LIFERXMD, INC. AFFILIATE AGREEMENT

This Affiliate Agreement (the "Agreement") is entered into as of the date of acceptance (the "Effective Date") by and between LifeRxMD, Inc., a corporation organized under the laws of Delaware ("Company"), and the individual or entity submitting an application to participate in Company's Affiliate Program ("Affiliate"). By submitting an application and/or participating in the Affiliate Program, Affiliate expressly agrees to be bound by all terms and conditions of this Agreement.

WHEREAS, Company operates a medical weight loss program and desires to establish a network of authorized affiliates to refer potential customers; and

WHEREAS, Affiliate desires to participate in Company's affiliate program subject to the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. ENROLLMENT AND ELIGIBILITY.

1.1 Basic Eligibility Requirements:
(a) Affiliate must be at least eighteen (18) years of age at the time of application.
(b) Affiliate must have the legal capacity to enter into binding contracts under applicable law.
(c) Affiliate must provide accurate and complete information during the application process.

1.2 Application Process:

(a) All prospective Affiliates must complete the Company's standard application process.

(b) Company reserves the right, in its sole and absolute discretion, to:

(i) Approve or reject any application for any reason or no reason;

(ii) Request additional information or documentation from any applicant;

(iii) Verify any information provided by applicant; and

(iv) Withdraw or modify the Affiliate Program at any time.

1.3 Ongoing Compliance:

(a) Continued participation in the Affiliate Program is contingent upon Affiliate's ongoing compliance with:

(i) The terms and conditions of this Agreement;

(ii) Any additional program requirements communicated by Company; and

(iii) All applicable laws and regulations.

(b) Company reserves the right to terminate or suspend any Affiliate's participation upon any violation of this Agreement or at Company's sole discretion.

2. AFFILIATE RESPONSIBILITIES

Company will provide Affiliate with a unique tracking link or code ("Tracking ID") that must be used for all promotional activities under this Program. Affiliate agrees to use only this assigned Tracking ID and shall not modify, obscure, or alter it in any way. Affiliate must implement the Tracking ID according to Company's technical specifications and promptly report any technical issues to Company.

All promotional materials must clearly identify as advertisements or sponsored content when required by law, and Affiliate must include appropriate disclosures following FTC Guidelines. Affiliate shall not make any claims about Company's services beyond those expressly authorized in writing by Company. Affiliate agrees to maintain records of all promotional activities for a minimum of seven (7) years.

Affiliate assumes sole responsibility for the proper implementation and testing of Tracking IDs, including regular monitoring of tracking functionality and maintenance of any websites or platforms where Tracking IDs are implemented. Affiliate must promptly address any technical issues within their control.

The Company will track referrals solely through properly implemented Tracking IDs. No commission shall be payable for any conversion that is not properly tracked through Affiliate's Tracking ID, regardless of the reason for such failure. If Affiliate suspects any tracking discrepancies, they must report these to Company in writing within thirty (30) days of the suspected occurrence. Company's tracking data shall be final and determinative in resolving any disputes regarding commissions.

Affiliate shall comply with all requirements specified in Section 5 (Intellectual Property and Brand Standards) of this Agreement.

Affiliate shall comply with all requirements set forth in Section 19 (Compliance Requirements) of this Agreement.

The following activities are strictly prohibited:

(a) Using any automated systems, bots, or crawlers to generate referrals;

(b) Engaging in cookie stuffing or any form of artificial tracking manipulation;

(d) Making any medical claims or providing medical advice regarding Company's services;

(e) Representing themselves as an employee or official representative of Company; and

(f) Engaging in any activities that could damage Company's reputation or goodwill.

WAIVER OF LIABILITY:
AND WAIVER OF SPECIAL/CONSEQUENTIAL DAMAGES

COMPANY SHALL NOT BE LIABLE FOR ANY LOST COMMISSIONS DUE TO TRACKING FAILURES, REGARDLESS OF CAUSE, TECHNICAL ISSUES WITH AFFILIATE'S WEBSITES OR PLATFORMS, THIRD-PARTY CLAIMS ARISING FROM AFFILIATE'S PROMOTIONAL ACTIVITIES, OR ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES ARISING FROM TRACKING FAILURES. AFFILIATE AGREES TO INDEMNIFY COMPANY AGAINST ANY CLAIMS ARISING FROM AFFILIATE'S BREACH OF THIS AGREEMENT, PROMOTIONAL ACTIVITIES, OR VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS.

All marketing materials, including but not limited to websites, emails, social media posts, and advertisements, must be professional in appearance and comply with Company's brand guidelines. Company reserves the right to require changes to or removal of any marketing materials that, in Company's sole discretion, do not meet these standards or otherwise violate this Agreement.

Company may modify these requirements at any time by providing notice to Affiliate. Continued participation in the Program following such notice constitutes acceptance of the modified requirements. Modified requirements become effective upon publication or upon receipt of notice, which ever comes first.

3. Compensation Program.

3.1 Commission Structure:

Affiliates shall be entitled to receive a one-time commission payment of $100.00 USD ("Commission") for each Qualified Conversion (as defined below) generated through their affiliate marketing activities.

3.2 Qualified Conversion Requirements:

A "Qualified Conversion" occurs only when all of the following conditions are consecutively met:

(a) The referred individual ("Lead") must be a new contact not previously existing in LifeRxMD, Inc.'s database in any capacity; and

(b) The Lead must complete all of the following steps in sequence:

1. Submit a completed inquiry form through the LifeRxMD, Inc. website;

2. Execute the registration agreement via DocuSign and schedule their initial doctor's appointment;

3. Attend and complete the scheduled doctor's appointment;

4. Receive a recommendation for the LifeRxMD, Inc. weight loss program; and

5. Complete enrollment in the LifeRxMD, Inc. weight loss program by:

o Executing the program agreement, and

o Activating a recurring monthly subscription.

3.3 Two-Tier Commission Structure:

Affiliate will earn an additional commission of $50.00 USD for each Qualified Conversion generated by affiliates whom Affiliate has referred to the Program ("Sub-Affiliates"). To qualify for sub-affiliate commissions:

(a) The Sub-Affiliate must be registered through Affiliate's unique referral link;

(b) The Sub-Affiliate must meet all Program eligibility requirements; and

3.4 Exclusions and Clarifications:

(a) Pre-existing Contacts: No Commission shall be payable for any Lead who, at the time of referral, already exists in LifeRxMD, Inc.'s database as a:

• Previous inquiry

• Current or former customer

• Previously referred Lead

• Registered user.

