Rachel Scheer Nutrition

Affiliate & Influencer Program Terms and Conditions

This Affiliate & Influencer Agreement (“Agreement”) governs and serves as the agreement between Rachel Scheer Nutrition LLC, a Texas limited liability company (“We,” “Us,” or “Our”), and you (“You” or “Your”). You and We are each a “Party” and are collectively referred to as the “Parties.” This Agreement is effective as of the date You submit Your Rachel Scheer Nutrition Affiliate & Influencer Onboarding Form (the “Form”) and We accept Your submission. By submitting the Form, You agree to be bound by this Agreement. If You do not agree to these terms, do not submit the Form. Questions about this Agreement may be directed to [email protected].

1. DEFINITIONS

“Company Website” refers to www.rachelscheer.com, a website that promotes and sells health and wellness products, together with all other mobile applications and domains owned by Us. “Program” refers to Our affiliate and influencer marketing program. “Affiliate” refers to a participant who promotes Us primarily through tracked links, banners, or other digital placements in exchange for commissions. “Influencer” refers to a participant who promotes Us primarily through original social media content, endorsements, or testimonials. Where the term “You” is used, it applies to both Affiliates and Influencers unless a provision expressly states otherwise. “Campaign” refers to the marketing and promotion of Us to Your audience across websites, social media, email, and other channels. “Marks” refers to Our names, logos, trademarks, service marks, trade names, and trade dress, including the name and likeness of Rachel Scheer. “Materials” refers to any of Our copyrights or intellectual property, including but not limited to any links, creative assets, or content provided by Us that You may display on websites and/or social media channels owned or controlled by You. Materials shall also include any third-party intellectual property or Products. “Products” refers to any samples or products sold or provided by Us in connection with advertising, marketing, and promoting. “Endorsement Rules” refers to 16 CFR Part 255 and the United States Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising. “FTC Act” refers to Section 5 of the Federal Trade Commission Act. “Federal CAN-SPAM Act” refers to 15 U.S.C. §§ 7701–7713. “Privacy Laws” refers to any applicable federal and state privacy laws. “Claims” refers to all third-party claims, demands, actions, or threats of action (whether in law, equity, or in an alternative proceeding). “Confidential Information” means all proprietary information belonging to You, Us, or Our customers or suppliers, including but not limited to sales reports, marketing information and plans, traffic numbers, conversion rates, and other information concerning the Parties’ business.

2. MARKETING EFFORTS

You will promote Us to Your audience across websites, social media, and other approved channels (“Media”) in compliance with Our reasonable written instructions and guidelines and this Agreement. We reserve the right to suspend or terminate a Campaign for any reason upon written notice to You, and You agree to immediately stop all promotion and to take down any posts and/or content containing Our Marks and/or Materials.

In carrying out Your marketing efforts, You also agree to:

1. Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, Your Media.

2. Ensure that all materials posted on Your Media or otherwise used in connection with the Campaign (i) are not illegal; (ii) do not infringe upon, misappropriate, or violate the intellectual property or personal rights of any third party; and (iii) do not contain or link to any material that is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability, or age), promotes illegal activities (such as gambling), contains profanity, or otherwise contains materials that We inform You We consider objectionable.

3. Not make any representations, warranties, or other statements concerning Us or any of Our respective Products or services, except as expressly authorized herein or otherwise in writing by Us. This includes, without limitation, refraining from unsubstantiated health, medical, therapeutic, or dietary claims about any Product, as further described in Exhibit A.

4. Ensure Your Media does not create the impression that it is endorsed by or officially affiliated with Us without Our prior written permission.

5. Comply with all (i) obligations, requirements, and restrictions under this Agreement, and (ii) laws, rules, and regulations as they relate to Your business, Your Media, the Campaign, and Your use of the Materials (by way of example and without limitation, ensuring proper disclosures are made regarding the consideration You receive from Us for promoting Us).

6. Comply with the terms, conditions, guidelines, and policies of any third-party services used by You in connection with the Campaign, including but not limited to email providers, social networking services, and ad networks.

7. Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use, and sharing practices.

8. Always prominently post and make available to end-users any terms and conditions in connection with any offers set forth by Us, or as required by applicable laws regarding such offers.

