CELLERCISE AFFILIATE AGREEMENT This Agreement contains the complete terms and conditions that apply to your participation as an affiliate with the Cellular Health Innovations, llc., LLC Affiliate Marketing Program. As used in this Agreement, “we,” “us” or “Cellular Health Innovations, llc.” Cellular Health Innovations, llc., LLC, and “you,” “your” or “Affiliate,” means the affiliate. “Website” individually and collectively means your website and/or e-mail communications and/or software applications. “Affiliate Marketing Program” means the program managed by or on behalf of Cellular Health Innovations, llc. by which participating entities place links on their Website that connect to the Cellular Health Innovations, llc. or Cellerciser website and for which a referral fee is earned.

Term and Termination
The term of this Agreement (the “Term”) will begin upon our acceptance of your site in the Cellular Health Innovations, llc. Affiliate Marketing Program and your acceptance of this Agreement and will end when terminated as described herein. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other at least five (5) days written notice of termination. You are only eligible to earn commissions on sales occurring during the Term, and commissions earned through the date of termination will remain payable only if the product orders are not canceled. Cellular Health Innovations, llc. may withhold final payment for a reasonable time to ensure against cancellations.

Promotion
Cellular Health Innovations, llc. will make available to you, or you will create, subject to our approval, a variety of graphic and textual links (the “Links” collectively, or “Link” individually) in order to link to Cellular Health Innovations, llc. and its network of websites. You and we will cooperate in good faith to develop and implement such Links. Each Link will permit recipients to navigate directly to a page on the Cellular Health Innovations, llc. website designated by us via a special tagged link format. No Link will be placed on any page or screen that contains content that: advocates discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promotes or engages in illegal activities, violates intellectual property rights of third parties; or contains or promotes deceptive information.
You will be responsible for integrating the Links into your site to properly enable sales tracking, and we will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement.

Referral
Fees Affiliates will receive a percentage (Rate, as defined below) of the Sales Revenue (sale price of unit(s) not including taxes, shipping or handling) as a commission from orders placed through properly coded Affiliate links (unless noted otherwise for a particular product). Commissions may increase or decrease during limited time special promotions, but they will return thereafter to the regular Rate.

Threshold of unit sales
Rate (in % of revenue)
0 – 10 units sold 5
11 – 20 units sold 10
21+ units sold 15

For a sale to generate a commission to an Affiliate, the customer must complete the order form and remit full payment for the product ordered through the secure order system. Word of mouth referrals will not result in an affiliate commission being generated. Commissions will only be paid on sales that are made when the customer clicks through qualified, correctly structured Affiliate links. Properly coded links are the sole responsibility of the affiliate.

Payment Schedule
Referral fees will be payable within sixty (60) days from the end of each calendar quarter. If during any calendar quarter of the Term your referral fees do not exceed twenty-five dollars ($25.00), then you will not receive payments or reports until following the calendar quarter during which your aggregate referrals fees equal or exceed said amount or until the termination of this agreement, whichever occurs earlier.

Reports and Audit
Payments hereunder will be accompanied by reports of sales for which Referral Fees are payable. You will have the right to have a certified public accountant, acceptable to us, examine our applicable books and records as are necessary to verify the accuracy of payments made to you under this Agreement. You are entitled to conduct such an audit only during normal business hours, at your expense, upon reasonable notice, no more frequently than once per calendar year, and no later than thirty (30) days following the end of the Term or termination of this Agreement.

Representations and Warranties; Limitation of Liability
Each of us hereby represents and warrants that (i) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (ii) it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement; (iii) the services to be rendered by each of us under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party.

Cellular Health Innovations, llc. will remain solely responsible for the operation of the Cellular Health Innovations, llc. (Cellercise) website, and you will remain solely responsible for the operation of your site. Each party acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site or service.

EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT Cellular Health Innovations, llc. AND ITS NETWORK OF WEBSITES MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.

NEITHER Cellular Health Innovations, llc. NOR AFFILIATE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. Cellular Health Innovations, llc.’S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO AFFILIATE HEREUNDER.

Fulfillment and Policy
Cellular Health Innovations, llc. will be solely responsible for fulfilling all orders for its products and payment processing, and customers who buy products through the Affiliate Marketing Program will be deemed customers of Cellular Health Innovations, llc.. Accordingly, all rules, policies, operating procedures and information concerning customer orders and sales will apply to those customers, including our rules of privacy and confidentiality. We may change our policies and operating procedures at any time, without notice.

Intellectual Property Rights Cellular Health Innovations, llc. hereby grants to you during the Term a non-exclusive, nontransferable, royalty-free license to establish hyperlinks between yours and our Web Sites and to use Cellular Health Innovations, llc.’s trade names, logos, trademarks and service marks (the “Cellular Health Innovations, llc. Marks”) provided to you by Cellular Health Innovations, llc., on your site solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the Cellular Health Innovations, llc. Marks will be subject to Cellular Health Innovations, llc.’s prior written approval. All landing pages, web sites, banner ads, or other physical or digital materials created by you which include the Cellular Health Innovations, llc. Mark must be submitted to Cellular Health Innovations, llc. for prior approval, such approval shall not be unreasonably withheld and shall be given in a timely manner.
You hereby grant to Cellular Health Innovations, llc. during the Term, a non-exclusive, nontransferable, royalty-free license to establish hyperlinks between yours and our Websites and to use your trade names, logos, trademarks and service marks (the “Affiliate Marks”) solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform our obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the Affiliate Marks will be subject to your prior written approval. Except as set forth above, you and we each reserve all right, title and interest in respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of the other’s marks except as set forth herein is strictly prohibited.

Indemnification
We agree to indemnify, defend and hold harmless you and your affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of our site, a breach of our obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials provided by us for display on your site. You agree to indemnify, defend and hold harmless us and our affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of your site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials of your site.

General Provisions
You and we will each monitor and periodically test the general availability and operation of our respective Website.
You and we are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us.
In its performance of this Agreement and in the operation of each party’s respective Websites, you and we each will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, you and we each will pay, collect and remit such taxes as may be imposed with respect to any compensation, royalties or transactions under this Agreement.
Neither you or we will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.
This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Utah. Any action arising hereunder will be brought in the federal or state courts, located in Utah, and you agree the personal jurisdiction of said courts.
Any notices under this agreement will be given in writing. Notices may be given by electronic mail and will be deemed delivered and given for all purposes on the sent date, but only if the receiving party has confirmed its receipt by return electronic mail. Notices sent via traditional means will be sent via certified mail, return receipt requested. Notices to Cellular Health Innovations, llc. will be sent to: Cellular Health Innovations, llc., LLC, 87 North Main Street, Manti, UT 84642.
You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity. This Agreement represents the entire Agreement between you and us with respect to the subject matter hereof and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.
If any provision of this Agreement will be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement will not be affected and will remain in full force and effect.