(b) Initial Registration Fee: The payment of the $49.95 registration fee and DocuSign execution shall not constitute a Qualified Conversion and shall not trigger any Commission payment obligation.

3.5 Commission Payment:

(a) Commissions shall be paid only upon verification that all Qualified Conversion requirements have been met.

(b) Payment timing and method shall be as specified in Section 3 of this Agreement.

3.6 Payment Terms:

(a) Commissions will be paid on the first business day of each calendar month when Affiliate's earned commission balance equals or exceeds $100.00 USD.

(b) If a referred customer cancels their subscription or receives a refund within thirty (30) days of enrollment, or if the purchase is subject to a chargeback, any related commission will be deducted from future payments.

No commission shall be paid for conversions occurring after this period. Company reserves the right to verify all conversions and withhold payment pending confirmation of compliance with this Agreement.

4. PROMOTIONAL METHODS.

Affiliate shall conduct all promotional activities in compliance with Company's brand integrity standards and applicable laws. The following requirements govern all promotional activities under this Agreement:

Affiliate may engage in pay-per-click (PPC) advertising but shall not bid on Company's branded terms, including "LifeRxMD" or any variations thereof. While Affiliate may bid on general medical weight loss terms, all Company branded terms must be set as negative keywords in Affiliate's campaigns. Direct linking to Company's website from PPC advertisements is prohibited; Affiliate must direct all traffic to their own compliant landing pages.

For email marketing activities, Affiliate shall comply with all CAN-SPAM Act requirements. Every promotional email must clearly identify itself as advertising, include Affiliate's valid physical mailing address, provide an obvious unsubscribe option that remains active for 30 days, and use accurate subject lines and sender information. Affiliate must obtain Company's written approval before distributing any email content that references Company. Misleading claims or medical advice in email promotions are strictly prohibited.

When conducting social media marketing, Affiliate must clearly disclose their affiliate status in each promotional post using appropriate designations such as "#ad" or "#affiliate". Affiliate shall not create any social media accounts that could reasonably appear to be official Company accounts. Medical claims, patient testimonials, and misleading representations of Company's services are prohibited. Affiliate must comply with all platform-specific advertising policies.

The following promotional methods are strictly prohibited: generating incentivized traffic through rewards, cashback, or prizes; cookie stuffing or tracking manipulation; domain spoofing or traffic hijacking; promotion through adult, gambling, or high-risk websites; and use of automated lead generation or fake referrals.

Given the medical nature of Company's services, Affiliate shall not provide medical advice, make treatment claims, or use patient testimonials without proper consent and disclosures. Affiliate may not guarantee medical outcomes and must clearly disclose that weight loss results may vary. All promotional activities must comply with applicable state-specific healthcare marketing regulations.

All promotional content must be truthful and accurate, clearly disclose the affiliate relationship, and avoid any misrepresentation of Affiliate's relationship with Company. Affiliate shall comply with FTC endorsement guidelines and maintain professional standards appropriate for medical services marketing.

Company reserves the right to require modification or removal of any marketing materials that do not comply with these requirements. Violation of these promotional requirements may result in immediate termination from the Affiliate Program and forfeiture of any unpaid commissions. Company's determination of any violation shall be final and binding.

5. INTELLECTUAL PROPERTY AND BRAND STANDARDS.

5.1 License Grant and Restrictions:

(a) Limited License. Subject to the terms and conditions of this Agreement, Company hereby grants Affiliate a limited, non-exclusive, non-transferable, revocable license to use Company's designated trademarks, logos, and marketing materials (collectively, "Company Marks") solely for the purpose of promoting Company's services through the Affiliate Program. This license shall immediately terminate upon the expiration or termination of this Agreement.

(b) Ownership and Reservation of Rights. Company retains all right, title, and interest in and to the Company Marks. Nothing in this Agreement shall be construed to grant Affiliate any rights, title, or interest in Company Marks beyond the limited license expressly granted herein. All goodwill generated through Affiliate's use of Company Marks shall inure solely to the benefit of Company.

5.2 Brand Standards and Usage Requirements:

(a) Compliance with Brand Guidelines.

Affiliate shall:

(i) Strictly comply with Company's Brand Guidelines, as provided and updated from time to time;

(ii) Use only approved versions of Company Marks provided by Company;

(iii) Maintain all quality standards specified by Company;

(iv) Display Company Marks only in approved sizes, colors, and formats;

(v) Include appropriate trademark notices and symbols as specified by Company.

(b) Prohibited Actions.

Affiliate shall not:

(i) Alter, modify, or distort Company Marks in any manner without written consent from LifeRx.md;

(ii) Combine Company Marks with any other trademarks or designs;

(iii) Use Company Marks in a manner that suggests sponsorship or endorsement beyond the Affiliate relationship;

(iv) Register or attempt to register any trademarks, domain names, or social media handles containing Company Marks;

(v) Challenge or contest Company's ownership or validity of Company Marks;

(vi) Use Company Marks in any way that could diminish their value or harm Company's reputation.

5.3 Digital Assets Protection and Management:

For purposes of this Agreement, "Digital Assets" means any digital content, accounts, or platforms containing or displaying Company Marks or promoting Company's services. Digital Assets include, without limitation, social media accounts, websites, web pages, mobile applications, digital advertisements, email marketing templates, landing pages, blogs, articles, digital images, graphics, and video content.

5.3.1 Registration and Tracking Requirements:

Affiliate shall maintain and provide to Company upon request:

(i) A current inventory of all Digital Assets;

(ii) Records of all digital content modifications;

(iii) Performance metrics for digital marketing campaigns; and

(iv) Proof of compliance with required disclosures and disclaimers.

5.3.2 Usage and Maintenance Obligations:

(a) For all Digital Assets, Affiliate shall:

(i) Display required affiliate relationship disclosures prominently;

(ii) Maintain current and accurate content;

(iii) Implement security updates promptly; and

(iv) Ensure mobile responsiveness and accessibility compliance.

(b) For social media platforms, Affiliate shall:

(i) Include clear affiliate relationship disclosures in all profiles;

(ii) Use required hashtags (#ad, #affiliate) in all promotional posts;

(iii) Not create accounts that could appear to be official Company accounts; and

(iv) Maintain engagement with followers in compliance with Company guidelines.