9. Not place Our ads, links, or offers on any online auction or unauthorized marketplace platform (e.g., eBay, Amazon), nor engage in cookie-stuffing, spam, or other prohibited promotional practices as further described in Section 2.1 and Exhibit B.

2.1 Brand Terms, Paid Search, and Organic Content

We distinguish between paid advertising on Our brand terms and organic content that references Us. The following applies:

• Prohibited: bidding on, or purchasing paid search or paid social placements against, Our Marks, Our brand terms, the name “Rachel Scheer,” Our Product names, or any misspellings or close variants of the foregoing, on any advertising platform.

• Prohibited: using Our Marks or brand terms in the display URL, domain, or visible ad copy of any paid placement without Our prior written consent.

• Prohibited: registering domain names, social handles, or app names that incorporate Our Marks or are confusingly similar to them.

• Permitted and encouraged: referencing Us, Our Products, and Rachel Scheer by name in organic content, including blog posts, reviews, videos, podcasts, newsletters, and social posts, provided such content is accurate, complies with this Agreement, and does not imply that Your Media is owned or operated by Us.

• Permitted: ranking organically in search results for content that references Us, including review and comparison content.

If You are uncertain whether a proposed placement is permitted, contact [email protected] before running it.

3. LICENSES

During the Campaign, We grant to You a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free, fully paid-up license to use Our Marks and any Materials provided by Us hereunder in connection with advertising, marketing, and promoting Us. You shall not have the right to use Our Marks or Materials for any purpose other than the performance of the Campaign. All rights not specifically granted to You under this Agreement are reserved by Us. Any and all uses of Our Marks and Materials shall inure to the benefit of Us.

4. USAGE RIGHTS

We shall have the right to use (a) Your image, name, likeness, voice, and other personal attributes (“Name and Likeness”); and (b) any of the photos, recordings, images, and any other content in any form that is published by You in connection with the Campaign (“Creator Content”) or otherwise created by Your performance of Your duties under this Agreement (“Company Content,” and together with Creator Content, the “Campaign Imagery”) for the promotion of Us. During the Term and for twelve (12) months after the Term (the “Usage Term”), You hereby grant Us a worldwide, royalty-free license to use Your Name and Likeness as contained in the Campaign Imagery as provided herein. Campaign Imagery posted during the Usage Term will be allowed to remain as posted in perpetuity (“Archived Imagery”). We may re-post the Archived Imagery after the Usage Term. Notwithstanding the above, We may use Your Name and Likeness and the Campaign Imagery after the Usage Term without limitation in connection with internal company presentations.

5. DISCLOSURES

You shall ensure that any social media posts or other promotions made in connection with the Campaign comply with all FTC guidelines concerning the use of endorsements and testimonials. Specifically, You must disclose, in a clear and conspicuous manner, on Your social media posts that You are being compensated in exchange for such posts; such disclosure may include the hashtag #sponsored, #promo, #ad, or another disclosure approved by Us. You shall refer to Exhibit A for additional guidelines and requirements about disclosures.

5.1 Content Review and Takedown

We retain the right to request that any content made by You in connection with the Campaign be reviewed, corrected, or removed entirely. If We notify You that content violates this Agreement or applicable law, You shall correct or remove the content within forty-eight (48) hours of Our notice, or within twenty-four (24) hours where We indicate the request relates to a health, safety, regulatory, or legal compliance concern. Failure to comply within the applicable window may result in suspension of Your account, withholding of commissions, or termination under Section 7. Notice by email to the address associated with Your account is sufficient.

6. COMMISSIONS

In consideration for Your marketing and promotional efforts set forth herein, We agree to pay You in accordance with Our standard Affiliate & Influencer Commission Structure and Terms, which are set forth in the attached Exhibit B and which We may update from time to time upon written notice to You (email is sufficient). Commissions are earned only on qualifying transactions as defined in Exhibit B and are subject to reversal in the event of returns, refunds, chargebacks, cancelled orders, or fraudulent or non-compliant activity.

