Affiliate Agreement

AFFILIATE AGREEMENT

ShedRx, LLC

1. Obligations and Representations. I understand that as an affiliate (“Affiliate”) of ShedRx, LLC (“ShedRx”):

• I must be of legal age in the state in which I reside.
• I have the right to offer for sale ShedRx products and services in accordance with the terms and conditions of this Affiliate Agreement.
• I will comply with all federal, state, county, and municipal laws, ordinances, rules, and regulations, and shall make all reports and remit all withholdings or other deductions as may be required by any federal, state, county, or municipal law, ordinance, rule, or regulation.
• I will perform my obligations as an Affiliate with honesty and integrity.

2. Presenting ShedRx Products and Services. I agree to accurately represent ShedRx—including any of its parents, partners, subsidiaries, or other affiliates—and to refrain from making any promises, inducements, or other statements which may be relied upon by third parties regarding the efficacy of any services, products, or plans available to ShedRx customers.  I understand that any subscription services or products processed through ShedRx are wholly conditional subject to both the analysis, treatment, and prescription of a duly licensed and certified healthcare provider and that, if a product is prescribed to a ShedRx customer, it is exclusively fulfilled by a third party, duly licensed and certified pharmacy. I further understand and acknowledge that any products which are or may be prescribed to ShedRx customers have their own risks, rewards, potential side effects, and various levels of efficacy.  In stating that I will not make any representations about the efficacy of these products, I hereby agree that if I make any such statements or promises, these statements are mine and mine alone.
3. Independent Contractor Status. I agree that as a ShedRx Affiliate, I am an independent contractor and not an employee, agent, partner, legal representative or franchisee of ShedRx. I am not authorized to and will not incur any debt, expense, or obligation, or open any checking account on behalf of, for, or in the name of ShedRx. I understand that I shall control the manner and means by which I participate in the Affiliate program, subject to my compliance with this Affiliate Agreement and any other documentation, training, compensation plan, or related materials that ShedRx may provide to me from time to time (collectively, these materials are referred to hereinafter as the “Contract”). I agree that I will be solely responsible for paying all expenses I incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone, and other expenses. I UNDERSTAND THAT I WILL NOT BE TREATED AS AN EMPLOYEE OF SHEDRX FOR FEDERAL OR STATE TAX PURPOSES. I acknowledge and agree that ShedRx is not responsible for withholding and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind, unless such withholding becomes legally required. I agree to be bound by all sales tax collection and remittance agreements between ShedRx, all appropriate taxing jurisdictions, and all related rules and procedures.
4. ShedRx Policies. I have carefully read and agree to comply with all materials which have been or will be provided to me by ShedRx in connection with my position as an Affiliate, all of which are incorporated into the Affiliate Agreement by this reference and become part of the Contract. I understand that I must be in good standing and not in violation of any of the terms of the Contract in order to be eligible to receive any bonuses or commissions from ShedRx. I understand that the Contract, including this Affiliate Agreement, may be amended at any time at the sole discretion of ShedRx, and I agree that upon 30-days notice, any such amendment will apply to me. Notification of amendments will be published in official ShedRx materials including ShedRx’s official website. The continuation of my ShedRx affiliation or my acceptance of bonuses or commissions shall constitute my acceptance of any and all amendments to or supplementation of the Contract.
5. Term and Termination. The term of this Contract is one year from the date it is submitted to ShedRx. This Contract may be renewed each year for an additional one-year term. ShedRx is not obligated to renew this Contract and may, in its sole discretion, reject any application for renewal. Unless I notify ShedRx of my intent not to renew, ShedRx has notified me of its intent not to renew, or unless the Contract is terminated by ShedRx, the Contract may be renewed each year on its annual anniversary date.

   ShedRx may terminate my account at any time for violation of the terms and conditions of the Contract including any amendments or supplementation thereto. If my Contract is canceled or terminated for any reason, I understand and agree that I will permanently lose all rights as an Affiliate and I shall not be eligible to receive commissions, bonuses, referral fees, or other remuneration from ShedRx. In the event of cancellation, termination, or nonrenewal, I agree to forfeit and waive all rights I have, including but not limited to property rights. If my Contract is not renewed, or if it is cancelled or terminated for any reason, I agree to immediately discontinue use of any and all ShedRx trademarks, service marks, Affiliate and Customer lists, and copyrighted materials. I also agree that during the term of this Contract and for one (1) year following the termination or cancellation of this Contract, regardless of the reason for termination or cancellation, I will not directly or indirectly solicit or recruit any ShedRx employee, contractor, customer, or Affiliate to a business or venture which is in conflict with or otherwise operates a business similar to that of ShedRx.

