Affiliate Agreement

THIS MUTUAL CONFIDENTIALITY AGREEMENT (the “Agreement”) is entered into by and between REBALANCE HEALTH, INC., a Delaware corporation with a principal place of business located at 1855 57th Court South, Suite #100, Boulder CO 80301 (“Company”) Brand Partner, [an individual or corporation] (“Counterparty”), effective as the Counterparty’s enrollment with the. Company and Counterparty are referred to herein individually as “Party” and collectively as the “Parties.” As used in this Agreement, the Party disclosing Confidential Information (as defined below) is referred to as the “Disclosing Party”; the Party receiving such Confidential Information is referred to as the “Recipient.”

1. Acknowledgement and Eligibility
   By completing the enrollment process, you acknowledge that you have read, understand and agree to the terms of this Agreement. You attest that you are age 18 or older and that you have a valid Social Security Number or individual Taxpayer Identification Number. Enrollment of anyone under the age of 18 is prohibited. You understand and agree that acceptance as an AD is not automatic but is subject to the receipt and acceptance of the application by the Company.
   
2. Independent Contractor Status
   You agree that you are and shall at all times be considered an independent contractor and Advisor Agreement for all legal purposes. You are responsible for determining how to conduct your own business activities. You are not an agent, employee, or legal representative of the Company and you acknowledge and agree that you are responsible for the payment of all federal and state self‐employment taxes and other taxes required by any federal, state or local taxing agency.
   
   Under penalties of perjury, you certify that:
   a. Your TIN is correct;
   b. Your legal name is correct;
   c. You are not subject to backup witholding due to failure to report interest and dividend income;
   d. Your are a U.S. person;
   
3. No Promises of Earnings
   You acknowledge that no representations or guarantees have been made to you by the Company, its officers, other ADs or any representative of the company concerning how much money you may or will earn as an ADs. You agree that you will not make any such representations to any other individual considering joining the Company as an AD. You understand that no attorney general or other regulatory authority ever reviews, endorses or approves any product, commission program or particular company, and you will make no such claims regarding the Company when describing the business opportunity to a third party.
   
4. Intellectual Property
   The Company is the owner and exclusive licensor of numerous names and trademarks, including but not limited to, “Rebalance HealthTM,” “Superceutical®,” “Directline®”, and other names, trade names, logos and marks of the Company, trade secret and other proprietary rights as identified in the Legal Notices section of the Company’s website (collectively, the “Intellectual Property”), all of which are exclusively owned by the Company. You agree that you have no ownership or rights or interests in any of Company’s Intellectual Property by virtue of this Agreement or otherwise. The Company hereby grants a limited license to you to use the Intellectual Property solely in furtherance of your legitimate business activities and subject to the terms and conditions of this Agreement and the Company’s Policies and Procedures. You recognize the value of the goodwill the Company has created in its Intellectual Property and acknowledge that all rights therein and all goodwill pertaining thereto belong exclusively to the Company. You will not use the Company’s Intellectual Property except as provided in materials furnished by the Company or approved in writing by the Company prior to their use by you. You understand that unauthorized use or duplication of the Company’s Intellectual Property is a violation of U.S. federal law and the Company’s Policies and Procedures and may be grounds for termination of this Agreement. Upon termination of this Agreement for any reason, your limited license to use any of the Company’s Intellectual Property also terminates and all such use must cease immediately. Business ideas, concepts, designs or other intellectual property submitted to the Company by you during the term of this Agreement (“Your Contributions”) shall immediately become property of the Company unless otherwise agreed to in advance and in writing by the Company. You shall take all actions deemed reasonably necessary by the Company to vest any and all intellectual property rights in and to Your Contributions, and you agree that the Company may operate as your attorney‐in‐fact to take any such actions in the event that you do not comply.
   
5. Confidentiality
   You agree that the Company has a proprietary interest in its customer lists and other confidential information described in this Agreement or other materials provided to you by the Company. You agree not to use or disclose such confidential information except as explicitly authorized by the Company. Use or disclosure of customer lists for any purpose other than carrying out your business as an AD representing the Company is strictly prohibited.
   