6.1 Self-Referral and Personal Purchases

Commissions are intended solely to compensate You for driving purchases by third-party customers. You may not earn a commission on any purchase made by You or for Your own benefit. Specifically, You agree that:

1. You will not use Your own affiliate links, tracking links, discount codes, or referral codes to place orders for Yourself, and You will not earn a commission on any such order.

2. You will not use Your links or codes to place orders on behalf of, or for the benefit of, Your immediate family members, members of Your household, Your employees or contractors, or any entity You own or control, where the purpose or effect is to generate a commission for You.

3. You will not arrange for another person to place an order using Your links or codes in exchange for reimbursement, a rebate, a split of the commission, or any other consideration from You.

4. You will not create multiple or duplicate accounts, use aliases, alternate email addresses, alternate payment methods, or alternate shipping addresses in order to obscure the fact that a purchase is a self-referral.

5. You will not resell Products purchased through Your own links or codes, whether on an online marketplace, at retail, or otherwise, without Our prior written consent.

For the avoidance of doubt, You are welcome to purchase and use Our Products as a customer, and We encourage You to have genuine personal experience with anything You promote. This Section restricts only Your ability to earn a commission on such purchases; it does not restrict Your ability to buy Products. Where We offer a separate affiliate or influencer discount, that discount is provided in lieu of, and not in addition to, any commission on Your own purchases.

We monitor Program activity for self-referral and related activity. If We determine, in Our reasonable discretion, that a commission was earned in violation of this Section, We may reverse or withhold the affected commission, deduct the amount from Your current or future payouts, require repayment of amounts already paid, suspend Your account pending review, and/or terminate this Agreement in accordance with Section 7. Repeated or intentional violations may result in forfeiture of Your entire outstanding commission balance. Our records and those of Our affiliate platform shall be controlling in determining whether a transaction constitutes a self-referral.

6.2 Discount and Coupon Code Use

Where We issue You a discount, coupon, or referral code, that code is licensed to You for use in Your own Media only. You agree that:

• You may share Your code in Your own organic content, including social posts, videos, newsletters, blog posts, and podcasts, and in direct communication with Your own audience.

• You may not submit, post, or cause Your code to be listed on coupon aggregation, deal, cashback, or discount-code websites, browser extensions, or comparable services (including but not limited to RetailMeNot, Honey, Slickdeals, Rakuten, Coupons.com, and similar platforms).

• You may not use Your code in paid advertising of any kind without Our prior written consent.

• You may not modify, obscure, or represent Your code as a general public promotion, a site-wide sale, or an offer originating from Us rather than from You.

• Codes remain Our property, are non-transferable, and may be deactivated by Us at any time.

Commissions attributable to code use that violates this Section are not qualifying transactions and may be reversed. Repeated violations may result in deactivation of Your code and termination under Section 7.

7. TERM AND TERMINATION

This Agreement shall commence on the date We provide You notice of Our acceptance of Your Form and shall continue thereafter until terminated as provided herein. You may terminate Your participation in the Program at any time by removing all Materials from Your Media, deleting all copies of any Materials, and ceasing all use of Our Marks and Materials. We may terminate Your participation or this Agreement at any time and for any reason We deem appropriate, with or without prior notice to You, by disabling the links and/or providing You with written notice, although written notice from Us is not required for Us to terminate. Upon termination of Your participation in one or more Campaigns or this Agreement for any reason, You will immediately cease all use of and delete all links and all Company intellectual property, and will cease representing Yourself as a partner of Us for such one or more Campaigns and/or offers. All rights to validly accrued payments, causes of action, and any provisions which by their terms are intended to survive termination shall survive any termination.

7.1 Modification of this Agreement

We may modify this Agreement, including its Exhibits, at any time. We will provide notice of material modifications by email to the address associated with Your account and/or by posting the updated Agreement on the Company Website or within Our affiliate platform. Modifications become effective on the date stated in the notice, which will be not less than ten (10) days after notice is given, except that changes required to comply with applicable law or platform requirements may take effect immediately. Your continued participation in the Program, including continued use of Your links or codes, after the effective date constitutes Your acceptance of the modified Agreement. If You do not agree to a modification, Your sole remedy is to terminate Your participation under Section 7 before the effective date. Commissions already validly accrued as of the effective date will be governed by the terms in effect when they were earned.

