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The AGREEMENT between Wellthy Network, LLC, a Florida Limited Liability Company d/b/a HealthMeans(TM), ("HealthMeans(TM)" or "Company") and "Affiliate", for AFFILIATE'S enrollment in the HealthMeans(TM) Affiliate Program is subject to the following terms and conditions: 1. Obligations of the Parties: a. Affiliate shall have the opportunity to promote Company's (or a licensor of Company's) digital events (the "Program") in accordance with the terms of this Agreement. b. Affiliate shall promote and market the Program using ethical marketing practices. Suggested copy for emails, social and spoken ads is provided by Company from time-to-time. c. Affiliate shall direct potential purchasers of the Program to the dedicated links provided by Company. d. Affiliate shall not receive the dedicated links until it has proven the following: - Affiliate has read through the terms of this agreement and clicked the button that says, "I agree with these terms." - Affiliate provides Company with its W9 or a W8-BEN if outside of the U.S. unless paid via PayPal e. Affiliate agrees to conduct itself in compliance with all applicable laws, rules and regulations, including, without limitation, CAN-SPAM (further guidance with respect to CAN-SPAM appears in Appendix A hereto and is fully incorporated herein). All email messages must be sent via Affiliate's email system(s) and from Affiliate and must not represent, whether explicitly or implicitly, that the email is being sent from or on behalf of Company. f. Promotions via social media platforms, whether via organic (posts, etc.) or paid (ads, CPC, etc.) mechanisms, are permitted and encouraged, provided they adhere to these general guidelines: - Affiliate may not use social media profiles, usernames, or channels that contain Company's Trademarks, domains, or other names or variations of names in active use by Company without explicit permission or as part of approved promotions. - Promotions must comply with the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising and native advertising guidelines. - Promotions must comply with the guidelines and terms of the social media platform where content is posted. g. For Promotions Via Search Engines - All advertising on search engines must be approved prior to launching the campaign. For approval, Company requires copy, images, dates of promotion, and URL (both display and destination). Company reserves the right to review the audience and keywords for the ad as well. - Affiliate may not bid on any of Company's Trademarks, including any variations or misspellings thereof for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook or any other network unless Affiliate has received written permission from Company first. - Affiliate may not use Company's Trademarks, including any variations or misspellings as per above, in sequence with any other keyword. - Affiliate may not use Company's Trademarks in Affiliate's ad title, ad copy, display name or as the display url. - Affiliate may not bid in any manner appearing higher than Company for any search term in position 1-5 in any auction style PPC advertising program. - If Affiliate automates Affiliate's PPC campaigns, it is Affiliate's responsibility to exclude Company's Trademarks from Affiliate's program and Company strongly suggests Affiliate add Company's Trademarks as negative keywords. Company has a strict no-tolerance policy on PPC trademark bidding. If discovered brand bidding on PPC campaigns, Affiliate will be sent an email asking to remove the ads in question within 24 hours. If the ads are not removed within 24 hours Affiliate will be removed from the Affiliate Program permanently and all Commissions associated with the violations will be reversed. - Without limitation, Affiliate is prohibited from using healthtalksonline.com, hto.care, healthmeans.com or any other Company-owned domain as a display URL. g. Affiliate will be solely responsible for the development, operation and maintenance of Affiliates' site and for all materials that appear on Affiliates' site. Company shall have no responsibility for the development, operation and maintenance of Affiliate's site and for all materials that appear on Affiliates' site. Affiliate shall also be responsible for ensuring that materials posted on Affiliate's site do not violate or infringe upon any laws, including but not limited to 18 U.S.C. Section 2257, or the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and ensuring that materials posted on Affiliate's site are not libelous or otherwise illegal. Affiliate must have express permission to use another party's copyrighted or other proprietary material. Company will not be responsible if Affiliate use another party's copyrighted or other proprietary material in violation of the law. h. Affiliate agrees that Affiliate will maintain and follow a privacy policy that complies with all applicable laws and regulations regarding the privacy of visitor information, be commercially reasonable, and fully and accurately disclose Affiliate's collection and use of visitor information. 