5.3.3 Company Rights and Monitoring.

(a) Company shall have the right to:

(i) Monitor all Digital Assets at any time;

(ii) Require immediate modification or removal of any Digital Asset;

(iii) Conduct periodic audits of digital presence;

(iv) Access any Digital Asset using provided credentials; and

(v) Implement additional digital compliance requirements as needed.

(b) Upon Company's request, Affiliate shall:

(i) Provide detailed analytics and performance reports;

(ii) Submit to comprehensive digital audits;

(iii) Implement required changes within specified timeframes; and

(iv) Participate in digital compliance training.

5.3.4 Termination Requirements.

(a) Upon termination or expiration of this Agreement, Affiliate shall:

(i) Immediately cease use of all Digital Assets;

(ii) Within twenty-four (24) hours:

- Remove all Company Marks from digital properties;

- Deactivate all Company-related social media accounts;

- Delete all Company-related digital content; and

- Cease all digital marketing campaigns.

(iii) Within five (5) business days:

- Transfer control of any Company-branded accounts to Company;

- Provide a comprehensive Digital Asset removal report;

- Certify compliance with all termination requirements in writing; and

- Submit to a final digital presence audit if requested by Company.

(b) Post-termination, Affiliate shall:

(i) Maintain no copies or backups of Digital Assets;

(ii) Not use any similar digital assets that could create confusion;

(iii) Comply with any additional termination requirements specified by Company; and

(iv) Cooperate with Company's verification of compliance.

5.3.5 Compliance and Enforcement:

(a) Failure to comply with these Digital Asset requirements shall constitute a material breach of this Agreement and may result in:

(i) Immediate suspension of affiliate privileges;

(ii) Termination of this Agreement;

(iii) Forfeiture of unpaid commissions;

(iv) Liability for damages caused by non-compliance; and

(v) Injunctive relief without the posting of a bond.

(b) Company's rights and remedies under this Section 5.8 are:

(i) Cumulative with all other rights and remedies;

(ii) Not exclusive of any other remedies available at law or equity;

(iii) Enforceable by immediate injunctive relief; and

(iv) Surviving termination of this Agreement.

5.4 Marketing Content and Materials:

(a) Approval Requirements.

Affiliate must:

(i) Obtain prior written approval from Company for all marketing materials containing Company Marks;

(ii) Submit any proposed modifications to previously approved materials for review;

(iii) Maintain copies of all approvals received from Company;

(iv) Immediately cease use of any materials upon Company's request.

(b) Content Standards.

All marketing materials must:

(i) Be truthful, accurate, and not misleading;

(ii) Comply with all applicable laws and regulations;

(iii) Include required disclosures and disclaimers;

(iv) Maintain professional standards consistent with Company's reputation;

(v) Comply with healthcare marketing regulations and restrictions.

5.5 Quality Control and Monitoring:

(a) Company Rights.

Company shall have the right to:

(i) Monitor and review Affiliate's use of Company Marks;

(ii) Inspect Affiliate's marketing materials and practices;

(iii) Require modifications to any non-compliant materials;

(iv) Conduct periodic audits of Affiliate's brand compliance;

(v) Suspend or terminate brand usage rights for any violations.

(b) Affiliate Obligations.

Affiliate shall:

(i) Cooperate with Company's quality control efforts;

(ii) Provide samples of marketing materials upon request;

(iii) Promptly correct any identified compliance issues;

(iv) Maintain records of all brand usage and approvals.

5.6 Trademark Protection and Enforcement:

(a) Notification Requirements. Affiliate shall:

(i) Promptly notify Company of any unauthorized use or infringement of Company Marks;

(ii) Cooperate with Company in addressing such unauthorized use;

(iii) Assist Company in protecting and enforcing its intellectual property rights.

(b) Enforcement Actions. Company shall have the sole right to:

(i) Determine whether to pursue enforcement actions;

(ii) Control any litigation or proceedings related to Company Marks;

(iii) Retain any recoveries from enforcement actions.

5.7 Post-Termination Obligations:

Upon termination or expiration of this Agreement, Affiliate shall:

(a) Immediately cease all use of Company Marks;

(b) Remove all Company Marks from websites, social media, and marketing materials;

(d) Provide written certification of compliance with these requirements.

5.8 Remedies:

(a) Affiliate acknowledges that any unauthorized use of Company Marks may cause irreparable harm for which monetary damages would be inadequate. Company shall be entitled to immediate injunctive relief to prevent any unauthorized use of Company Marks, without posting bond or proving actual damages.

(b) Company reserves all rights and remedies available under applicable law for any violation of these requirements, including but not limited to:

(i) Immediate termination of the license granted herein;

(ii) Suspension or termination from the Affiliate Program;

(iii) Forfeiture of unpaid commissions;

(iv) Recovery of monetary damages;

(v) Equitable relief.

6. CONFIDENTIALITY AND PROTECTED HEALTH INFORMATION

The protection of patient privacy and confidential information represents a cornerstone of LifeRx.md's operations across all fifty (50) U.S. states. This section outlines critical requirements regarding protected health information and confidential data handling.

6.1 Protected Health Information Standards

As a website facilitating healthcare services, LifeRx.md maintains strict adherence to federal privacy standards. While LifeRx.md provides technology services, all medical care is delivered by independent contracted healthcare providers who maintain full responsibility for protected health information under HIPAA regulations. All protected health information is maintained for seven (7) years in accordance with legal requirements.

6.2 Confidential Information Protection

All non-public information related to LifeRx.md's operations requires strict protection, including business strategies, pricing, operational details, and customer information ("Confidential Information"). This information must be:

• Used solely for authorized business purposes

• Protected through reasonable security measures

• Returned or destroyed upon relationship termination

• Reported immediately if unauthorized disclosure occurs.

6.3 Data Privacy and Security

The handling of all data must comply with federal and state privacy laws, requiring:

• Collection limited to necessary contact information

• Clear disclosure of data usage practices

• Secure data transmission methods

• Prohibition on third-party data sharing

• Implementation of reasonable security measures

• Compliance with state-specific requirements.

6.4 Breach Notification Requirements

In the event of unauthorized access to or disclosure of confidential information:

Immediate notification must be sent to:

Email: [email protected]

Phone: (609) 201-0119

Address: 401 Cooper Landing Rd # C1, Cherry Hill, NJ 08002.

The notification must include:

• Incident details and timing

• Affected information description

• Investigation cooperation

• Remediation steps taken.

6.5 Communication Standards

All communications must maintain:

• Clear notice of information collection practices

• Timely processing of privacy requests

• Accurate record maintenance

• Physical address inclusion

• Proper advertising disclosures.