8. REPRESENTATIONS AND WARRANTIES8.1 We represent and warrant to You the following:

• (i) We have the right and authority to enter into this Agreement;

• (ii) to the best of Our knowledge, We own or possess right, title, and/or interest in Our Marks, Materials, and Products, and the Marks, Materials, and Products used in compliance with this Agreement do not violate or infringe upon the copyright, trademark, or rights of privacy of third parties;

• (iii) We shall comply with all laws, rules, and regulations applicable to Our duties and obligations under this Agreement, including but not limited to the Endorsement Rules, the FTC Act, the Federal CAN-SPAM Act, and any Privacy Laws when posting any content, advertising, and sending commercial/promotional emails; and

• (iv) in connection with Our duties and obligations under this Agreement, We will comply with Our privacy policy and any applicable social media privacy policies and terms of use.

8.2 You represent and warrant that:

• (i) You have the right and authority to enter into this Agreement;

• (ii) to the best of Your knowledge, You own or possess right, title, and/or interest in Your marks and materials, and that Your marks and materials used in compliance with this Agreement do not violate or infringe upon the copyright, trademark, or rights of privacy of third parties;

• (iii) You shall comply with all laws, rules, and regulations applicable to Your duties and obligations under this Agreement, including but not limited to the Endorsement Rules, the FTC Act, the Federal CAN-SPAM Act, and any Privacy Laws when posting any content, advertising, and sending commercial/promotional emails;

• (iv) in connection with Your duties and obligations under this Agreement, You will comply with Our privacy policy and any applicable social media privacy policies and terms of use; and

• (v) You are at least eighteen (18) years of age and, if entering into this Agreement on behalf of an entity, You have authority to bind that entity.

9. DISCLAIMER AND LIMITATION OF LIABILITY

EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH ABOVE IN SECTION 8, NEITHER PARTY MAKES ANY WARRANTIES TO THE OTHER AND EACH EXPRESSLY DISCLAIMS ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT WITH RESPECT TO A PARTY’S (i) INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, AND (ii) CONFIDENTIALITY OBLIGATIONS UNDER SECTION 11, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), FOR (A) ANY PUNITIVE, RELIANCE, SPECIAL, OR EXEMPLARY DAMAGES INCLUDING BUT NOT LIMITED TO INTERRUPTION OR LOSS OF BUSINESS, REVENUES, PROFITS, OR GOODWILL; OR (B) AGGREGATE DAMAGES IN EXCESS OF THE AMOUNTS PAID TO YOU AT THE TIME SUCH CLAIM ARISES. THESE LIMITATIONS WILL APPLY EVEN IF A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY PROVIDED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. INDEMNIFICATION

The approval by a Party of advertising, marketing, or promotional materials developed by the other Party does not relieve the developing Party of its obligations hereunder or of the indemnification obligation that follows. Each Party (the “Indemnifying Party”) will defend, indemnify, and hold harmless at its expense the other Party, its officers, directors, employees, agents, successors, and assigns (each an “Indemnified Party”) from any and all third-party Claims, and pay any final judgment and any settlement approved by the Indemnifying Party, arising from any Marks or Materials used or contributed by the Indemnifying Party, including without limitation any claims for infringement of any trademark, copyright, privacy right, or publicity right, or for a breach of the Indemnifying Party’s representations and warranties under Section 8 or obligations under this Agreement. An Indemnified Party will promptly notify the Indemnifying Party of any Claim for which it believes it is entitled to indemnification and provide reasonable assistance to the Indemnifying Party with respect to handling the Claim. The Indemnified Party’s failure to provide timely notice or reasonable assistance will relieve the Indemnifying Party of its defense and indemnification obligations only to the extent the Indemnifying Party has been actually and materially prejudiced by such failure. The Indemnifying Party will have the sole right to defend, negotiate, and settle any Claim; provided that the Indemnifying Party will obtain the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld, before settling a Claim or ceasing to defend against a Claim if such settlement or cessation would cause injunctive or other relief to be imposed against the Indemnified Party. The Indemnified Party will be entitled to participate in the defense of a Claim and to employ legal representation at its own expense to assist in the handling of a Claim.

