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Codeage LLC Affiliate Program Terms and Conditions 

PUBLISHER AGREEMENT 

This Publisher Agreement (this "Agreement") is made between You ("You" or “Your”) and Codeage LLC ("We" or "Us" or “Our”). 

BACKGROUND 

Both parties desire to establish the general terms and conditions which shall govern advertising and commission arrangements between You and Us. 

TERMS AND CONDITIONS 

In consideration of the promises set forth below, each party agrees as follows: 

1. Offers and Engagements. 

1. From time to time, We may post on the Refersion Marketplace offers (each, an "Offer") to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link (defined below). 

1.2. If You accept one of Our Offers, We will have entered into an "Engagement." Each Engagement shall have the same identification number as the original Offer that led to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern. 

1.3. At any time prior to You displaying a Qualifying Link on one of Your websites, We may, with or without notice (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad that We have submitted for an Offer or an Engagement. You agree to promptly implement any request from Us to remove, alter or modify any such graphic or banner ad. 

1.4. Medical or Disease Claims. 

1.4.1. Do not make medical or disease claims OR any unsubstantiated health claims in association with Our related brand properties, including but not limited to Codeage LLC products unless otherwise approved by Us. The only health claims that may be made or used by You are those We provide regarding individual products. 

1.4.2. No disease claims are permitted concerning Our products, per FDA/FTC standards. Because the products and/or programs We provide are not medications, but dietary supplements, no disease claims, either explicit (referring directly to a disease) or implied (referring to potential disease symptoms) may be made in conjunction with any products and/or programs provided by Us. Per FDA/FTC guidelines, this also means that no disease claims should appear in a single article in which Our products and/or programs are discussed, even if the disease claim doesn’t refer specifically to a product and/or program provided by Us. For more information on what constitutes a disease claim, read the FDA’s Guidance for Industry: Structure/Function Claims HERE.(https://www.fda.gov/Food/GuidanceRegulation/GuidanceDocumentsRegulatoryInfo rmation/DietarySupplements/ucm103340.htm) 

1.4.3. At Our sole discretion, We have the right to remove, or request removal of any and all posts that make unsubstantiated health claims and/or any disease claims that may put Our company at risk. 

1.5. Reciprocal Promotion. You are neither guaranteed nor entitled to any reciprocal promotion by Us for any of Your products, services or brands. 

1.6. Bonuses. If You are going to offer a bonus for someone to purchase one of Our products, You must deliver what You promised and do so in a timely manner. You may not discount or rebate against the retail price of Our products. You also take responsibility for all customer service issues related to bonus offers and indemnify Us from any liability relating to Your bonus/es. 

1.7. Affiliate Disclosures. To comply with current FDA and FTC guidelines governing supplements and truth-in-advertising, please be aware of and adhere to the following guidelines, if and when You choose to review any of Our products and/or programs or recommend Our products on Your site: 

1.7.1. Be honest with Your readers about Your experiences, and know that We, in no way, want to influence Your writing to reflect anything but Your actual experience. 

1.7.2. Use disclosures. The FTC has specific requirements about disclosures to meet truth-in-advertising standards. The FTC’s Endorsement Guides: What People Are Asking can be found HERE.( https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guideswhat-people-are-aski...) 

Here are some basics of how this applies to You: 

a. Affiliate Disclosure Statement. If You use affiliate links to Our (or any other) products in an article or on Your site, the FTC requires You include a clear affiliate disclosure, such as: “This page contains affiliate links, meaning I may receive a small commission from any purchases You make from clicking on a link on this page.” For full transparency, We suggest You also provide a link identifying what brands You are affiliated with. 

b. Disclosure Locations: According to the FTC, Your endorsement and/or affiliate disclosures should appear clearly near the top of the page and near the information about the product and/or program You are reviewing or selling. Footer text, vague links to other pages, or unclear wording aren’t enough. For results, dosage, and/or time frame disclosures, the disclosure should be found very close to the related information. Guidelines may be found at the FTC website article link located above. 

2. Your Responsibilities. 

2.1. You hereby agree to comply with all applicable laws. 

2.2 You hereby agree that the position, prominence and nature of links on Your site shall comply with any requirements specified in the Engagement, but otherwise will be at Your discretion. 

2.3 You agree not to make any representations, warranties or other statements concerning Us, Our sites or any of Our products or services, or Our site policies, except as expressly authorized by the Engagement. 

2.4 You are responsible for notifying Us of any malfunctioning of the URLs specified in the Engagement (the "Required URLs") or other problems with Your participation in the Engagement. We will respond promptly to all concerns upon receipt of Your notification. 