For legal inquiries regarding privacy matters, contact: A.Y. Strauss 290 West Mt. Pleasant Ave. #3260 Livingston, NJ 07039

6.6 Ongoing Obligations

Privacy and data protection obligations continue indefinitely, with confidentiality obligations extending three (3) years post-termination. Our 24/7 support team remains available to address any privacy or security concerns.

Violation of these requirements constitutes grounds for immediate termination of services. LifeRx.md maintains all available legal and equitable remedies for privacy or confidentiality breaches.

7. TRACKING AND DISPUTE RESOLUTION.

Company shall maintain the sole and authoritative tracking system for determining all commissions and referral attributions under this Program. Affiliate acknowledges that proper commission tracking requires correct implementation of Company-provided tracking links and codes. All tracking cookies shall remain valid for ninety (90) days from the initial click. In cases where multiple affiliates refer the same customer, the commission shall be attributed solely to the first properly tracked referral source.

Affiliate shall implement all tracking codes according to Company's specifications and maintain their proper functioning on Affiliate's platforms. Any manipulation or interference with tracking mechanisms is strictly prohibited. Company shall not be liable for any lost commissions resulting from improper implementation by Affiliate, ad blockers, browser settings, or any other technical issues outside Company's direct control.

All commission or tracking disputes must be submitted in writing within thirty (30) days of the disputed event. Each dispute submission must include a detailed description of the issue, supporting documentation, specific transaction details, and the requested resolution. Company will investigate all properly submitted disputes and respond within ten (10) business days. Affiliate agrees to cooperate with any investigation and promptly provide any requested information. If the initial review does not resolve the dispute, Affiliate may request a second review by Company's designated affiliate representatives within five (5) business days. Company shall provide a final determination within ten (10) business days of this request. All decisions by Company regarding disputes shall be final and binding.

WAIVER OF CLASS ACTION ALL DISPUTES BETWEEN COMPANY AND AFFILIATE SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. AFFILIATE EXPRESSLY AGREES TO BRING ANY CLAIMS IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING ("CLASS ACTION"). AFFILIATE EXPRESSLY WAIVES ANY RIGHT TO INITIATE OR PARTICIPATE IN A CLASS ACTION AGAINST COMPANY. IF ANY PORTION OF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE, ONLY THE UNENFORCEABLE PORTION SHALL BE SEVERED, AND THE REMAINING DISPUTE RESOLUTION PROVISIONS SHALL CONTINUE IN FULL FORCE AND EFFECT.

Both parties shall maintain records of tracking data, commission calculations, and dispute communications for one (1) year from the transaction date. No disputes will be accepted after ninety (90) days from the disputed event under any circumstances. Company's total liability for any tracking or commission dispute shall be strictly limited to the amount of actual provable commissions due, with no liability for consequential or special damages.

All disputes arising under this Agreement shall be governed by the laws of New Jersey. The parties agree that the exclusive jurisdiction and venue for any dispute shall be the state or federal courts located in [LifeRx's City, New Jersey], and Affiliate expressly consents to personal jurisdiction in such courts.

Company reserves the right to modify these procedures upon written notice to Affiliate. Affiliate's continued participation in the Program following such notice shall constitute acceptance of the modified procedures.

8. TERMINATION.

8.1 Termination Rights:
Company may terminate this Agreement and Affiliate's participation in the Program at any time, with or without cause, by providing written notice to Affiliate. Such termination shall be effective immediately upon notice unless otherwise specified by Company. Additionally, this Agreement shall terminate automatically upon Affiliate's death or incapacity (if an individual), bankruptcy, insolvency, dissolution, or any attempted assignment of rights without Company's consent.

8.2 Grounds for Termination:

While Company maintains the right to terminate without cause, certain actions shall constitute grounds for immediate termination, including but not limited to: breach of any Agreement terms, violation of Company policies, fraudulent activities, submission of false leads, manipulation of tracking systems, unauthorized use of Company's intellectual property, non-compliant advertising practices, violation of healthcare marketing regulations, and any conduct that damages Company's reputation.

8.3 Effect of Termination:

Upon termination, Affiliate shall immediately cease all promotional activities and remove all Company Marks from their websites and materials. Any unpaid commissions that have met the $100 payout threshold prior to termination shall be paid on the next scheduled payout date, provided such commissions were earned through legitimate activities and no fraud is discovered. Commissions below the threshold at termination shall be forfeited, and no commissions shall be paid for any conversions occurring after termination, even if related to leads referred prior to termination.

Company reserves the right to audit Affiliate's activities for 180 days following termination. Any violations discovered during this period may result in forfeiture of pending commissions, clawback of paid commissions, and legal action for damages.

8.4 Survival and Post-Termination Obligations:

Following termination, Affiliate's obligations regarding confidentiality, intellectual property protection, indemnification, and data protection shall survive. Affiliate must provide written certification of compliance with termination requirements within 10 days and maintain all required records for the specified retention period. No compensation shall be due for loss of prospective profits, investments made, or consequential damages resulting from termination.

8.5 Reinstatement and Injunctive Relief:

Terminated Affiliates may not reapply to the Program for twelve (12) months following termination. Any reinstatement shall be at Company's sole discretion and may require a new application process, additional compliance requirements, modified commission terms, and reinstatement fees. Company shall be entitled to immediate injunctive relief to enforce post-termination obligations without posting bond or proving actual damages, in addition to all other available legal and equitable remedies.

This termination clause shall be construed broadly to protect Company's interests while ensuring clear consequences for Agreement violations. Company's determination of any violation shall be final and binding on all parties.

9. TAXES, LEGAL COMPLIANCE, AND GOVERNING LAW.

9.1 Tax Responsibilities:

Affiliate acknowledges and agrees that all compensation earned under this Agreement constitutes income from self-employment or business activities. Affiliate shall be solely responsible for:

(a) All federal, state, and local income taxes;

(b) Self-employment taxes;

(d) Filing all required tax returns and reports;

(e) Maintaining necessary records for tax reporting purposes.

Company shall not withhold any taxes from Affiliate's compensation. Company will issue Form 1099-NEC to US-based Affiliates earning $600 or more annually, as required by law.