6. Right of Publicity
   By entering this Agreement, you immediately grant the Company the unrestricted, worldwide, royalty‐free right to use, reproduce, publish and otherwise distribute your name, photograph, video presence, personal story and/or likeness (collectively, “Likenesses”) in advertising and in the Company promotional materials, in any and all formats, platforms or other media or social media now existing or hereafter created, and you hereby waive all claims for remuneration for such use and you release and forever discharge the Company from any and all claims and demands arising out of or in connection with the use of Likenesses. This authorization may be cancelled at any time (for purposes of future uses only) by contacting the Company by written letter sent by way of US First Class Registered mail to the attention of the Company’s Legal Department.
   
7. No False or Disparaging Statements
   You agree that you will not make any false, misleading or disparaging statements about the Company, the Company’s products, the Company’s business opportunity or any Company employees, customers or other ADs.
   
8. No Assignment or Delegation
   You may not delegate or subcontract duties under this Agreement without the prior written consent of the Company. Any attempt to transfer or assign this Agreement without the express written consent of the Company renders this Agreement voidable at the option of the Company and may result in termination of this Agreement.
   
9. Updates and Modifications
   In order to maintain a viable sales program and to comply with federal, state and local laws and economic conditions, the Company may update the Policies and Procedures, and/or the terms of this Agreement from time to time. Such additions or modifications shall be made in the Company’s sole and absolute discretion and will become a binding part of this Agreement thirty (30) days following the date of publication in the Back Office.
   
10. Term and Termination
    This Agreement is effective from the date your submission is accepted and approved by the Company and shall thereafter automatically renew every twelve (12) months on the anniversary date of the Agreement unless otherwise terminated as set forth below. (a) Termination for Inactivity. Failure to make qualifying customer sales ninety days (90) (or on any other schedule as the Company may designate from time to time) may result in automatic termination of this Agreement. (b) Termination by the Company. You understand that if you fail to comply with the terms of this Agreement or the Policies and Procedures, the Company may impose disciplinary action as it determines in its sole discretion, up to and including immediate termination of this Agreement. The Company may otherwise terminate this Agreement at any time in its sole and absolute discretion. (c) Termination by You. You understand that you may cancel this Agreement at any time regardless of reason by written or email notice to the Company. If this Agreement is terminated for any reason, you understand that you will no longer be permitted to sell the Company’s products and will no longer be eligible to receive (and you hereby waive all rights to) any commissions, bonuses, rewards, prizes or any other income resulting from the activities of any former downline sales organization. If you have violated the terms of this Agreement or the Policies and Procedures, you shall not be entitled to receive any further bonuses, commissions, rewards or prizes, regardless of whether the sales for such bonuses, commissions, rewards or prizes have been completed.
    
11. Entire Agreement
    This Agreement, along with the Policies and Procedures as referenced herein (and as such documents may be amended by the Company from time to time) constitute the entire agreement between the Company and you. Any actual and implied promises, representations, offers or other communications not expressly set forth or incorporated by reference to this Agreement are of no force or effect. If any provision of this Agreement is declared invalid by an adjudicator of law, the remaining provisions shall remain in full force and effect, and the language of the offending provisions shall be reformed only to the extent necessary to ensure their enforceability.
    
12. One Year Period of Limitation
    Should you bring a claim against the Company for any alleged act or omission of the Company relating to or arising from this Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against the Company for such act or omission. You hereby relinquish and waive all claims permissible by any other applicable statutes of limitation.
    
