Healthy Response Consulting Group LLC dba Purely Soothing LLC,

REFERRAL AFFILIATE AGREEMENT

Healthy Response Consulting Group LLC (HRCG) Referral Affiliate Agreement
(“Agreement”) is entered into this _______day of______2022(the “Effective Date”) by
and among _______________________________________(the “Affiliate”) and HRCG LLC, an
Arizona corporation (the “Company”), for the purposes set forth herein.
WHEREAS, Company has established a replicated website (purelysoothing.com) to
provide Affiliates and their prospective clients with an online marketplace selling products
that are exclusively offered through HRCG affiliated company agreements.
WHEREAS, Affiliate desires to both refer potential clients to the Company in exchange
for a commission generated from sales of products to those clients because of such
introductions; and additionally, Affiliate may desire to register directly sponsored sub-affiliates
to their business:

NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. RECITALS: The Recitals set forth above are incorporated herein by this reference.
2. CLIENT REFERRALS: During the Term, the Affiliate will make Introductions (as defined in
Schedule A) of the Company to potential Clients, including Wholesalers for purposes of
promoting the Sale of Products to such potential clients. The Affiliate will use their
professional judgment as to the appropriateness of a particular introduction
(recognizing that some Introductions may not be appropriate at a particular time or at
any time). The Company may meet or conference and negotiate independently with a
potential client/wholesaler opportunity after an Introduction with respect to a
potential client relationship and the terms applicable to such potential client
relationship. The Affiliate may not object to any decisions made by the Company
regarding the terms or conditions of a particular relationship entered into after an
Introduction. Further, the Company will have sole discretion to enter or not enter into
an arrangement with a potential client. The Company shall not enter into any client
agreement that results in non-payment of commissions earned by the referring
Affiliate and the sub-affiliate as long as either are active and in good standing with the
Company when commissions are due.
3. COMMISSION PAYMENTS: During the Term, Company will pay Affiliate a commission
(the “Compensation”) on “Net Sales Revenue” (as defined below) generated as a result
of Affiliate referred client purchases of product in accordance with Schedule A. The
Compensation shall be considered complete consideration for all product sales made
during the Term. Affiliate shall be responsible for any and all income and other taxes
applicable to it in connection with its receipt of Compensation pursuant hereto and as an
independent contractor of the Company. The Company will not be responsible for any
expenses of the Affiliate in the course of the performance of its obligations hereunder
unless such expenses have been previously approved in writing by the Company.
4. TERM AND TERMINATION: The term (the “Initial Term”) of this Agreement shall
commence on the Effective Date and shall continue for a period of twelve (12) months.
Prior to the end of the Initial Term and each “Renewal Term” (as hereafter defined), this
Agreement will automatically extend for an additional twelve (12) month period (each,
a “Renewal Term”) unless either party sends to the other party a notice of non-renewal
at least thirty (30) days prior to the expiration of the “Term” (as hereafter defined). The
Initial Term and any Renewal Terms shall be collectively referred to herein as the “Term.”
This Agreement may be terminated by either party upon thirty (30) days prior written
notice.
The following provisions shall survive the Termination Date: Sections #5
(Representations and Warranties), #6 (Indemnification), #7 (Limitation of Liability).

5. REPRESENTATIONS AND WARRANTIES: Each of Affiliate and Company represents
and warrants that: (i) it has the right to enter into this Agreement and the right to grant
the rights and licenses granted herein; (ii) it is not a party to any agreement, contract, or
understanding that would prevent, limit or hinder its performance of this Agreement; (iii)
during the Term, it will not enter into any contract, agreement or understanding which
is in conflict or which would interfere with the full and complete performance of any of
the duties or grants hereunder; and (iv) it is not a party to any pending claims or litigation
which might affect its performance of this Agreement.

a. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, TO THE MAXIMUM
EXTENT PERMITTED BY LAW, EACH PARTY DISCLAIMS ALL PRODUCT WARRANTIES
AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH
RESPECT TO THE MARKETING SERVICES PROVIDED TO THE OTHER PARTY AND
OTHER OBLIGATIONS UNDERTAKEN HEREUNDER, INCLUDING WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE (EVEN IF REFERRER HAS BEEN INFORMED OF SUCH
PURPOSE), OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR
TRADE PRACTICE. FURTHER, THE COMPANY DOES NOT MAKE ANY WARRANTY
THAT THE QUALITY OF THE PRODUCTS PURCHASED OR OBTAINED BY A CLIENT
AFTER AN AFFILIATE OR COMPANY REFERRAL WILL MEET SUCH CLIENT’S
EXPECTATIONS.