2. Compensation: a. Affiliate's Commission shall be equal to up to Fifty Percent 50% of the sale or amount provided per event promotion for the life of the referral ("Commission(s)"). For purposes of illustration only, if Affiliate sends 100 registrations, and of those, 8 people purchase at $100 per transaction, at the 50% commission level, Affiliate would receive $50 * 8 = $400 in commissions. The Commission structure is subject to change at any time, in Company's sole and absolute discretion. b. Company will be responsible for processing orders and will handle all customer service issues directly related to Company's websites, marketing collateral, digital and physical assets, properties, employees, legal agents, or authorized representatives. Company will track direct sales via Affiliate Links within Affiliate's promotions to Company's Program. c. Only items that were purchased by customers who use Affiliate's Affiliate Link(s) are considered eligible for Commissions. Company will be responsible for processing orders and will handle all customer service issues directly related to Company's websites, marketing collateral, digital and physical assets, properties, employees, legal agents, or authorized representatives. d. Commissions will be tracked via dedicated unique links provided by Company. Affiliate is required to use the link provided in advance of the promotion, in order to enable proper tracking. Commissions cannot be paid if Affiliate fails to use the correct link. e. Commissions will be paid for net revenue received less returns and chargebacks. Commissions will be automatically approved within sixty (60) days of the original sale and paid within thirty (30) days thereafter. All payment processing shall be performed by Company via it's approved payment methods. f. Affiliates must earn a minimum affiliate account balance of $50 or more before their account is eligible for payment. Commission amounts earned for less than $50 (for example, 1 sale for $48.50) will remain pending until the full $50 minimum balance has been earned. All sales still pending due to the minimum payment threshold must remain active and in good standing in accordance with the terms of Agreement to be eligible for payment. Sales that are found not to be valid in accordance with the terms of this Agreement at the time of the additional sale and earnings will be marked as invalid and not payable. Therefore, there will be the requirement of $50 in minimum earnings be valid per our sale requirements in accordance with the terms of this Agreement for payment to be sent. There is a $50 minimum threshold for payment of Commissions. If Affiliate does not meet the minimum threshold of $50 within 180 days after the last qualified purchase was properly completed, Commission payments will be forfeited and Affiliate's Commission balance will revert to $0. g. It is Affiliate's responsibility to provide Company with correct contact and payment information required to issue a Commission fee to Affiliate. If Company does not receive the necessary payment information within ninety (90) days of a commission fee being earned, that commission fee shall be deemed forfeited by the affiliate, and no payment will be issued. Affiliate is responsible for the payment of all taxes related to the Commissions earned by Affiliate under this agreement. Any address changes must be made in the affiliate profile in the affiliate console at least three (3) business days prior to the end of the calendar month for commissions for that month to be sent to the revised address. 3. Content: Affiliate may use content provided by Company as described in this Agreement as long as they remain active Affiliates of Company. For purposes of this section, an Affiliate shall be deemed to be "active" so long as they have earned a Commission on one or more purchases within the preceding 180 days and are in good standing. In addition to the manner described in section 1 above, Company's content may be used by Affiliate as follows: Articles, article summaries, infographics, and videos that are provided by Company may be shared in emails to Affiliate's clients so long as they: (1) cite Company prominently as the source of that content and share it, unedited and unabridged, as presented; (2) link prominently to Company each time that content appears at least one time adjacent the content; (3) present only the benefits claimed on the Company marketing materials, and refrain from making any additional claims other than those expressly listed on the Company; and (4) disclose that they are an Affiliate and may receive commissions for sales in a way that is FTC compliant. 4. Confidentiality: None of the parties hereto shall, during the term of this Agreement or at any time thereafter, communicate, divulge or use for the benefit of any other person, persons, partnership, association, corporation or entity any of another party's confidential information, knowledge or know-how. A party hereto shall divulge such information only to such of its employees, financial advisors and legal representatives, as must have access thereto in order to satisfy its obligations hereunder. All parties shall take all necessary precautions to ensure that their employees retain such information in confidence. 