11. CONFIDENTIAL INFORMATION

“Confidential Information” means all information that is proprietary to either Party, or its customers or suppliers, and that is disclosed by a Party (the “Disclosing Party”) to the receiving Party (the “Receiving Party”). Both Parties’ Confidential Information includes all sales reports, marketing information and plans, traffic numbers, conversion rates, and other information concerning the Parties’ business. Confidential Information does not include:

• (a) information that is made generally available to the public without obligation of confidentiality;

• (b) information that the Receiving Party acquires from a third party without obligation of confidentiality;

• (c) information that the Receiving Party can show through documentation was independently developed by the Receiving Party without use of Confidential Information of the Disclosing Party; or

• (d) information obtained through independent news gathering by a reporter, writer, or researcher who either works for or is providing services to the Receiving Party or its affiliates without use of the Disclosing Party’s Confidential Information.

Each Party will take reasonable precautions to safeguard the confidentiality of the other Party’s Confidential Information, including at a minimum the precautions taken by the Receiving Party to protect its own Confidential Information. Neither Party will disclose the other Party’s Confidential Information in whole or in part to any third party except to:

• (a) employees or consultants who require access to the Confidential Information, provided that any such employees and consultants are bound to maintain the information in confidence; and

• (b) as required by a court, government agency, or law, including without limitation state and federal securities laws, provided that the Receiving Party notifies the Disclosing Party immediately upon learning of such requirement so that the Disclosing Party has an opportunity to take action to protect the Confidential Information, or to a Party’s professional legal or financial advisors.

Neither Party will use the other Party’s Confidential Information for any purpose other than the performance of this Agreement. Such prohibition includes without limitation use of the other Party’s Confidential Information in order to compete or assist any third party to compete with the other Party. Neither Party will remove or deface, or allow the removal or defacement of, any confidential or proprietary notice placed on any Confidential Information of the other Party. Upon the Disclosing Party’s request and upon termination or expiration of this Agreement, each Party will either promptly destroy or return the Confidential Information to the Disclosing Party. This Section shall survive the expiration or earlier termination of this Agreement for a period of one (1) year.

12. GENERAL12.1 Force Majeure.

Each Party shall be excused from any default in its obligations under this Agreement to the extent that any such default is a result of any act or event beyond its reasonable control, including but not limited to acts of God, pandemic(s), accident, terrorism, fire, flood, storm, riot, war, sabotage, explosion, strike, lockout, labor disturbance, national defense requirement, government action, statute, ordinance, rule or regulation, inability to obtain or curtailment of electricity or other types of energy, raw material, labor, component products, or transportation, failure of normal sources of supply, or any similar or dissimilar contingency that would make timely performance by such Party commercially impracticable (a “Force Majeure Event”). The Party affected by any such Force Majeure Event shall provide the other Party with written notice thereof promptly after the affected Party first learns of such event and must act reasonably and diligently to remedy the cause of, or to mitigate or overcome, such default. The affected Party’s performance shall be extended for the period of delay or inability to perform due to such Force Majeure Event. In the event of a Force Majeure Event, We shall not be required to compensate You for marketing services not performed during the period of the Force Majeure Event. If the Force Majeure Event continues for a period of thirty (30) days or longer, We shall have the right to terminate this Agreement with no further obligation to You.

12.2 Compliance.

Each Party will comply with all laws, regulations, and other legal requirements relating to its business, including without limitation its performance of this Agreement.

12.3 Survival.

Except as otherwise set forth above, any rights or obligations that have accrued prior to the termination or expiration of this Agreement will survive such termination or expiration, as will the following provisions: Section 6.1 (Self-Referral and Personal Purchases), Section 8 (Representations and Warranties), Section 9 (Disclaimer and Limitation of Liability), Section 10 (Indemnification), Section 11 (Confidential Information), and Section 12 (General).

12.4 Severability and No Waiver.

If any provision of this Agreement is held unenforceable, then the remainder of this Agreement shall not be affected thereby. Neither Party shall, by mere lapse of time and without giving notice or taking other action hereunder, be deemed to have waived any breach by the other Party of any of the provisions of this Agreement. Further, the waiver by either Party of a particular breach of this Agreement by the other shall not be construed as, nor constitute, a continuing waiver of such breach or of breaches of the same or other provisions of this Agreement.