6. INDEMNIFICATION: Each party (an “Indemnifying Party”) shall indemnify, defend
and hold harmless the other party (the “Indemnified Party”), its affiliates, and each of
their directors, officers, employees, and agents from and against all claims, suits and
proceedings and any and all related liabilities, losses, expenses, damages and costs
(including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”)
incurred by the Indemnified Party, relating to or arising out of the breach by the
Indemnifying Party of any of its duties, obligations, representations or warranties
under this Agreement. An Indemnified Party will (i) promptly notify the Indemnifying
Party of any claim, suit, or proceeding for which indemnity is claimed (but the
Indemnifying Party shall be relieved from liability only to the extent any delay in
providing such notice prevents the Indemnifying Party from defending such claim, suit
or proceeding); (ii) cooperate reasonably with the Indemnifying Party at the
Indemnifying Party’s expense; and allow the Indemnifying Party to control the defense
or settlement thereof. The Indemnified Party will have the right to participate in any
defense of a claim and/or to be represented by counsel of its own choosing at its own
expense.
7. LIMITATION OF LIABILITY: NEITHER PARTY HERETO WILL BE LIABLE TO THE OTHER PARTY
FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN
IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) SUCH AS,
BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS, OR LOST BUSINESS,
OR INDIVIDUAL OR BUSINESS BANKRUPTCY PROCEDINGS WHICH WOULD IMMEDIATELY
INITIATE TERMINATION OF AFFILATE’S AGREEMENT WITHOUT RECOURSE.
a. A party’s failure to bring a claim against the other party within one (1) year after
the date on which the claiming party becomes aware of the existence of a potential
claim, constitutes a waiver of such claim.

8. NON-SOLICITATION AND NON-COMPETE. By signing this Agreement, Affiliate
understands and acknowledges that the success of the HRCG Program, financial viability
of said COMPANY and ability of COMPANY to compete in their marketplace requires that
the Affiliate does not solicit the company’s client for any competing services the
COMPANY may not offer. As a result, Affiliate warrants and agrees not to solicit, directly
or indirectly, any Potential or registered Client or Wholesaler for any product
sales/services performed by Affiliate/sub-affiliate not related directly with Company
business for a period of two (2) years from the date of COMPANY’s PRODUCT SALES
PROCESSING FULFILLMENT last contact with the registered Client or Wholesaler,
regardless of the length of contact or history between said Client and Affiliate.
In addition, by signing this Agreement, Affiliate understands and acknowledges that the
possession of COMPANY Confidential Information by Affiliate of Proprietary Information
could be used to damage COMPANY in the highly competitive nature of the business of
COMPANY; and as a result, Affiliate agrees that they will not, during the term of this
Agreement for however long extended and for period of two (2) years after the
termination of this Agreement: (i) directly or indirectly engage in any “Competitive
Business” (defined as a business that designs, develops, manufactures, markets or sells
a product, product line or service that competes with any product, product line or service
of COMPANY as they presently exist or as may be in existence or development, including
without limitation, designing, developing, implementing, marketing or selling any mean
or method of obtaining or attempting to obtain for its Clients, credits, refunds, or
overcharges; (ii) assist others in engaging in any Competitive Business in the manner
described in the foregoing clause (i); or (iii) induce any agent, employee or independent
contractor of Company’s Independent Affiliates, sub-affiliates or subsidiaries to engage
in any Competitive Business. Affiliate understands that this Section 8 is not meant to
prevent anyone from earning a living or fostering a career. It does intend, however, to
prevent any Competitive Business from gaining any unfair advantage from Independent
Affiliates knowledge of COMPANY Confidential Information.

9. NOTICE TO PARTIES: Any and all notices required or permitted to be given hereunder
may be served by a party or such party’s attorneys, shall be in writing and shall be
deemed served, if by personal delivery, on the date the same is actually received by the
addressee thereof; or, if by mail, on the second (3rd) business day after the date the same
is deposited with the United States Postal Service (or its successor) for priority mailing by
Certified Mail, Return Receipt Requested, postage fully prepaid, addressed as hereinafter
set forth; or, if by overnight messenger service (i.e. Federal Express) on the date of
delivery by such overnight messenger service to the address as hereinafter set forth.
Notices by mail and by overnight messenger service shall be addressed as follows or to
such other address as the party entitled to receive such notice may, from time-to-time
hereafter, designate in writing by giving written notice pursuant hereto:
If to HRCG, LLC: HRCG Partners

7146 Ayrshire Ln Boca Raton, Fl. 33496-1418
Attn: Gary Brisker, President & CEO

If to Affiliate:

Name: __________________________________________
__________________________________________
Attn: ______________________________________

