By using this Site and participating in the Affiliate program, you signify your acceptance of this policy and below mentioned agreement. If you do not agree to this policy, please do not use our Site or participate in the Affiliate program. These terms may be updated from time to time, your continued use of the Site and Affiliate program following the posting of changes to this policy will be deemed your acceptance of those changes.

Women and Couples Wellness, LLC Affiliate Agreement

Revision Date: May 26 2024

This agreement (the “Agreement) is made between Women and Couples Wellness, LLC (the “Company”), and the Affiliate, and collectively, (the “Parties”) for participation in The Company’s affiliate program. If Affiliate does not want to participate in the affiliate program, please disregard the following agreement. By using this Site and participating in the Affiliate program, you signify and confirm your acceptance of this policy and below mentioned agreement.

Affiliate wishes to include certain materials promoting Company, and to include a link to Company’s website within those materials on Affiliate’s website, and or create a unique identifying code generated by the web affiliate software provided by Company;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:

Promotional Materials. Company shall, at its discretion, make available to Affiliate certain banner advertisements, button links, text links, and/or other videos, audios, graphic or textual material for display and use on the Affiliate website, for Affiliate to send via its email communications, or for Affiliate to post to social media sites (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Company’s website, as specified by Company. In the case of Affiliate using email, text or messenger communications, Affiliate agrees that all communications comply with all legal requirements of the region they are sent, and are in compliance with the CAN-SPAM Act.

Use of Promotional Materials. The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:

Affiliate may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.

Affiliate may only use the Promotional Materials for the purpose of promoting Company’s website (and the products and services available thereon), and for linking to Company’s website.

Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company, unless Company agrees to such modification. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such alteration of modification.

The Promotional Materials will be used to link only to Company’s website, to the specific page and address as specified by Company.

License. Company hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.

Intellectual Property. Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in this agreement.

Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate. Affiliate shall provide services for Company as an independent contractor. Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.

Commissions.

In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission (the “Commission”) in the amount of a percentage of product sold to a user that accesses Company’s website through a link on Affiliate’s website.

The current percentage posted is 20% of the advertised (not discounted) retail price, not including shipping or tax. Under the conditions defined below, if other individuals referred by Affiliate themselves become new affiliates and make sales, the original referring Affiliate (who referred them) will receive a 5% bonus on the sales made by this new Affiliate. The 5% bonus payment will be of the advertised (not discounted) retail price, not including shipping or tax. T

However, to maintain this 5% bonus status, the original Affiliate must share online marketing information provided by the Company at least once every 30 days. If the original affiliate does not continue sharing marketing material after 30 days, they are subject to losing future 5% bonus commissions. The above defined percentage commissions for both sales and for bonus commissions are subject to change by the Company at any time. Notification to Affiliate of any change in commission percentage will be given by Company at the email address on hand for the Affiliate.

The commission will be based on purchases made by a user for any new and recurring purchases for the life of the registered user.

Affiliates are provided with details of the number of referrals sales via the Company's software. However, to maintain the privacy of customers, Affiliates are not provided with the customer names or emails.

Affiliate referrals are tracked by placing a cookie on the customer's web page. When the customer makes an order, the referring Affiliate is identified via the cookie the customer had. The Affiliate sale tracking program works based on the last cookie the customer had. If another (different) Affiliate refers the same lead with their Affiliate ID after you do ( you - being the original Affiliate), they’ll get credit for the sale.

Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request and is available through the affiliate area on the website. Any discrepancy between the amount of Commissions owed according to these records and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Company within 30 days of discovering such discrepancy. Company is dependent on a third party software system to track Affiliate sales. In the event there is an outage of the software system, Company will make a concerted effort to recover the data. However Affiliate agrees company is not responsible for system outages or related failures in the third party software system.

Commissions are held for a period of at least 30 days from any purchase to protect Company in the event of any return request, refund, or chargeback that may occur. Company shall pay Commissions on sales accrued past 30 days of the sale to Affiliate within 15 days of the first day of each month that follows the minimum 30-day holding period (the “Commission Payment Date”).

If on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than $50.00, then such accrued and payable balance shall be held over to the following month and paid together with the Commissions due for that month. If at any time, the balance of accrued and payable Commissions is held over for 3 consecutive months, then Company shall pay all accrued and payable Commissions to Affiliate in the fourth month, regardless of the total amount owed. Payment is made via written check for Affiliate, the Affiliate PayPal account, WISE, or other means Company has established.

In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.

Affiliate’s Representations and Warranties. Affiliate represents and warrants the following:

Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.

Affiliate’s website does not contain any materials that are:

Sexually explicit (unless relevant for sexology research, sex therapy, or valid educational purpose), obscene, or pornographic;

Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise); Graphically violent, including any violent video game images; or

Solicitous of any unlawful behavior.

Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.

Affiliate will not use the Promotional Materials in any manner other than those set forth above.

Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.

Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference Company or Company’s website unless Company gives prior written consent to the distribution of such materials. Affiliate will not use Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company’s website as specified in this Agreement. Affiliate will not register any domain name that incorporates Company’s name, or that is confusingly similar to Company’s name.

Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way related to, mentioning or referencing Company or Company’s website.

Indemnification. Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth above. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.

Confidentiality. Any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.

Term.

This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated in any of the following ways.

Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.

Taxes.

Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement.

Company shall not withhold any taxes from the Commissions paid to Affiliate. Prior to Company’s payment of any commission to Affiliate, Affiliate shall complete and submit all forms required for Company’s compliance with United States Tax laws. This includes, but is not limited to submission of a W-9 form and any other required materials. Company will provide instructions on how to fax, mail or if available electronically submit this information. Company will not release commission payment until it has confirmed receipt and processing of this information. Processing typically requires two (2) business days from receipt of information to complete. Company currently submits Tax information to the United States Internal Revenue Service, and appropriate state agencies as needed. If you live outside the United States Company will require your local equivalent of a tax identification number and will send you the US equivalent annual reporting information. You will be responsible for reporting taxes to your respective government in a manner that is in compliance with your local tax laws.

Limitation of Liability.

Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of

the Promotional Materials, or other performance of services under this Agreement.

Website and web services availability.

Company shall make every effort to maintain this web site and related web services for both public and affiliate access. However in the event of any web site and or web services outage occurs due to, but not limited to outages or errors from Company technical error, hardware failure, third-party hardware or service provider failure, data breach, malicious unauthorized system access, or related cause for loss of services., the parties will hold Company harmless. In the even that date for affiliate sales are lost from the website and web services, Company will use the last confirmed records transferred to Companies internal accounting system as the basis for calculating any payment to the Parties.

Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

Headings. The headings for the section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

Company reserves the right to modify this agreement at any time. In the event that Company modifies this agreement, Company will contact Affiliate via email informing them, as well as changing the revision date at the top of this agreement.

Entire Agreement. This Agreement constitutes the entire agreement between Company and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.