12.5 Independent Contractor.

The Parties are independent contractors, and neither Party is an agent of the other Party or has the authority to bind the other. All individuals executing this Agreement and any other documents on behalf of each Party certify and warrant that they have the capacity to do so. This Agreement may be executed in separate counterparts, each of which, when so executed and delivered by each of the Parties, becomes binding on the Parties. A signature transmitted electronically or by facsimile shall be effective and considered an original. The headings of this Agreement are inserted only for convenience and will not be construed as a part of this Agreement. When appropriate in this Agreement, references to the singular shall be read to include the plural and vice versa. Unless otherwise expressly provided in this Agreement, remedies will be cumulative, and the specification of a remedy will not preclude a Party from pursuing other remedies available at law or equity.

12.6 Dispute Resolution.

In the event of any controversy, claim, or dispute among the Parties concerning or arising from this Agreement, the subject matter hereof or relationship created hereby, or the breach or alleged breach hereof (a “Dispute”), the Parties shall meet at a mutually agreeable time, not more than five (5) business days from written notice by either Party of the existence of such Dispute, and shall attempt in good faith to resolve such Dispute without resort to arbitration. Should the Parties fail to reach a mutually agreeable settlement of any such Dispute within thirty (30) days or such additional period as they may mutually agree, such Dispute shall be resolved by binding arbitration in Collin County, Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof; provided, however, that nothing in this Section shall preclude either Party from seeking, where available, equitable or injunctive relief in an appropriate court. In any arbitration in which the aggregate claims are less than Ten Thousand Dollars ($10,000), the Parties shall be entitled to document discovery only to the extent ordered by the arbitrator(s) and shall submit the Dispute to arbitration on the papers only, without a hearing, unless the arbitrator(s) order otherwise.

THE PARTIES HEREBY EXPRESSLY WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN OR AMONG THEM RESOLVED IN A COURT OF LAW AND THEIR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH DISPUTE. IN THE EVENT THAT ANY DISPUTE HEREUNDER, NOTWITHSTANDING THE OTHER PROVISIONS HEREOF, PROCEEDS IN A COURT OF LAW, THE PARTIES HEREBY EXPRESSLY CONSENT TO (i) A BENCH TRIAL BEFORE THE JUDGE PRESIDING, WITH THE JUDGE ACTING AS TRIER OF FACT, AND (ii) JURISDICTION AND VENUE IN THE FEDERAL AND STATE COURTS OF COLLIN COUNTY, TEXAS.

The substantially prevailing Party in any Dispute between the Parties shall be entitled to reasonable attorneys’ fees and costs, and such other amounts awarded by the arbitrator or court.

12.7 Assignment.

No Party may assign this Agreement by operation of law or otherwise without the prior written consent of the other Party, which consent will not be unreasonably delayed or denied. Any merger, consolidation, or change of ownership of a controlling voting interest of a Party will be considered to effect an assignment for purposes of this Agreement. Any assignment other than as provided herein is void and of no force or effect.

12.8 Governing Law.

The relationship of the Parties hereto and all claims arising out of or related to that relationship, including but not limited to the construction and interpretation of any written agreements (including this Agreement), will be governed by the laws of the State of Texas (without regard to conflicts of law principles). For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the state or federal courts located in Collin County, Texas.

12.9 Entire Agreement.

This Agreement is the complete and exclusive statement of agreement concerning the subject matter hereof and supersedes all prior understandings and communications between the Parties relating hereto. This Agreement is binding on and inures to the benefit of the Parties, their heirs, executors, administrators, successors, and assigns.

ACKNOWLEDGEMENT

By submitting the Form, You acknowledge that You have read, understood, and agree to be bound by this Agreement, including Exhibit A (Social Media & Disclosure Policy) and Exhibit B (Commission Structure and Terms).