10. BINDING EFFECT: This Agreement shall be binding upon and inure to the benefit of the
parties hereto, their respective heirs, devisees, executors, administrators, successors,
transferees and permitted assigns, and said parties do hereby agree for themselves and
their respective heirs, devisees, executors, administrators, successors, transferees and
permitted assigns to be bound hereby and to execute any and all instruments in writing,
and to do any and all acts which may be necessary, convenient or expedient to carry out
the purposes and intent of this Agreement; provided, however, no party hereto may
assign its interests under this Agreement without the express written consent of the
other. THERE ARE NO INTENDED THIRD PARTY BENEFICIARIES TO THIS AGREEMENT, AND
NO PERSON CLAIMING TO BE A THIRD-PARTY BENEFICIARY SHALL HAVE THE RIGHT TO
RELY UPON OR ENFORCE THIS AGREEMENT.
11. GOVERNING LAW; VENUE: This Agreement, and all of the obligations of the parties
arising hereunder, are irrevocably stipulated to have been entered into in the State of
Arizona, and all rights and obligations hereunder, or in connection herewith, shall be
governed, construed and interpreted in accordance with the laws of the State of Arizona
(without giving effect to any “choice of law” principles which would require construction
under the laws of a different jurisdiction). Palm Beach County, Florida shall be deemed
the sole proper venue for any action arising hereunder or in connection herewith. EACH
PARTY HERETO WAIVES TRIAL BY JURY.
12. SEVERABILITY: Each provision hereof is intended to be severable, and the invalidity or
unenforceability of any portion of this Agreement shall not affect the validity or
enforceability of the remainder hereof provided the overall intentions of the parties and
the purposes of this Agreement, each as expressed herein, are not materially impaired.
13. RELATIONSHIP OF PARTIES: Nothing contained in this Agreement will be deemed or
construed as creating a joint venture or partnership between Company and Affiliate.
Neither party, by virtue of this Agreement, is authorized as an agent, employee, or legal
representative of the other. Except as specifically set forth herein, neither party will have
the power to control the activities and operations of the other and their status is, and at
all times will continue to be, that of independent contractors.
14. ENTIRE AGREEMENT: This Agreement contains the entire agreement of the parties
hereto with respect to the subject matter hereof, supersedes any and all prior
agreements and negotiations which may have heretofore been entered into or
conducted relating to the subject matter hereof and shall not be modified or amended
except in writing signed by the party sought to be charged with such modification or
amendment.
15. RELIANCE LIMITATION: All of the representations, warranties, understandings, and
conditions between the parties hereto are fully set forth in this Agreement, and there are
no other representations, warranties, understandings, or conditions relied upon by either
party that are not fully set forth herein. No extraneous conditions or understandings
have been offered or suggested to any party as an inducement to enter into this
Agreement. No party to this Agreement, nor its agents, shareholders, members, officers,
directors, managers, or other representatives shall have any right to rely upon any
representation, warranty, understanding or condition not fully and expressly set forth
herein. Only the matters expressly set forth in this Agreement may be relied upon by the
parties.
16. HEADINGS: The headings set forth herein are for convenience of reference only and shall
not be deemed to impair, enlarge, or otherwise affect the substantive meaning of any
provision to which such heading may relate.
17. COUNTERPARTS: This Agreement may be executed in multiple counterparts, each one of
which shall be deemed an original but all of which, taken collectively, shall be deemed a
single instrument; provided, that this Agreement shall not be enforceable against any
party hereto unless all parties hereto have executed at least one (l) counterpart.

IN WITNESS WHEREOF, this Agreement is executed by the parties hereto as their
respective free, voluntary, and duly authorized acts for the purposes set forth herein effective
as of the day and year first above written.

HRCG Partners:
HRCG, LLC

an Arizona limited liability company

By: _____________________________
Gary Brisker, President & CEO

By: __________________________________
Company or Individual, Affiliate Representative

________________________________ __________________________________
Printed name Printed name

SCHEDULE A

Affiliate Representative Compensation (“Sales”)

This Schedule of Affiliate Representative Services (“Sales”) is attached as Schedule A, and made
an integral part of a certain HRCG, LLC Affiliate Agreement entered into as of the date of
execution of the Agreement above, by and between HRCG, LLC, an Arizona corporation (therein
referred to as “Company”), and Affiliate denoted in executed Agreement as provided therein.
I. Affiliate Representative Compensation: The compensation due from Client Product
Purchases wherein a successful engagement and the collection and settlement of
funds from said sales, is as follows:
a. Direct Affiliate Commissions (defined as Level 1) are calculated at 15% of NET
REVENUE from Product Sales for “Individual” product sales, and 5% of “Wholesale”
product sales. Sub-Affiliate override commissions (defined as Level 2) paid to upline
Direct Affiliate, if any, are calculated at 5% of sub-affiliate’s “Individual” product
sales, and 2.5% of sub-affiliate’s “Wholesale” product sales. Affiliate commissions
are calculated as of the calendar month accounting end date at midnight Eastern
Time zone, then reconciled and paid out by ACH Bank Transfer on the 10th of the
ensuing month, or first business day following the tenth to the Eligible Registered
Affiliates designated Bank Account. A “Wholesale” product sale is defined as any
product sale discounted from its listed retail price.

b. Example Compensation Illustration:
NET SETTLED REVENUE submitted by an Affiliate: $5000
Selling Affiliate (Lvl 1) referred to as the Direct Affiliate earns $750
Upline Affiliate (Lvl 2) , earns an override of $250
EX: (If Direct Affiliate creates 25 Sub-Affiliates and they each submit $5000 in
business in calendar month then the calculation is: $125,000 x’s 5% override, or
$6250 in Lvl 2 sub-affiliates overrides*
*Illustrations are for presentation only and do not make a representation or promise of Affiliate’s
earnings potential.
The above-illustrated commissions shall be payable to the Affiliates so long as the Affiliate
Agreement remains in effect and the Affiliate remains active under the terms of this