6. Assignment. I may not assign any rights or delegate my duties under this Contract without the prior written consent of ShedRx. ShedRx may freely assign the Contract at any time. Any attempt to transfer or assign the Contract without the express written consent of ShedRx renders the Contract terminable at the option of ShedRx and may result in termination of my business
7. Breach of the Agreement. I understand that if I fail to comply with the terms of my Contract, I shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed.
8. Limitation of Liability and Indemnification. ShedRx, its members, managers, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “associates”), shall not be liable for special, indirect, incidental, consequential, punitive, or exemplary damages. If ShedRx is found to be in breach of the Contract, the maximum amount of damages I may claim shall be limited to the sum-total of bonuses, commissions, referral fees, or other remuneration due and owing to me at the time of the breach. I release and agree to indemnify ShedRx and its associates from any and all liability, damages, fines, penalties, or other awards or settlements arising from, or relating to my actions in the promotion or operation of my Affiliate-related activities (for example, but not limited to, the presentation of ShedRx services, the operation of a motor vehicle, the making and publishing of any unauthorized or baseless claims, the failure to comply with any applicable federal, state, or municipal law or regulation, etc.).
9. Entire Agreement. This Affiliate Agreement, together with any and all materials which may be provided to me, together constitute the entire agreement and Contract between ShedRx and myself. The Contract may be amended or supplemented at any time and as subject to any notice provisions contained herein.  Any promises, representations, offers, or other communications not expressly set forth in this Affiliate Agreement and Contract are of no force or effect unless set forth specifically in writing between the Affiliate and an authorized officer of ShedRx.
10. Waiver and Severability. Any waiver by ShedRx of any breach of the Contract must be in writing and signed by an authorized officer of ShedRx. Waiver by ShedRx of any breach of my Contract by me shall not operate or be construed as a waiver of any subsequent breach. If any provision of the Contract is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Contract will remain in full force and effect.
11. Survival. Sections 5, 8, 9, 10, 12, 13, 16, and 17 of this Affiliate Agreement, as well as Limitation of Liability, Dispute Resolution, and covenants to protect ShedRx’s trade secrets, confidential information, intellectual property, and other proprietary materials shall survive the termination of the Contract.
12. Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising out of or relating to the Contract or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences, except as provided herein, shall be settled by arbitration administered in Salt Lake City, Utah, by JAMS in accordance with the provisions of its applicable, commercial arbitration rules. The parties agree that any claims submitted to arbitration will be submitted in the party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. No arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. Notwithstanding this agreement to arbitrate, the parties agree that claims for only injunctive relief may be brought exclusively in either the United States District Court for the District of Utah or the state courts in Salt Lake County, Utah. The parties further agree that judgment on any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This agreement to arbitrate shall survive any termination or expiration of the Contract.
13. Governing Law. To the fullest extent allowed by law, all actions arising out of or relating to the Contract will be governed by the laws of the State of Utah without giving effect to the principles of conflict of laws. I agree that, notwithstanding any statute of limitation to the contrary, any claim or action I may wish to bring against ShedRx for any act or omission arising out of or relating to the Contract must be brought within one (1) year from the date of the alleged act or omission giving rise to the claim or cause of action. Failure to bring such action within the permitted time shall act as a bar against all claims against ShedRx for such act or omission. I waive any and all claims or rights to have any other statute of limitation apply.
14. Use of Name and Image. I authorize ShedRx to use my name, photograph, personal story, and/or likeness in advertising or promotional materials and waive all claims to remuneration for such use.
15. Electronic Communication. I authorize ShedRx, its associates and independent contractors to communicate with me through electronic mail at the email address provided in this Affiliate Agreement. I understand that such email may include offers or solicitations for the sale and purchase of ShedRx products, sales aids, or services.
16. Counterparts. Emailed or electronic copies of this Affiliate Agreement shall be deemed an original. I also acknowledge and agree that this Affiliate Agreement may be presented to me electronically and that I may indicate my signature electronically by electronic means (i.e., a clickwrap).
17. Data Protection. I give consent for ShedRx to process the personal data contained in this application/ agreement and to transfer this personal data, together with information about this Affiliate account’s future activities, to any of ShedRx’s worldwide subsidiaries and affiliated companies, and to other ShedRx account holders who are in the same sales organization or distribution chain for the purpose of administering the sales and distribution of ShedRx products and providing activity reports to ShedRx’s worldwide subsidiaries, affiliated companies, and to other ShedRx account holders in the sales organizations. I understand that this transfer of information may be made to countries without a level of legal protection of privacy equivalent to that provided in my home country. I understand that if I receive activity reports, including sales reports, containing personal data of other ShedRx account holders’ activities, I agree that I will not use such data except in the administration and development of my sales organization, and that upon termination of my Contract, I will immediately delete all such personal data from my files, except as otherwise required by law. The parties agree that this obligation survives the termination of the Contract. For additional information on ShedRx’s privacy practices, please see ShedRx’s privacy policy located at www. ShedRx. com. If you do not want this personal data processed or transferred as described herein, please do not create an Affiliate account with ShedRx.
18. Agreement Not to Compete or Solicit. Affiliate agrees not to compete with ShedRx with regard to its health-related and weight-loss services, during the course of Affiliate’s relationship with ShedRx and for one year following termination of Affiliate’s relationship with ShedRx. The scope of this agreement not to compete shall be construed as broadly as possible under Arizona law, but in no circumstances shall Affiliate utilize Confidential Information to compete, prepare to compete, or assist another person in competing with ShedRx.
    
    Additionally, Affiliate agrees not to solicit, whether directly or indirectly, any of ShedRx’s customers, contractors, affiliates, subsidiaries, or employees while this non-competition agreement is in effect. Solicitation shall be defined broadly, and includes indirect invitations to conduct business with Affiliate or Affiliate’s agents, affiliates, or partners.