2.5 By participating in the Program, You agree to comply with the CANSPAM Act and agrees to refrain sending unsolicited emails to any party and be respectful to the party’s email preferences. You also agree to refrain from contacting anyone who has not requested information via email or any website or “spamming search engines”. Any violation of this paragraph will result in termination from the Program. Emails must come from Your brand and shall not be misrepresented as coming from Us. 

3. Commissions. 

3.1. We agree to pay to You the commission specified in the Engagement if We sell to a visitor of Our site (a "Customer") a product or service that is the subject of the Engagement and if that Customer has accessed Our site and purchased the product or service via a Qualifying Link. Notwithstanding anything in the Engagement or this Agreement to the contrary, with respect to gift cards, We will only pay commission in connection with the purchase of a gift card on Our site and not upon the redemption or use of a gift card to purchase a product or service. 

3.2 A "Qualifying Link" is a link from Your site to Our site using one of the Required URLs or any other URL provided by Us for use Refersion Marketplace if it is the last link to Our site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A "Session" is the period of time beginning from a Customer's initial contact with Our site via a link from Your site and terminating when the Customer either returns to Our site via a link from a site other than Your site or the Engagement expires or is terminated. 

3.3. We shall have the sole right and responsibility for processing all orders made by Customers. You acknowledge that all agreements relating to sales to Customers shall be between Us and the Customer. 

3.4. All determinations of Qualifying Links and whether a commission is payable will be made by Refersion and will be final and binding on both You and Us. Prices for the products will be set solely by Us in Our discretion. 

3.5. Commissions are not eligible to be earned on orders placed through the Codeage LLC Wholesale Channel. If You are an affiliate and a wholesale account for Us, no commissions will be earned on orders You place for your wholesale account use. Wholesale discounts are limited to the specific use case outlined in Your Wholesale Agreement. All other purchases made via your affiliate links without the wholesale discount applied are eligible as commissionable purchases 

4. Ownership and Licenses. 

4.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. 

4.2. We grant to You a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Engagement or during the registration process in the Refersion Marketplace, on Your site solely for the purpose of creating links from Your site(s) to Our site(s) during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, You may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. 

4.3. You grant to Us a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by You solely for co-branding purposes or as a return link from Our site(s) to Your site(s). We will remove such graphic or banner ad upon Your request. 

4.4 We will provide You with approved marketing materials, including banners, swipe email copy, product descriptions, photos, graphics, and text ads to be used to promote and offer Our suite of products to Your customers via Your sites or emails. (Note: These will most likely be updated from time to time, so please use the updated versions, when available.) You may not use any of Our other intellectual property without prior permission, including without limitation, Our trademarks, copyrights, videos, brochures, images, banners, likenesses, content, or brand name. In the event that You are creating marketing materials for Us or Our brand specifically (Codeage LLC) You must submit any and all creative to Us for specific approval. Any and all content is subject to Our review and must comply with the guidelines herein. 

5. Termination. 

5.1. Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through the Refersion Marketplace. Termination of an Engagement shall not terminate this Agreement or any other Engagement. 

5.2. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least five days prior written notice of such termination to the other party and the Refersion Marketplace. Termination of this Agreement shall also terminate any outstanding Engagements. However, all accrued rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement. 

6. Representations. 

6.1. Each party represents to the other that (a) it has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby, and (b) any material which is provided to the other party and displayed on the other party's site will not (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. 

6.2. EXCEPT FOR THE ABOVE REPRESENTATIONS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

7. Cross-Indemnification. 

7.1. Each party hereby agrees to indemnify, defend and hold harmless the other party and its publishers, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein. 

8. Codeage LLC. 

8.1. You agree to indemnify, defend, and hold harmless CODEGAE LLC and its publishers, officers, directors, employees and agents (collectively, “CODEAGE LLC”) from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto. 

9. Limitation of Liability. 

9.1. In no event shall either party be liable to the other party for any indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. 

9.2. The parties agree that the CODEAGE LLC and its publishers, officers, directors, employees and agents shall not be liable for any indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. 

10. General. 

10.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. 

10.2. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of California. Any action to enforce this Agreement shall be brought in the federal or state courts located in that state. If You need to send official correspondence, send it via registered mail to Our headquarters. Attn: Legal Department 449 S Beverly Drive Floor 1 Beverly Hills CA 90212 

10.3. By accepting any Offer through the Refersion Marketplace, You agree that You will be deemed to have executed, and will be bound by, this Agreement. 

10.4. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.