9.2 Independent Contractor Status:

Affiliate is an independent contractor and not an employee, agent, partner, or joint venturer of Company. Affiliate shall:

(a) Have no authority to bind or represent Company;

(b) Be responsible for all expenses related to promotional activities;

9.3 Legal and Regulatory Compliance:

Affiliate shall comply with all applicable laws and regulations, including but not limited to:

(a) Healthcare Marketing Laws:

- State laws prohibiting false or misleading medical advertising;

- State restrictions on weight loss claims and testimonials;

- State requirements for healthcare referral relationships;

- Required disclaimers for medical weight loss advertising.

(b) Consumer Protection:

- Federal Trade Commission advertising guidelines;

- State consumer protection laws regarding weight loss claims;

- Required disclosures for affiliate relationships.

(c) Data Privacy:

- State and federal privacy laws;

- Requirements for handling prospect information;

- Opt-in and opt-out requirements.

9.4 Governing Law and Jurisdiction:

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflicts of law principles.

(b) The parties submit to the exclusive jurisdiction of the state and federal courts located in New Jersey for resolution of any disputes arising under this Agreement.

9.5 Compliance Verification:

Upon Company's reasonable request, Affiliate shall provide documentation demonstrating compliance with applicable legal requirements. Failure to maintain required compliance shall constitute grounds for immediate termination.

10. SEVERABILITY AND INTERPRETATION.

10.1 Severability:

If any provision of this Agreement, or any portion thereof, is held to be invalid, void, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect. The unenforceability of any specific provision shall not affect the validity or enforceability of any other provision.

10.2 Essential Terms:

Notwithstanding Section 10.1, if a court of competent jurisdiction finds either (a) the commission payment and calculation provisions of Section 3, (b) the Class Action Waiver provisions of Section 7, or (c) the HIPAA compliance and healthcare marketing provisions of Sections 4 and 6 to be invalid or unenforceable in their entirety, Company may terminate this Agreement upon written notice to Affiliate. This termination right only applies if the essential provision cannot be reformed or modified to achieve its fundamental purpose while maintaining compliance with applicable law.

10.3 Reformation:

If any provision is found to be overly broad in scope, duration, or geographic area, such provision shall be reformed and enforced to the maximum extent permitted by law rather than being voided entirely, while maintaining the provision's intended purpose.

10.4 Interpretation:

This Agreement shall be interpreted as a whole to give effect to its essential purposes. The headings are for convenience only and shall not affect the interpretation of any provision.

11. INDEMNIFICATION.

Affiliate agrees to defend, indemnify, and hold harmless Company, its directors, officers, employees, agents, and other affiliates (collectively, "Indemnified Parties") from and against any and all third-party claims, actions, demands, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising from or relating to Affiliate's promotional activities, breach of this Agreement, or violation of applicable laws or regulations.

Indemnified matters specifically include, but are not limited to, claims arising from false or misleading advertising claims, unauthorized medical or health-related claims, violations of healthcare marketing regulations, misuse of Company's intellectual property, violations of FTC guidelines or state advertising laws, breaches of confidentiality obligations, improper data handling or privacy violations, non-compliance with promotional methods requirements, misrepresentation of relationship with Company, Affiliate's negligent acts or omissions, and any claims of unfair competition or deceptive trade practices.

Upon notification of any claim subject to indemnification, Affiliate shall promptly assume the defense of such claim through counsel selected by Company. Affiliate shall cooperate fully in the defense of such claim and shall not settle any claim without Company's prior written consent. Affiliate shall reimburse Indemnified Parties for all reasonable attorneys' fees and legal expenses, court costs and litigation expenses, approved settlement payments, and any damages, penalties, or fines imposed in connection with such claims.

These indemnification obligations shall survive the termination of this Agreement and are independent of all other obligations hereunder. Affiliate's obligation to indemnify shall not be limited by any insurance recovery and shall apply regardless of Company's contribution to the liability. These indemnification obligations are not subject to any limitation of liability provision in this Agreement.

Company's decision to assume control of any defense shall not relieve Affiliate of its indemnification obligations. Should Company elect to participate in any defense with separate counsel, Affiliate shall continue to bear all costs and expenses, including Company's attorneys' fees, unless such separate representation is necessary due to a conflict of interest between Company and Affiliate, as determined by Company in its reasonable discretion.

12. LIMITATION OF LIABILITY.

Except as expressly provided in this Section, in no event shall Company be liable to Affiliate for any indirect, incidental, special, punitive, or consequential damages arising out of or relating to this Agreement or Affiliate's participation in the Program. This limitation applies regardless of whether such damages were foreseeable or Company has been advised of their possibility, and regardless of the theory of liability (including contract, tort, negligence, or other legal theory).

Company's total cumulative liability for any direct damages arising from or relating to this Agreement or the Program shall not exceed the amount of commissions actually paid to Affiliate under this Agreement during the twelve (12) months immediately preceding the event giving rise to liability.

Without limiting the foregoing, Company specifically disclaims any liability for damages arising from:

(a) loss of revenue, profits, data, or business opportunities;

(b) interruption of business operations;

(d) removal of Affiliate from the Program;

(e) modification of Program terms or commission structures;

(f) delays in commission payments; or

(g) technical malfunctions of any kind.

The limitations in this Section shall not apply to:

(a) death or personal injury caused by Company's negligence;

(b) damages arising from Company's willful misconduct or gross negligence;

(d) any other liability that cannot be limited by applicable law.

Affiliate acknowledges that these limitations of liability are an essential basis of the bargain between the parties and that Company would not enter into this Agreement without these limitations. The parties agree that these limitations shall apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

13. MODIFICATIONS TO AGREEMENT.

Company reserves the right to modify or amend this Agreement at any time in its sole discretion. Company shall provide notice of any material modifications by sending an email to Affiliate's registered email address. All modifications shall become effective thirty (30) days after such notice ("Effective Date"), unless a different effective date is specified in the notice.

For changes to commission structures or payment terms, Company shall provide at least forty-five (45) days' advance notice. Changes to commission rates shall apply only to conversions occurring after the Effective Date and shall not affect commissions already earned.

If Affiliate objects to any modification, Affiliate must cease participation in the Program prior to the Effective Date. Affiliate's continued participation in the Program, including but not limited to the promotion of Company's services or acceptance of commission payments after the Effective Date, constitutes acceptance of the modified terms.

Notwithstanding the above, Company may modify the Agreement immediately upon notice if required by law, regulation, or to address security or technical issues. Such modifications shall be effective upon notification or as required by applicable law.

The most current version of this Agreement will always be available at the following website address: []. Affiliate is responsible for regularly reviewing the Agreement and staying informed of any modifications. No modification of this Agreement shall be valid unless provided through Company's official notification methods described above. No oral modifications or amendments shall be effective.

