Affiliate in the event Affiliate is injured in any manner while performing Services hereunder, even if Affiliate is determined to be a common law or statutory law employee of J Marvin Consulting, Inc..

Tax Duties and Responsibilities. Affiliate will be responsible for all foreign, federal, state and local taxes of Affiliate, including, social security taxes with respect to the Fee paid to Affiliate under this Agreement, unemployment compensation taxes, and any other fees, licenses or other payments required by law, other than sales tax ("Taxes"). Affiliate will be responsible for all workers' compensation coverage for itself and its employees. Affiliate represents that it has fully complied with all laws related to its receipt of income from a United States-based entity or person. J Marvin Consulting, Inc. shall handle all sales tax at its sole expense.

Confidentiality. Affiliate agrees to keep confidential and shall not reveal to any other person or entity, nor use for any other purpose other than in connection with Affiliate’s engagement with J Marvin Consulting, Inc., all Confidential Information provided by J Marvin Consulting, Inc., or to which Affiliate is exposed. As used herein, the term "Confidential Information" shall mean all non-public information (whether written, oral or in another medium), including all emails sent and received through the Email Account, provided by J Marvin Consulting, Inc. to Affiliate or to which Affiliate comes into possession as a result of Affiliate’s engagement hereunder, including, but not limited to, the terms of this Agreement, advertising information, market research, marketing plans, business plans, account information, models and strategies, customer lists and information, supplier lists and information, contact lists and information, referral sources, databases, software, sales techniques and strategies, financial information and projections, trade secrets, know-how, systems, methods, ideas and other information related to the business of J Marvin Consulting, Inc., and all notes, analyses, or other material prepared by Affiliate containing or based, in whole or in part, on any information provided or disclosed to Affiliate by J Marvin Consulting, Inc., other than information which (a) is known to Affiliate at the time of disclosure to Affiliate by J Marvin Consulting, Inc., (b) is or becomes publicly known through no wrongful act of Affiliate and/or (c) has been rightfully received by Affiliate from a third party who Affiliate reasonably believes is authorized to make such disclosure. In the event of any legal action or proceeding or asserted requirement under applicable law or government regulations calling for disclosure by Affiliate of Confidential Information, Affiliate shall forthwith notify J Marvin Consulting, Inc. and, upon request of J Marvin Consulting, Inc., shall cooperate with J Marvin Consulting, Inc. in contesting such disclosure at the expense of J Marvin Consulting, Inc.. Following Affiliate’s authorized use of the Confidential Information, Affiliate shall not, without the prior written consent of J Marvin Consulting, Inc., use any of the Confidential Information for any purpose. Upon J Marvin Consulting, Inc.'s request, Affiliate will promptly deliver to J Marvin Consulting, Inc. all copies of all Confidential Information furnished to it including analyses, compilations, studies and other material based in whole or in part on such material prepared by Affiliate. In the event that it is impossible to return any Confidential Information (i.e. information maintained on a hard drive of a computer), Affiliate will cause all such Confidential Information to be destroyed or permanently erased. Non-Solicitation of J Marvin Consulting, Inc. Customers And Contacts: Affiliate acknowledges and agrees that during the course and solely as a result of its engagement by J Marvin Consulting, Inc., Affiliate will become aware of some, most or all of J Marvin Consulting, Inc.’s customers, clients and industry contacts, their names and addresses, their representatives responsible for engaging J Marvin Consulting, Inc.’s services, or assisting J Marvin Consulting, Inc. with its business, their specific needs and requirements and leads and referrals to prospective customers and clients. All customers and clients, whether onboarded, referred by or engaged with Affiliate or not, shall be the property of J Marvin Consulting, Inc.. Affiliate further acknowledges and agrees that the loss of such contacts, customers and clients would cause J Marvin Consulting, Inc. great and irreparable harm. Consequently, Affiliate covenants and agrees that both during the Term of this Agreement (commencing with the Effective Date) and for a period of two (2) years following cessation of the Term, Affiliate will not directly or indirectly, for itself or on behalf of others, solicit or seek to do business related to the business of J Marvin Consulting, Inc. with any customer or client, former customer or client or prospective customer or client of J Marvin Consulting, Inc. about whom Affiliate learned Confidential Information and/or with whom Affiliate came into contact while working with J Marvin Consulting, Inc.. Affiliate will further not seek to entice a prospective, current or former J Marvin Consulting, Inc. customer away from J Marvin Consulting, Inc. based upon Affiliate’s knowledge of a customer’s needs and business which was learned by the Affiliate during its engagement by J Marvin Consulting, Inc.