EXHIBIT A

To Rachel Scheer Nutrition Affiliate & Influencer Agreement

AFFILIATE, INFLUENCER & CONTRIBUTOR SOCIAL MEDIA POLICY

As members of the Rachel Scheer Nutrition community, our affiliates, influencers, and contributors understand and appreciate the image of the brand we strive to uphold. To ensure that Rachel Scheer Nutrition maintains its reputation and high standards, please abide by the following guidelines when posting about or in affiliation with Rachel Scheer Nutrition and our products:

1. Disclosing Your Connections

1. If you receive a product for free, are given an incentive to review a product, or receive any other financial or service-based compensation, always disclose that information when reviewing, discussing, or endorsing Rachel Scheer Nutrition or its products (positively or negatively).

2. A general disclosure on your blog or profile biography page is not enough (see below for placement detail).

3. NOTE: According to the FTC, any violations of these disclosure rules may result in a fine for both the contributor and the company.

2. Writing Your Content: The Three FTC Guidelines

1. Placement: Even in a space-constrained ad or promotion, the disclosure must be physically close to the statement or endorsement and in a font that stands out from the background and is easy to read.

2. Distinction: Disclosures must be easily understood, prominent, and viewable on any device, and not buried within a web page. Make sure it is clear even on a mobile device.

3. Platform: Disclosure is required even for audio/video claims and endorsements in the same clear and conspicuous way as expected for written media. Written disclosures should stand out from the background and be easy to read. Video disclosures should remain on screen long enough to be easily read, noticed, and understood. Audio disclosures should be read in a way that is easy to follow.

REMEMBER:

• An endorsement in one post followed by disclosure in a second post is NOT enough.

• Each disclosure must be made in the SAME post as the endorsement—a general disclosure located on the sidebar or elsewhere on the site is inadequate.

• When in doubt: always disclose.

3. Promoting Your Post

1. On Facebook, Instagram, TikTok, YouTube, X, and similar platforms, the same disclosure requirements still apply.

2. When in doubt, include “#sponsored” or “#promo” in your post; if your space is limited, “#ad” is also acceptable.

4. Discussing a Product

1. Do not make claims about a product that cannot be substantiated. Only make statements about your own use and experience with the product. Given the health and wellness nature of our products, do not make disease, medical, therapeutic, or specific health-outcome claims of any kind.

4.1 Health Claims: What Not to Say, and What to Say Instead

Dietary supplements may not be marketed as treating, curing, preventing, mitigating, or diagnosing any disease. Claims that cross this line can create legal exposure for both you and us. The following examples are illustrative, not exhaustive.

Do not say:

• “This cured my IBS / SIBO / leaky gut.”

• “Treats candida overgrowth.”

• “Heals your gut lining.”

• “Prevents autoimmune flares.”

• “A natural alternative to [prescription medication].”

• “Clinically proven to eliminate bloating.”

• “You won’t need your medication anymore.”

• “I lost 30 pounds on this” (without context, and never as a promise of typical results).

Instead, say:

• “Supports digestive health.”

• “Supports a healthy gut microbiome.”

• “Part of my daily routine.”

• “Here’s my personal experience with it—results vary from person to person.”

• “I felt a difference in how I was digesting my meals.”

• “Check with your doctor before starting any new supplement.”

Additional rules:

• Speak only from your own experience. Never describe your results as typical or guaranteed.

• Do not diagnose, or invite your audience to self-diagnose, any condition.

• Do not advise anyone to stop, reduce, or replace prescribed medication or medical treatment.

• Do not use before-and-after imagery to imply a health or disease outcome.

• Do not cite studies, statistics, or clinical results unless we have provided that language to you in writing.

• Do not target minors, pregnant or nursing individuals, or people with diagnosed medical conditions with claims of benefit.

• If you are a licensed practitioner, do not present Program content as individualized clinical advice to your audience.

If you are unsure whether a statement is acceptable, send it to [email protected] before publishing. We would much rather review a caption than remove a post.

5. Receipt & Acknowledgement

• Failure to comply with these principles and guidelines may result in removal from the Rachel Scheer Nutrition Program and termination of official company contact. For more information on the FTC guidelines beyond the scope of your relationship with Rachel Scheer Nutrition, see the FTC’s guidance on endorsements and online advertising disclosures at ftc.gov.

