Affiliate Program Agreement

This Affiliate Program Agreement (the "Agreement") is between you and Seller and sets forth the terms and conditions for your participation in the Seller's affiliate program (the "Affiliate Program"). The Affiliate Program shall be facilitated, at least in part, via a third-party platform company, Levanta Inc. ("Levanta"). The Levanta platform shall be referred to as the "Levanta Platform" herein. In this Agreement, "you" or "your" means the individual or business applying via the Levanta Platform to participate in Seller's Affiliate Program. In this Agreement, the term "Seller" means the provider (and any of its affiliates) of the Affiliate Program to which you are applying to be a participant.

THE PARTIES UNDERSTAND AND ACKNOWLEDGE THAT NEITHER LEVANTA NOR ANY OF ITS AFFILIATES IS A PARTY TO THIS AGREEMENT.

To apply for and to participate in the Affiliate Program, you must accept this Agreement. By clicking to indicate your acceptance when prompted on the Levanta Platform, you agree to the terms of this Agreement.

1. Eligibility and Enrollment

To be eligible to participate in the Affiliate Program, you must have and maintain in good standing an account on the Levanta Platform. You must ensure that the information in your account and in any application you submit to Seller, including your email address, is at all times accurate and up-to-date. Seller may send notifications, approvals, and other communications relating to the Affiliate Program and the Agreement to the email address then-currently associated with your Levanta Platform account. You will be deemed to have received all notifications sent to that email address.

To enroll in the Affiliate Program, you must submit an application and be approved by Seller. Seller reserves the right to accept or reject your application in its sole discretion. If Seller rejects your application, this Agreement will terminate automatically.

2. Affiliate Links

Once you are enrolled in the Affiliate Program, you will be issued one or more unique affiliate links or URL parameters via the Levanta Platform, which will facilitate tracking of your affiliate referrals, as detailed in the Levanta Terms of Service. It is your responsibility to ensure that you properly format your affiliate links. Affiliate Commissions shall only be paid on sales that are made when the purchaser clicks through properly formatted affiliate links.

3. Commissions

You will receive affiliate commission ("Affiliate Commissions") from sales completed through your provided affiliate link(s) in such amounts to be determined in reference to Seller's applicable commission rate schedule then in effect, as published on the Levanta Platform or otherwise provided to you in writing. Seller shall provide at least seven (7) days' advance written notice prior to any change to the commission rate schedule. In addition to all other requirements set forth herein, to be eligible for Affiliate Commissions, a sale must be completed on Amazon.com and recorded by Levanta. In the event of any refund, chargeback, or similar event that results in a sale being rescinded (each, a "Rescinded Transaction"), you shall not be entitled to any Affiliate Commissions for such Rescinded Transaction.

In the event a Rescinded Transaction occurs after Affiliate Commissions have already been paid to you, Seller shall be entitled to deduct the applicable commission amount from future Affiliate Commission payments owed to you, or to invoice you for such amount, at Seller's election.

4. Payment

Seller shall pay Affiliate Commissions to you using the payment process enabled by the Levanta Platform. In order to receive payment of Affiliate Commissions, you must have: (a) agreed to the terms of this Agreement (including by clicking to agree if the option is made available to you on the Levanta Platform); (b) completed all steps necessary to create your account on the Levanta Platform; (c) have valid and up-to-date payment information in your account on the Levanta Platform; and (d) completed any and all required documentation in order for the Levanta Platform or third-party payment processors Levanta may contract with in order to process any payments that may be owed to you.

Seller's obligation to pay Affiliate Commissions shall be deemed satisfied upon Seller's remittance of such amounts to the Levanta Platform in accordance with its processes. Seller shall not be responsible for delays or failures in payment caused by the Levanta Platform or its third-party payment processors.

5. Brand Usage and Proprietary Rights

You may only use Seller's trademarks, service marks, logos, and other brand designations in accordance with Seller's guidelines as published or otherwise made available to you from time to time in writing. None of your promotional activities may infringe on Seller's proprietary rights or a third party's proprietary rights.

Without limiting the foregoing, you shall not make any claims, representations, or statements regarding Seller's products or services that: (a) are false, misleading, or deceptive; (b) constitute therapeutic, diagnostic, curative, or medical claims unless expressly pre-approved by Seller in writing; (c) are inconsistent with Seller's approved messaging, packaging, or labeling; or (d) could reasonably be construed as medical advice. Given the healthcare nature of Seller's products, any promotional content must be reviewed and approved by Seller prior to publication. Seller reserves the right to require immediate removal of any content that violates this Section 5.