Enforcement by Injunction. Affiliate acknowledges the protections of J Marvin Consulting, Inc. set forth in Sections 3.5 of this Agreement are of vital concern to J Marvin Consulting, Inc., and that monetary damages for any violation thereof would not adequately compensate J Marvin Consulting, Inc.. Accordingly, Affiliate agrees that the restrictions set forth in Sections 3.5 of this Agreement are reasonable and that, in addition to any other remedy, J Marvin Consulting, Inc. shall be entitled to enforce such Section by injunction and without the necessity of posting a bond, and may seek additional damages.

ARTICLE 4

INDEMNIFICATION

 ​Indemnification.

Affiliate agrees to indemnify and hold harmless J Marvin Consulting, Inc. and each of its managers, members, employees, directors, officers, subcontractors, agents or other members of its

workforce (“indemnified party”), against all actual and direct losses suffered by the indemnified party and all liability to third parties arising from or in connection with any actual or alleged breach of this Agreement or from any negligence or wrongful acts or omissions by the Affiliate or Affiliate's subcontractors.

Accordingly, Affiliate agrees to reimburse J Marvin Consulting, Inc. for any and all actual and direct losses, liabilities, lost profits, fines, penalties, costs or expenses (including reasonable attorneys’ fees) which may for any reason be imposed upon any indemnified party by reason of any suit, claim, action proceeding or demand by any third party that results from Affiliate's breach of any provision of this Agreement or from any negligence, wrongful act or omissions by Affiliate or its subcontractors. Affiliate’s obligation to indemnify the indemnified party shall survive the expiration or termination of this Agreement.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

 ​Affiliate’s Representations and Warranties.

Affiliate represents and warrants that: (i) it has the full power and authority necessary to enter into this Agreement; (ii) this Agreement has been duly authorized by all necessary action on the part of Affiliate and has been duly executed and delivered by it; (iii) Affiliate shall not perform any acts which would reflect negatively upon J Marvin Consulting, Inc., or commit any crimes of moral turpitude which might expose J Marvin Consulting, Inc. to ridicule or contempt, as determined by J Marvin Consulting, Inc. in its sole and absolute discretion; and (iv) the execution by Affiliate of this Agreement and the performance of its obligations hereunder will not breach or violate any other agreement to which it is a party.

Affiliate warrants that all Services provided hereunder will be performed pursuant to this Agreement in a good, workmanlike manner in accordance with industry standards of care, skill, and diligence used by persons who are skilled, trained and experienced with respect to the Services to be provided hereunder. Affiliate further warrants that it shall act in an ethical and appropriate manner while engaged under this Agreement and shall refrain from discrimination, inappropriate behavior and profanity. Affiliate shall be solely responsible for obtaining all third party releases related to copyrights, trademarks, or other intellectual property that Affiliate incorporates into any materials that are produced for or provided to J Marvin Consulting, Inc. by Affiliate as part of the Services or Courses. A violation of any terms in this section shall be grounds for immediate termination by J Marvin Consulting, Inc.

J Marvin Consulting, Inc.’s Representations and Warranties. J Marvin Consulting, Inc. represents and warrants that: (i) it has the full power and authority necessary to enter into this Agreement; (ii) this Agreement has been duly authorized by all necessary action on the part of J Marvin Consulting, Inc. and has been duly executed and delivered and (iii) the execution by J Marvin Consulting, Inc. of this Agreement and the performance of its obligations hereunder will not breach or violate any other agreement to which J Marvin Consulting, Inc. is a party.