EXHIBIT B

To Rachel Scheer Nutrition Affiliate & Influencer Agreement

AFFILIATE & INFLUENCER COMMISSION STRUCTURE AND TERMS

The following commission terms apply to Your participation in the Program. We may update these terms from time to time upon written notice to You (email is sufficient), in accordance with Section 7.1 of the Agreement.

1. Commission Rates

• Standard commission rate: 10% of qualifying net sales.

• Any promotional, tiered, or negotiated rate will be confirmed to You in writing and supersedes the standard rate for the period stated.

2. Qualifying Transactions

• A commission is earned only when a customer completes a qualifying purchase through Your unique tracked link or code within the ninety (90) day cookie/attribution window.

• Commissions are calculated on net sales, excluding taxes, shipping, discounts, gift cards, and other exclusions specified by Us.

• Self-referrals and related-party purchases (as described in Section 6.1 of the Agreement), fraudulent orders, and orders later cancelled, returned, refunded, or charged back are not eligible and will be reversed.

• Bulk, wholesale, and reseller orders are not eligible for commission unless approved by Us in writing in advance.

• Chargebacks are reversed regardless of the outcome of the dispute, including where the chargeback is resolved in Our favor, and regardless of when the chargeback is filed.

• Commissions are held for a period of twenty-one (21) days following the order date before becoming payable, to allow for order verification and the resolution of any cancellation, chargeback, or fraud review. We may extend the hold on a specific order or account where a review is ongoing.

3. Attribution

• Attribution is determined by last click as recorded in Refersion.

• Where a customer clicks tracked links from more than one participant within the attribution window, the most recent qualifying click prior to purchase receives credit.

• Refersion’s records are the sole and controlling record of attribution. Commissions not recorded in Refersion are not payable, and We are not responsible for tracking not captured by the platform, including where a customer disables or clears cookies, uses a different browser or device, or completes a purchase outside a tracked session.

4. Payment

• Payments are issued on a net 30 basis following the close of each calendar month, provided Your accrued balance has cleared the verification period described in Section 2 and meets the minimum payout threshold of fifty dollars ($50). Balances below the threshold roll forward and accumulate until the threshold is met. Where Our affiliate platform permits, You may elect a higher threshold for Your own account.

• Any balance remaining upon termination of this Agreement will be paid in the next scheduled payment run following termination without regard to the minimum payout threshold, provided the balance has cleared the verification period and You have supplied valid payment and tax information.

• Payments are made via PayPal to the email address associated with Your account. You are responsible for maintaining accurate payment details; We are not liable for payments sent to an outdated or incorrect address You provided.

• You are responsible for all taxes on commissions earned. U.S. persons must provide a completed IRS Form W-9; non-U.S. persons must provide a completed IRS Form W-8BEN or W-8BEN-E, as applicable. Payment may be withheld until required tax documentation is received.

• Where a balance has met the minimum payout threshold and cleared the verification period but remains unpaid for twelve (12) months solely because You have not supplied valid payment or tax information despite Our written request, the balance may be forfeited to the extent permitted by applicable law. Balances below the minimum payout threshold are not subject to forfeiture under this provision.

5. Prohibited Practices

• Bidding on Our trademarked or brand terms in paid search or paid social, as described in Section 2.1 of the Agreement.

• Cookie-stuffing, forced clicks, iframe injection, adware, toolbars, browser extensions, or any method that sets tracking without a genuine customer click.

• Distribution of discount or coupon codes in violation of Section 6.2 of the Agreement, including submission to coupon aggregation or cashback sites.

• Unsolicited commercial email, SMS, or messaging in violation of the CAN-SPAM Act, TCPA, or platform policy.

• Incentivized clicks, purchases, or engagement, including reward-point, sweepstakes, or pay-to-click schemes.

• Misrepresenting Yourself as Us, as an employee of Ours, or as Rachel Scheer; impersonation of any kind; or use of Our Marks in a manner suggesting ownership.

• Publishing prices, offers, or claims that are inaccurate or out of date.

• Any deceptive or non-compliant promotional method not expressly listed above.

Violation may result in reversal or forfeiture of commissions, deactivation of links and codes, and termination under Section 7 of the Agreement.

You can view the privacy policy here" https://rachelscheer.com/privacy-policy/