5. Independent Contractors: The parties shall be and remain independent contractors. Nothing in this Agreement shall constitute any party, inter alia, the general or special agent, legal representative, subsidiary, joint venturer, partner, employee or servant of the others for any purpose, nor shall anything in this Agreement cause the employees of any party to be employees of the others. Affiliate shall not represent themselves to be agents or representatives of Company. 6. Term and Termination: a. The term of this Agreement shall commence upon the later of Affiliate's acceptance into the Affiliate Program by Company and Affiliate's execution of this Agreement, and shall continue until terminated by either party in accordance with the terms hereof (the "Term"). Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. Notice from Company may be made by email to Affiliate's email address on record. Upon termination, Affiliate must immediately discontinue all promotions and remove all links to Company's content. b. Company may terminate this Agreement immediately, for cause, which shall include but not be limited to: c. Conduct by Affiliate which detracts from the good reputation of Company and Company's Program; d. Complaints from consumers about Affiliate; - Misuse of Company's branding or promotional materials in a manner not consistent with the goals, branding and intent of Company and its Program; - Any deviation by Affiliate from the highest standards of professional and commercial conduct; and/or - Affiliate's breach of the terms of this Agreement. e. In the event that this Agreement is terminated for cause, Affiliate is not eligible to receive any Commission payments, even for Commissions earned prior to the date of termination. f. If this Agreement is terminated upon notice and without cause, Affiliate remains eligible to receive Commissions on sales which occurred during the Term of this Agreement. 7. Integration: This Agreement sets forth all of the terms of Company's Affiliate program. Company reserves the right to modify or amend any provisions of this Agreement upon forty-eight (48) hours notice to Affiliate. 8. Indemnification: The parties hereby agree to save and hold each other (and their respective corporate Affiliates) harmless of and from and shall indemnify each of them against any and all losses, liabilities, damages, judgments, awards, suits, claims, fines, penalties and expenses (including reasonable attorneys' fees and expenses) which may arise in any action, claim or proceeding against them, or any of them, for or by reason of: (a) any acts, whether of omission or commission, that may be committed by a party, or any of their servants, agents or employees in connection with that party's performance or failure to perform under this Agreement; (b) any breach of any representation, warranty or covenant hereunder; or (c) the sale, marketing, advertisement or promotion of Company's Programs. 9. Choice of Law: This Agreement shall be governed by the law of the state of Florida 10. Arbitration: All disputes and claims relating to this Agreement, the rights and obligations of the parties hereto, or any claims or causes of action relating to the performance of either party will be settled by arbitration by the American Arbitration Association in St Augustine, FL in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The costs of the arbitration proceedings will be borne by the losing party if such party is found to have been in material breach of its obligations hereunder. This agreement to arbitrate will survive any termination or expiration of this Agreement.

* I have read, understand and agree to the above terms and conditions.

Further Guidance Pertaining to Spam Emails. Below are some additional suggestions for compliance with the CAN-SPAM Act, and requirements of Wellthy Network, LLC, a Florida Limited Liability Company d/b/a HealthMeans(TM), for Affiliate's continued participation in the HealthMeans(TM) Affiliate Program: In Order to Comply with CAN-SPAM, Affiliate's Emails Should: - Identify that the message is an advertisement - Provide Affiliate's physical mailing address - Provide a clear and conspicuous explanation of how the recipient can opt out of future emails Affiliate's Emails Should Not: - Use false or misleading header information - Use deceptive subject lines Always Be Sure To: - Confirm that Affiliate's own spam filter does not block opt-out requests - Promptly honor opt-out requests - The opt-out mechanism provided must be active for 30 days - Opt-out requests must be honored within 10 days - Monitor the activities of any company Affiliate retains to send emails on Affiliate's behalf, to ensure that they are in compliance Both the company whose product is promoted in the message, as well as the company that sent the message, could be subject to liability in the event of a violation of the CAN-SPAM Act. But Affiliate May Not: - Sell or transfer any email addresses after they have opted out, even in the form of a mailing list, except to a company that Affiliate retains to help Affiliate comply with the CAN-SPAM Act

* I have read, understand and agree to the above CAN-SPAM rules.

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