14. INDEPENDENT CONTRACTOR RELATIONSHIP.

The relationship between Company and Affiliate is solely that of an independent contractor. Nothing in this Agreement creates or shall be construed to create any employment, partnership, joint venture, agency, franchise, sales representative, or fiduciary relationship between the parties.

Affiliate expressly acknowledges and agrees that:

(a) Affiliate shall conduct business at their own risk, expense, and responsibility as an independent business entity. Affiliate is solely responsible for:

- All federal, state, and local taxes on earned commissions

- Any business licenses or permits required for operations

- All costs and expenses related to promotional activities

- Providing their own equipment, tools, and resources

- Determining their own work schedule and methods

(b) Affiliate has no authority to, and shall not:

- Make or accept any offers or representations on Company's behalf

- Enter into any agreements or commitments for Company

- Create any obligations binding upon Company

- Hold themselves out as Company's employee or official representative

- Use Company's name or trademarks except as expressly authorized

- Make any medical claims or provide medical advice

- Handle protected health information or patient data

(c) Affiliate shall have no right to receive any employee benefits or participate in any Company benefit plans, including but not limited to:

- Health insurance or medical benefits

- Retirement or pension plans

- Paid time off or vacation

- Workers' compensation insurance

- Unemployment insurance

- Any other employee benefits

(d) Company shall have no obligation to:

- Provide training or supervision

- Furnish workspace or materials

- Set work schedules or requirements

- Reimburse expenses

- Provide employment-related benefits or protections.

Nothing in this Agreement shall prevent either party from entering into similar arrangements with other parties. Affiliate specifically acknowledges they have no exclusive territory or market rights and no ownership interest in Company or its intellectual property, customer base, or business methods.

Each party shall be solely responsible for their own acts and omissions and those of their respective employees, contractors, and agents. Neither party has the authority to incur obligations on behalf of the other or to bind the other party in any manner.

This independent contractor relationship is a material term of this Agreement. Any attempt by Affiliate to act outside the scope of this relationship shall constitute a material breach of this Agreement and grounds for immediate termination.

15. GOVERNING LAW AND DISPUTE RESOLUTION.

15.1 Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

15.2 Exclusive Dispute Resolution Process:

Any controversy, claim, or dispute arising out of or relating to this Agreement, including but not limited to disputes regarding commission payments, tracking, program compliance, or termination, shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules.

15.3 Arbitration Procedures:

(a) The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules;

(b) The arbitration shall take place in Newark, New Jersey;

(d) The arbitrator shall have experience in healthcare marketing or affiliate program disputes;

(e) The arbitrator's decision shall be final and binding on both parties;

(f) Judgment on any award may be entered in any court of competent jurisdiction.

15.4 WAIVER OF CLASS ACTION INDIVIDUAL CLAIMS ONLY:

THE PARTIES EXPRESSLY AGREE THAT:

(a) ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING;

(b) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER PROCEEDING;

(d) THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF;

(e) THIS CLASS ACTION WAIVER IS AN ESSENTIAL PART OF THIS ARBITRATION AGREEMENT.

15.5 Exceptions: Notwithstanding the foregoing:

(a) Either party may seek temporary injunctive relief in any court of competent jurisdiction to prevent imminent harm or preserve the status quo;

(b) Company may seek judicial enforcement of intellectual property rights;

15.6 Costs and Fees:

(a) Each party shall bear its own attorneys' fees unless the arbitrator finds the claim frivolous or brought in bad faith;

(b) Administrative fees shall be split equally unless otherwise required by AAA rules;

15.7 Limitations Period:

Any claim arising under this Agreement must be brought within one (1) year after the cause of action arises, or such claim shall be deemed waived and time-barred.

15.8 Severability:

If the class action waiver or any other portion of this arbitration agreement is found unenforceable, the unenforceable portion shall be severed and the remaining arbitration provisions shall be enforced.

15.9 ACKNOWLEDGMENT: THE PARTIES ACKNOWLEDGE THAT THEY ARE WAIVING THEIR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING. THE PARTIES HAVE READ AND UNDERSTAND THIS ARBITRATION AGREEMENT AND AGREE TO ITS TERMS.

16. ENTIRE AGREEMENT AND MODIFICATION.

This Agreement, including all exhibits, schedules, and documents incorporated by reference, constitutes the complete and exclusive statement of the agreement between the parties regarding the Affiliate Program and supersedes all prior or contemporaneous proposals, understandings, representations, conditions, warranties, covenants, and other communications between the parties, whether oral or written, relating to the subject matter hereof.

The terms of this Agreement shall prevail over any different, conflicting, or additional terms in any Affiliate's forms, proposals, websites, or other communications. Any attempt by Affiliate to alter, supplement, or amend this Agreement or to enter into a new agreement with Company regarding the subject matter hereof through Affiliate's terms or separate documentation shall be null and void.

This Agreement may be amended or modified only through:

(a) A written amendment physically or electronically signed by authorized representatives of both parties; or

(b) Company's modification of the Agreement pursuant to Section 13 (Modifications to Agreement).

The parties acknowledge that in entering into this Agreement, they have not relied on any statement, representation, warranty, or agreement other than those expressly set forth in this Agreement. Each party waives all claims for rescission or damages arising from misrepresentations (other than fraudulent misrepresentations) that are not expressly contained in this Agreement.

No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of such right. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. No single or partial exercise of any right shall preclude any other or further exercise of such right or the exercise of any other right.

No terms, provisions, or conditions of any purchase order, acknowledgment, or other business form that either party may use in connection with the Affiliate Program shall have any effect on the rights, duties, or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of either party to object to such terms, provisions, or conditions.

17. NON-SOLICITATION AND RESTRICTIVE COVENANTS.

During the term of this Agreement and for a period of one (1) year following its termination for any reason (the "Restricted Period"), Affiliate agrees not to, directly or indirectly, either alone or in conjunction with any person or entity:

(a) Solicit, induce, encourage, or attempt to solicit, induce, or encourage any employee, contractor, or other affiliate of Company to:

- Terminate their employment or relationship with Company;

- Reduce their engagement with Company;

- Join or provide services to any competitor of Company;

- Establish a competing medical weight loss program or similar business.

(b) Solicit, contact, or attempt to solicit or contact any customer or lead of Company for the purpose of:

- Diverting their business from Company;

- Marketing competing medical weight loss services;

- Encouraging termination or reduction of their relationship with Company;

- Providing services similar to those offered by Company.