ARTICLE 6

ADDITIONAL TERMS AND PROVISIONS

Intellectual Property. J Marvin Consulting, Inc. owns all rights, whether registered or not, to its patents, trademarks, copyrights, work products, derivatives, and related materials (“Intellectual Property”). Affiliate is granted an irrevocable license to use Courses they have produced for the purpose of J Marvin Consulting, Inc. hosting such work products. However, Affiliate shall not duplicate, replicate, reverse engineer or make any derivative or parody of the Intellectual Property. Further, Affiliate shall not use the Intellectual Property in any manner that is discriminatory, inappropriate, offensive or for any other reason as determined by J Marvin Consulting, Inc.. A breach of this section is immediate grounds for termination and legal remedies.

Legal Fees. If either Party brings an arbitration proceeding or a lawsuit in order to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees in addition to any other relief to which that Party may be entitled.

Governing Law/Jurisdiction. The interpretation, construction, and enforcement of this Agreement shall be in accordance with the Laws of the State of New York. Any claim, dispute or disagreement arising out of, connected with or in respect of this Agreement may be brought only in the courts of the State of New York or the federal courts within the State of New York, which courts shall have exclusive jurisdiction thereof, and each Party hereby waives any claim that such courts do not have jurisdiction or are an inconvenient forum. Affiliate expressly and unequivocally submits and consents to personal jurisdiction in the State of New York.

​Amendments. Any changes or amendments to this Agreement must be made in writing and signed by the Parties hereto.

Parties Bound. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

​Force Majeure.

Notwithstanding any provision contained herein to the contrary, should any matter or condition beyond the reasonable control of either Party (“force majeure”) (such as, but not limited to war, public emergency or calamity, strike, labor disturbance or disruption, fire, interruption of transportation service, breakdown of mechanical or electrical equipment, casualty physical disability, illness, earthquake, flood, Act of God, or other disturbance, or any governmental restriction whether federal, state or local) prevent performance by a Party to this Agreement, then the Parties shall be relieved of their respective obligations to the extent commensurate with the force majeure.Each Party shall provide immediate notice of any anticipated or threatened event of force majeure to enable the other Party to mitigate damages.

Miscellaneous. If any part of this Agreement is determined to be illegal, invalid, void or unenforceable, then that provision shall be deemed severed from the remaining provisions of this Agreement, and the remaining provisions shall be enforceable. Any severed provisions may be used to determine the intent of the Parties when interpreting the remaining provisions in the Agreement. This Agreement shall inure to the benefit of, and be binding upon, the Parties hereto and their heirs and executors. Headings or titles at the beginning of sections and paragraphs are for convenience of reference only, and shall not be considered a part of this Agreement, and shall not influence its construction. If J Marvin Consulting, Inc. does not enforce the performance of a particular term in this Agreement, J Marvin Consulting, Inc. does not thereby waive his right to enforce any subsequent breach or failure to perform by Affiliate.

Assignment. Affiliate may not assign or transfer this Agreement without the prior written consent of J Marvin Consulting, Inc., which approval may be withheld. J Marvin Consulting, Inc. may freely assign or transfer this Agreement.

Notices. All notices to be given under this Agreement by either Party will be written and sent by delivery in person, or by certified mail, return receipt requested, postage pre-paid, or by express mail delivery services, addressed to the Party at the address set forth in the first paragraph on page 1 of this Agreement, or to such other address as notified in writing by the Parties. Notice will be deemed given as of the date of receipt or rejection or inability to deliver shown on the return receipt or similar advice of delivery or attempted delivery, or if in person, the affidavit of the person making such delivery shall be conclusive proof of the delivery and the date and time of delivery.

No Encouragement or Disparagement. Affiliate agrees that Affiliate will make no derogatory, disparaging or defamatory remarks or statements, whether verbal, written, or digital, to any person or entity about J Marvin Consulting, Inc., its members, officers, employees, agents, or attorneys, or J Marvin Consulting, Inc.’s services, business practices and/or clients or prospective clients. This obligation still remains in effect notwithstanding termination of this Agreement.

Entire Agreement. This Agreement embodies the entire Agreement between the Parties hereto with respect to the transactions and engagement contemplated herein, and there have been no agreements, representations or warranties between the Parties other than those set forth or provided for herein.