6. Qualifying Sites

Seller reserves the right to refuse you entry into the Affiliate Program based on site content. Sites that do not qualify for the Affiliate Program include sites which: promote sexually explicit materials; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities; infringe or otherwise violate any copyright, trademark, or other intellectual property rights of Seller; promote unsubstantiated health, wellness, or medical claims; sell or promote controlled substances, unapproved medical devices, or unapproved pharmaceutical products; violate the Health Insurance Portability and Accountability Act ("HIPAA") or any applicable health privacy laws; or are otherwise inconsistent with applicable U.S. Food and Drug Administration ("FDA") advertising and promotion regulations. Seller reserves the right to void any Affiliate Commissions earned from any promotional activities conducted on sites that violate this Section 6.

7. Prohibited Uses of Links

You must promote Seller in a way that is not misleading and such that your affiliate link(s) enable visitors who use the link to engage in bona fide transactions with Seller via the link. You shall not use your affiliate links to cause, whether directly or indirectly, any transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames.

8. Promotional Methods

You represent and warrant that you will not engage in and/or facilitate spamming, link farming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws and/or regulations that govern email marketing and/or communications. You represent and warrant that you will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (including software). Pop up/unders are acceptable on a first party basis only when triggered by our site content/site visit or by downloadable software applications for which you are the owner/operator. Software may not be used to force clicks, perform redirects without an affirmative click by a user, or pop over pay-per-click listings or natural search results.

Additionally, you agree to comply promptly with all opt-out, unsubscribe, "do not call" and "do not send" requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt-out, unsubscribe, "do not call" and "do not send" requests.

9. FTC Disclosure and Regulatory Compliance

You acknowledge and agree that your participation in the Affiliate Program constitutes a "material connection" with Seller within the meaning of the Federal Trade Commission's ("FTC") Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255) (the "FTC Endorsement Guides"). You shall, in all promotional activities conducted in connection with the Affiliate Program:

(a) clearly and conspicuously disclose your material connection with Seller in each piece of content containing affiliate links, endorsements, or product reviews, in a manner that complies with the FTC Endorsement Guides;

(b) ensure that all endorsements and testimonials are truthful, not misleading, and based on your actual experience with the product or service;

(c) comply with all applicable federal, state, and local laws, rules, and regulations, including without limitation the FTC Act (15 U.S.C. § 45), the FTC Endorsement Guides, and any applicable FDA regulations regarding the advertising and promotion of health-related products;

(d) not make any claims about Seller's products that are not substantiated by competent and reliable evidence; and

(e) cooperate with Seller's content review and audit processes, including by providing Seller with copies of or access to promotional content upon request within five (5) business days.

Seller reserves the right to monitor and audit your promotional activities for compliance with this Section 9 and to require immediate modification or removal of any non-compliant content. Failure to comply with this Section 9 shall constitute a material breach of this Agreement.

10. Modification

Seller may modify the terms of or replace this Agreement. If Seller does so, it will provide advance written electronic notice to you. The effective date of any such change will be the date specified by Seller, which shall be no earlier than seven (7) days from the date of such notice. If you do not agree to the new terms, you may choose to terminate the Agreement as provided herein. You acknowledge and understand that your continued participation in the Affiliate Program following the effective date of such new terms will constitute your acceptance of the new terms.

11. Relationship of the Parties

The parties to this Agreement are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representation on Seller's behalf, or to otherwise act on Seller's behalf, except as otherwise permitted in this Agreement.

12. Term and Termination

The term of this Agreement will begin when you accept the Agreement and will end when terminated by either party in accordance with its terms or as otherwise provided herein. Either party may terminate this Agreement at any time, with or without cause, by providing written notice to the other party (including by email to the email address on file). Termination shall be effective upon receipt of such notice, unless a later effective date is specified therein.

13. Effect of Expiration or Termination

Upon expiration or termination of this Agreement, all licenses granted hereunder shall immediately terminate and you will immediately remove all links to Seller's website from your websites and/or social media profiles, and cease use of all Seller trademarks, service marks, logos, other brand designations, and all other materials provided in connection with the Affiliate Program.