For purposes of this Section:

- "Customer" means any person or entity who has purchased or enrolled in Company's services during the twelve (12) months preceding termination;

- "Lead" means any person or entity referred to Company by Affiliate during the term of this Agreement;

- "Competitor" means any person or entity offering medical weight loss programs or similar services.

Affiliate acknowledges that:

(a) These restrictions are reasonable and necessary to protect Company's legitimate business interests;

(b) The geographic scope of these restrictions extends to any territory where Company operates or markets its services;

(d) Affiliate has received sufficient consideration for these restrictions through commission payments.

Nothing in this Section shall prohibit Affiliate from:

(a) General advertising or marketing not specifically targeted at Company's employees, affiliates, or customers;

(b) Hiring any employee who responds to such general solicitation;

Affiliate agrees that any breach of this Section would cause irreparable harm to Company for which monetary damages would be inadequate. Company shall be entitled to immediate injunctive relief to enforce these restrictions, without posting bond or proving actual damages.

If any court determines that any provision of this Section is unenforceable because of duration, geographic scope, or otherwise, such provision shall be interpreted to extend only to the maximum extent permitted by law. The parties request that the court modify any invalid provision rather than declaring it void.

This Section shall survive termination of this Agreement. Affiliate's obligations under this Section are independent of any other obligations under this Agreement and shall not be affected by any claim of breach by Company.

18. NON-DISPARAGEMENT.

During the term of this Agreement and for a period of one (1) year following its termination for any reason, Affiliate agrees not to make, publish, post, or communicate, or cause others to make, publish, post, or communicate, any Disparaging Statements (as defined below) about Company, its employees, contractors, officers, directors, services, products, business methods, or programs.

"Disparaging Statements" means any written, verbal, or electronic statement, review, comment, or image that:

(a) Could reasonably be interpreted as negative, derogatory, or unfavorable;

(b) Impugns the character, integrity, services, or business practices of Company;

(d) Questions the competence or qualifications of Company's medical professionals;

(e) Raises concerns about Company's business practices or methods;

(f) Could harm Company's reputation or business relationships.

This restriction applies to all communications, including but not limited to:

(a) Social media posts and comments;

(b) Online reviews or ratings;

(d) Email communications;

(e) Public statements or presentations;

(f) Communications with media;

(g) Comments in online forums or discussion groups.

Nothing in this Section shall:

(a) Prevent Affiliate from providing truthful testimony when required by law;

(b) Restrict Affiliate from making factual statements about their experience with the Affiliate Program;

(d) Prohibit accurate statements about verifiable facts.

Affiliate acknowledges that:

(a) Company operates in a highly regulated healthcare industry where reputation is crucial;

(b) Disparaging statements could cause significant harm to Company's business;

(d) Monetary damages alone would be inadequate for violations.

In the event of any breach of this Section:

(a) Company shall be entitled to immediate injunctive relief without posting bond;

(b) Company may require Affiliate to remove or retract any Disparaging Statements;

(d) Affiliate shall cooperate in remedying any violations.

This Section shall be construed to the maximum extent permitted by applicable law. If any portion is found to be unenforceable, it shall be modified rather than voided if possible.

The restrictions in this Section are independent of Affiliate's other obligations and shall survive termination of this Agreement.

19. COMPLIANCE WITH LAWS AND COMPANY POLICIES.

19.1 Legal and Regulatory Compliance:

Affiliate shall comply with all applicable federal, state, and local laws and regulations, including but not limited to:

(a) Healthcare Marketing Compliance:

(i) Medical Advertising and Claims

- No medical advice or treatment recommendations

- No patient testimonials without proper consent and disclaimers

- No guarantees of medical outcomes

- Clear "results may vary" disclaimers on all weight loss marketing

- Compliance with state medical board marketing guidelines

- Adherence to FDA regulations on weight loss claims.

Affiliate acknowledges that medical marketing regulations vary by state and agrees to comply with all state-specific requirements, including but not limited to:

(a) California's restrictions on medical advertising under Business & Professions Code § 651

(b) Texas Medical Board's advertising rules under 22 TAC § 164.4

(ii) Healthcare-Specific Requirements

• No solicitation of protected health information

• Clear separation from medical services

• Compliance with anti-kickback regulations

• Adherence to patient privacy standards

• Professional standards appropriate for healthcare marketing

(b) Consumer Protection Laws:

- FTC Act and guidelines on advertising

- State consumer protection statutes

- Truth in advertising requirements

- Weight loss advertising regulations

- Testimonial and endorsement requirements

- CAN-SPAM Act requirements

- State data protection laws

- Privacy policy requirements

- Data collection restrictions

- Opt-out compliance.

19.2 Company Policies and Guidelines:

Affiliate shall strictly comply with all Company policies, guidelines, and requirements, as updated from time to time, including:

(a) Marketing and Promotional Guidelines:

- Approved marketing language

- Permitted weight loss claims

- Required disclaimers

- Before/after photo policies

- Social media guidelines

(b) Brand Standards:

- Logo usage requirements

- Trademark guidelines

- Content approval processes

- Design specifications

- Voice and tone requirements

- Professional conduct requirements

- Customer interaction guidelines

- Transparency requirements

- Disclosure obligations

- Anti-spam policies.

19.3 Updates and Modifications:

Company may update or modify its policies and guidelines at any time by providing notice to Affiliate.

Affiliate shall:

- Review all policy updates promptly

- Implement required changes within specified timeframes

- Maintain compliance with current versions

- Seek clarification if needed.

19.4 Non-Compliance Consequences:

(a) Investigation and Notice:

- Company may investigate suspected violations

- Notice may be provided of compliance issues

- Affiliate must respond promptly to compliance inquiries

- Opportunity to cure may be provided for minor violations

(b) Immediate Actions:

Company may take immediate action for non-compliance, including:

- Suspension from Program

- Commission withholding

- Required correction of violations

- Removal of non-compliant materials

- Withholding of unpaid commissions

- Adjustment of commission payments

- Clawback of paid commissions related to violations

- Responsibility for investigation costs

(d) Program Termination:

- Immediate termination for serious violations

- Termination for repeated minor violations

- Termination for failure to cure violations

- Permanent Program ban for willful violations

19.5 Documentation and Verification:

(a) Affiliate shall maintain records demonstrating compliance with:

- Required disclosures

- Marketing approvals

- Customer communications

- Policy acknowledgments

(b) Company may request verification of compliance through:

- Periodic audits

- Documentation requests

- Marketing material review

- Policy adherence certification.