13. Release and Indemnification
    The Company, its affiliates, and their respective directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “Affiliates”) shall not be liable for, and you hereby release the Company and its Affiliates from and waive all claims for loss of anticipated profits and consequential, incidental, indirect, direct, punitive and exemplary damages or loss incurred or suffered by you as a result of operation of your business pursuant to this Agreement. You further agree to release the Company and its Affiliates from any and all liability arising from or relating to the promotion or operation of your business and any activities related to it, including, but not limited to, the presentation of the Company products or Career Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc. You hereby agree to defend, indemnify and hold harmless the Company and its Affiliates for any liability, damages, fines, penalties or other awards arising from any such activities or any authorized or unauthorized conduct that you undertake in operating your business.
    
14. Errors and Corrections
    While we use reasonable efforts to include accurate and current information on our Site, we do not warrant or represent that the Site will be error-free. Data entry errors or other technical problems may sometimes result in inaccurate information being shown. We reserve the right to correct any inaccuracies or typographical errors on our Site, including pricing and availability of products and services, and shall have no liability for such errors. We may also make improvements and/or changes to the Site’s features, functionality, or content at any time. If you see any information or description you believe to be incorrect, please contact us and we’ll verify it for you.
    
15. User Conduct
    By using features of this or associated sites that allow you to post or otherwise transmit information to or through this site, or which may be seen by other users, you agree that you shall not upload, post, or otherwise distribute or facilitate distribution of any content – including text, communications, video, software, images, sounds, data, or other information – that:
    
    A. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, sexually explicit or graphic, or otherwise in violation of this site's rules or policies;
    B. infringes any patent, trademark, service mark, trade secret, copyright, moral right, right of publicity, privacy or other proprietary right of any party.
    C. constitutes unauthorized or unsolicited advertising, junk, bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
    D. contains software viruses or any other computer code, files, or programs that are designed or intended to distrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information any third party; or
    E. impersonates any person or entity, including any employee or representative of this site, its licensors or advertisers.
    
    You also agree that you shall not harvest or collect information about the users of this site or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic email or communications for any other commercial purpose of your own or a third party.
    
    You further agree that you shall not solicit or collect information, or attempt to induce any physical contact with, anyone 18 years old or younger without appropriate parental consent.
    
    This site generally does not pre screen, monitor, or edit the content posted by users of this site. However, this site and its agents have the right, at their sole discretion, to remove any content that, in this site’s sole judgment, does not comply with the Site Submission Rules or is otherwise harmful, objectionable, or inaccurate. This site is not liable for any failure, delay, damages or results, in removing such content.
    
    You agree that your use of this site may be suspended or terminated immediately upon receipt of any notice which alleges that you have used this site in violation of these Rules and/or for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault other, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, contractors or employees. In such event, you agree that the owner of this site may disclose your identity and contact information, if requested by a government or law enforcement body or as a result of a suADoena or other legal action, and the owner of this site shall not be liable for damages or result of a suADoena or other legal action, and the owner of this site shall not be liable for damages or results thereof, and you agree not to bring any action or claim against the owner of this site for such disclosure.
    
16. United States Only
    You agree to sponsor other ADs and to sell products only in the United States unless otherwise specifically authorized by the Company.
    
17. Governing Law; Dispute Resolution;
    Class Action Waiver This Agreement is governed under the laws of the State of Arizona. The parties agree that all claims, disputes and differences arising between them under this Agreement shall be exclusively resolved in the manner set forth in the Policies and Procedures, first through negotiation and mediation, then by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association with arbitration to occur at New York, NY. The arbitrator may award, in addition to declaratory relief, contract damages and may also award consequential damages in the event of a breach of any provisions of sections 4 and 5 of this Agreement and shall award reasonable costs and attorney fees to the prevailing party. An arbitration award may be enforced in any court of competent jurisdiction. By entering into this Agreement, you understand and agree that you will waive your right to have any dispute or claim brought, heard or arbitrated as a class action, collective action or representative action (the “Class Action Waiver”). Notwithstanding any other clause contained in this Agreement or the rules of the American Arbitration Association, any claim that all or part of this Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable must be determined only by a court of competent jurisdiction and may not be determined by an arbitrator. This provision shall not preclude either the Company or you from seeking temporary or permanent injunctive relief in any court of competent jurisdiction.