Except as otherwise set forth herein or as otherwise agreed to by the parties, you are not eligible to receive Affiliate Commissions after expiration or termination of this Agreement; provided, however, that any Affiliate Commissions earned prior to the expiration or termination of this Agreement shall be paid to you notwithstanding the subsequent expiration or termination of this Agreement.

14. Disclaimer

Seller makes no express or implied warranties or representations with respect to the Affiliate Program or your potential to earn income from the Affiliate Program.

15. Indemnification

You shall defend, indemnify, and hold harmless Seller and its officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the "Seller Indemnitees") from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising out of or resulting from: (a) your breach of any term or condition of this Agreement; (b) your promotional activities conducted in connection with the Affiliate Program, including but not limited to any content, claims, endorsements, or representations you make about Seller's products or services; (c) your failure to comply with applicable law, including the FTC Endorsement Guides, the CAN-SPAM Act, FDA regulations, and any applicable state consumer protection laws; (d) any third-party claim arising from your websites, social media accounts, or other platforms on which you promote Seller's products; or (e) your negligence or willful misconduct. This indemnification obligation shall survive the expiration or termination of this Agreement.

16. Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS, LOSS OF USE, OR LOSS OF DATA, WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF AFFILIATE COMMISSIONS PAID OR PAYABLE TO YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION SHALL NOT APPLY TO YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 15 OR TO EITHER PARTY'S LIABILITY FOR BREACH OF SECTION 18 (CONFIDENTIALITY).

17. Assignment

You shall not assign any rights or delegate or subcontract any obligations under this Agreement without Seller's prior written consent. Seller may freely assign its rights and obligations under this Agreement at any time.

18. Confidentiality

You acknowledge that, in connection with the Affiliate Program, you may receive or have access to confidential information of Seller, including but not limited to commission rate schedules, program terms, marketing strategies, product information, and other proprietary business information ("Confidential Information"). You shall: (a) maintain all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without Seller's prior written consent; and (c) use Confidential Information solely for the purpose of performing your obligations under this Agreement. The obligations of this Section 18 shall not apply to information that: (i) is or becomes publicly available through no fault of yours; (ii) was known to you prior to disclosure by Seller; (iii) is received by you from a third party without restriction on disclosure; or (iv) is required to be disclosed by law or regulation, provided you give Seller prompt written notice of such requirement.

19. Data Protection and Privacy

You shall comply with all applicable data protection and privacy laws and regulations, including without limitation the California Consumer Privacy Act ("CCPA"), as amended by the California Privacy Rights Act ("CPRA"), and any other applicable state or federal privacy laws, in connection with your performance under this Agreement. You shall not collect, use, disclose, or process any personal information of Seller's customers or prospective customers except as strictly necessary to perform your obligations under this Agreement and in compliance with applicable law. You shall maintain reasonable administrative, technical, and physical safeguards to protect any personal information you process in connection with the Affiliate Program. In the event of a data breach involving personal information processed in connection with this Agreement, you shall promptly notify Seller in writing within seventy-two (72) hours of becoming aware of such breach.

20. Non-Disparagement

During the term of this Agreement and for a period of one (1) year following its expiration or termination, you shall not make any public statements that are disparaging or defamatory of Seller, its products, services, officers, directors, or employees. Nothing in this Section 20 shall prohibit you from making truthful statements required by law or regulation.

21. Entire Agreement

This Agreement, together with any other documents incorporated herein by reference, and any related Seller schedules or guidelines, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein.

22. Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

23. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by binding arbitration administered by JAMS in Alameda County, California, in accordance with its Streamlined Arbitration Rules and Procedures. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and attorneys' fees; provided, however, that the prevailing party in any arbitration or litigation shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

24. Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Notices to Seller shall be sent to the address on file with the Levanta Platform. Notices to you shall be sent to the email address associated with your Levanta Platform account.

25. Survival

The following Sections shall survive any expiration or termination of this Agreement: Section 5 (Brand Usage and Proprietary Rights), Section 9 (FTC Disclosure and Regulatory Compliance), Section 13 (Effect of Expiration or Termination), Section 14 (Disclaimer), Section 15 (Indemnification), Section 16 (Limitation of Liability), Section 18 (Confidentiality), Section 19 (Data Protection and Privacy), Section 20 (Non-Disparagement), Section 22 (Severability), Section 23 (Governing Law and Dispute Resolution), Section 24 (Notices), and this Section 25.