19.6 Training and Updates:

Company may require Affiliate to:

- Complete compliance training

- Review updated guidelines

- Acknowledge policy changes

- Participate in compliance briefings

Affiliate acknowledges that compliance with laws and Company policies is essential to protect Company's healthcare business and maintain Program integrity. Any violation of this Section constitutes a material breach of this Agreement.

20. RIGHT TO AUDIT.

Company may audit Affiliate's Program activities at any time during the term of this Agreement and for one (1) year following termination. Such audits may include review of marketing materials, tracking link usage, and compliance with this Agreement.

Upon Company's request, Affiliate shall:

(a) Provide copies of marketing materials used to promote Company's services;

(b) Demonstrate proper implementation of tracking links;

(d) Make available any other reasonably requested information related to Program activities.

Affiliate shall cooperate with all reasonable audit requests. Failure to cooperate with an audit or discovery of material non-compliance during an audit shall constitute grounds for immediate termination and forfeiture of unpaid commissions.

21. FORCE MAJEURE AND BUSINESS CONTINUITY.

21.1 Force Majeure Events:

Neither party shall be liable for any delay or failure in performance of their obligations under this Agreement (except for payment obligations) to the extent such delay or failure is caused by a Force Majeure Event. "Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to:

(a) Natural Disasters:

- Acts of God

- Earthquakes, floods, hurricanes

- Fire or other natural disasters

- Severe weather conditions

- Epidemics or pandemics

(b) Human Events:

- War or acts of war, declared or undeclared

- Terrorism or terrorist acts

- Civil unrest or riots

- Government actions or restrictions

- National or regional emergencies

- Labor disputes or strikes

- Telecommunications failures

- Internet service provider failures

- Power outages

- Cyber attacks or security breaches

(d) Healthcare-Specific Events:

- Public health emergencies

- Medical supply chain disruptions

- Healthcare regulatory changes

- Emergency medical protocols

- Healthcare system overload.

21.2 Excluded Events:

The following shall not constitute Force Majeure Events:

(a) Market conditions or economic hardship

(b) Financial inability to perform

(d) Changes in market prices or conditions

(e) Affiliate's lack of necessary personnel or resources

(f) Foreseeable healthcare regulatory changes.

21.3 Notice and Mitigation Requirements:

The party claiming Force Majeure shall:

(a) Provide written notice to the other party within 48 hours of the event, including:

- Nature of the Force Majeure Event

- Expected duration

- Impact on performance

- Mitigation efforts being undertaken

(b) Use commercially reasonable efforts to:

- Minimize the impact of the event

- Continue partial performance if possible

- Resume full performance as soon as practicable

- Keep the other party informed of progress.

21.4 Company's Additional Rights:

During any Force Majeure Event, Company may:

(a) Modify Program terms or commission structures

(b) Suspend or limit Affiliate activities

(d) Require additional compliance measures

(e) Terminate affected services or territories

(f) Modify tracking or attribution methods

21.5 Extended Duration:

If a Force Majeure Event continues for more than thirty (30) days:

(a) Company may terminate this Agreement without penalty

(b) Company may suspend commission payments

(d) Affiliate shall assist in transition of activities

(e) Affiliate shall return all Company materials.

21.6 Healthcare Continuity:

Given Company's operation of medical services:

(a) Patient care and safety shall take priority in all cases

(b) Company may redirect resources as needed

(d) Marketing activities may be suspended without notice

(e) Healthcare regulations supersede normal operations.

21.7 Limitations and Exceptions:

(a) Force Majeure shall not excuse:

- Payment obligations

- Confidentiality requirements

- Data protection obligations

- Healthcare compliance requirements

- Required regulatory reporting

(b) Affiliate shall maintain:

- Minimum security measures

- Basic compliance protocols

- Essential record keeping

- Required insurance coverage.

21.8 Recovery and Resumption:

(a) Company shall determine when Force Majeure Event has ended

(b) Company shall establish terms for resuming normal operations

(d) Pre-event performance metrics may be adjusted

(e) New compliance measures may be implemented.

This Section shall be interpreted to provide maximum flexibility and protection for Company's healthcare operations while maintaining reasonable obligations during Force Majeure Events.

22. NOTICES AND ACCEPTANCE OF TERMS.

22.1 Notices:

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed effectively given:

(a) When personally delivered;

(b) When sent by confirmed electronic mail during normal business hours;

(d) Three (3) business days after being deposited in the United States mail, by certified or registered mail, return receipt requested, postage prepaid; or

(e) One (1) business day after being deposited with a nationally recognized overnight courier service, specifying next-day delivery.

22.2 Notice Addresses:

For Company:

LifeRxMD, Inc.

401 Cooper Landing Road

Cherry Hill, NJ 08002

United States

Email: [email protected]

Attention: Affiliate Program Manager

For Affiliate:

The physical address and email address provided by Affiliate in their Program registration, as updated from time to time through the affiliate portal.

22.3 Requirements for Notices:

(a) All notices must:

- Clearly reference this Agreement

- State the purpose of the notice

- Include relevant account information

- Be sent in English

- Be marked "Urgent" if requiring immediate attention

(b) Email notices must:

- Include a clear subject line referencing the Affiliate Program

- Request read receipt

- Not contain executable files or links

- Include sender's contact information.

22.4 Address Changes:

(a) Company may change its notice address by providing notice through the affiliate portal or by email to Affiliates.

(b) Affiliate must:

- Keep all contact information current

- Update changes through the affiliate portal

- Confirm receipt of important notices when requested

- Notify Company of any extended absence or unavailability.

22.5 Acceptance of Terms:

By registering for and participating in the LifeRxMD, Inc. Affiliate Program, Affiliate expressly acknowledges and agrees that:

(a) They have read, understood, and agree to be bound by:

- All terms and conditions of this Agreement

- All Program policies and guidelines

- All compliance requirements

- All marketing restrictions

(b) They have the legal capacity and authority to:

- Enter into this Agreement

- Perform their obligations

- Make binding commitments

- Accept these terms

- Knowing and voluntary

- Not under duress

- With full understanding

- Legally binding

(d) They understand:

- The nature of the Program

- Their obligations and responsibilities

- Compliance requirements

- Consequences of violations

Electronic acceptance through the registration process shall have the same force and effect as a physical signature. Company's acceptance of Affiliate's registration is at Company's sole discretion and may be withdrawn at any time.