QSI HOLDING COMPANY, INC

AFFILIATE AGREEMENT

Effective December 1, 2024

This QSI Holding Company, Inc. Affiliate Agreement (“Affiliate Agreement”) is effective as of the date you indicate your acceptance of this Affiliate Agreement (the “Effective Date”), by and between QSI Holding Company, Inc., a Delaware corporation (“Q Sciences,” “we” or “us”), and the person or legal entity identified as accepting this Affiliate Agreement (“Affiliate” or “Pro Affiliate” or “you” and, if applicable, including any Spousal Affiliate, defined below). Affiliate, Pro Affiliate, Q Sciences and, if applicable, any Spousal Affiliate, may be referred to collectively as the “Parties” and each a “Party.” THIS IS A LEGALLY BINDING DOCUMENT. IF YOU DO NOT AGREE WITH ALL THE TERMS IN THIS AFFILIATE AGREEMENT, YOU SHOULD NOT ACCEPT IT. Each Party agrees as follows:

DEFINITIONS

“Affiliate Application” is the process by which Q Sciences collects information as part of the Affiliate or Pro Affiliate enrollment process for your Business. This process may be performed by any means, including but not limited to electronically through our website.

“Applicable Law” means all laws applicable to Q Sciences or Affiliates, including international laws, laws of any foreign nation or other jurisdiction, and federal, state and local laws of the United States.

“Business” means your decision to purchase and recommend for purchase Q Sciences Products pursuant to this Affiliate Agreement.

“Customer” means the person who uses Product for his or her own personal consumption and is not you, an Other Affiliate or Spousal Affiliate.

“Other Affiliates” mean any person or entity, other than you or Spousal Affiliate (if applicable), (a) who accepts a QSI Holding Company, Inc., Affiliate Agreement with Q Sciences, and (b) whose Affiliate Application by Q Sciences is approved.

“Policies” mean the Q Sciences Affiliate Policies and Procedures, Terms of Use, Privacy Policy, and all guidance issued by Q Sciences (and any amendments thereto), all of which are available on our website and may be amended from time to time.

“Product” means those certain items offered by Q Sciences from time to time.

“Spousal Affiliate” means the person to whom you are legally married and who directly or indirectly operates and/or develops your Business.

“Territory” means the jurisdiction in which you are a resident.

ENGAGEMENT AS AN AFFILIATE

1. Conditions on Enrollment. You must complete the Affiliate or Pro Affiliate Application. You must provide us with accurate and complete information (including your physical address, telephone number and email address), and must immediately notify us of any changes to that information. You are solely responsible for the accuracy of all information and materials that you provide to us, and for telling us if there are any changes to the information and materials that you provide to us. Our approval of your Affiliate or Pro Affiliate Application is a condition precedent to us assuming any obligations under this Affiliate Agreement, including any payment obligations in Section 4 (Compensation). We may choose in our sole discretion not to approve your Affiliate Application and may immediately terminate this Affiliate Agreement with or without notice to you for any reason whatsoever, including without limitation, if you provide us with false or incomplete information or fail to immediately notify us of any change to your information.

1. Spousal Affiliates. If applicable, you acknowledge and agree that you understand our Policies regarding Spousal Affiliates and agree to follow these Policies. Specifically, you understand and agree that:
  1. If your spouse will directly or indirectly participate in the operation or development of your Business, your spouse must also be a Party to this Affiliate Agreement, as a Spousal Affiliate, and will have the same rights and obligations as you under the terms and conditions of this Affiliate Agreement.
  2. Married persons who operate a Business are joint and severally liable.
  3. Payment by Q Sciences to one spouse must be deemed as payment to the other spouse.
  4. Q Sciences may suspend your Business in the event you file for divorce or separation, pending disposition by the court.
  5. Q Sciences and its employees shall not be liable for any loss, damage or injury resulting from Q Sciences’ compliance with any court order or decree arising out of or in any way in connected with a divorce or separation.
  6. In the event of a divorce or separation, the court order addressing the ownership of the Business cannot permit the divorced or separated couple to remain in the same Business.

1. Legal Entities. If you are a legal entity, or wish to operate your Business as a legal entity, you must obtain Q Sciences’ prior written approval in accordance with and subject to the requirements set forth in the Policies.

1. Right to Market and Sell. Subject to the terms and conditions of this Affiliate Agreement, Q Sciences grants to you the right to promote and market the sale of Q Sciences products and business opportunity. This right is contingent upon Q Sciences approving your Affiliate Application.

PERFORMANCE OBLIGATIONS

1. Policies and Procedures. In performing under this Affiliate Agreement, you must cooperate and comply with all applicable Policies, including but not limited to, Policies related to (a) buying Product; (b) cancelling, returning or exchanging Product; (c) advertising and marketing; and (d) operating your Business. The Policies (and any amendments thereto) are incorporated by reference into this Affiliate Agreement. You also agree to comply with all final determinations and decisions rendered pursuant to the Policies.

1. Changes to Policies. Q Sciences reserves the right, in its sole discretion, to amend, change or modify the Policies from time to time. We will notify you of any changes to the Policies by posting the updated Policies on our website. We may also notify you of such changes via email as provided for in Section 13 (Notice). It is your responsibility to read, understand, adhere to, and ensure that you are operating under the most current version of the Policies. The Policies are effective thirty (30) calendar days after posting, unless otherwise stated on the Policies (“Policies Effective Date”). You understand and agree that your continued operation of your Business (including your acceptance of compensation or acceptance of Products) following the Policies Effective Date evidences your acceptance of any changes to the Policies.

1. Legal Compliance and Ethical Conduct. You must at all times comply with all Applicable Law, and must conduct your Business (including without limitation operations, marketing, selling and distribution) in a manner that reflects favorably at all times on Q Sciences and its Products, as well as the good name, goodwill and reputation of Q Sciences. You are solely responsible for your own compliance with Applicable Law, this Affiliate Agreement and the Policies.

1. Product. You acknowledge and agree that Q Sciences is the exclusive and sole manufacturer of the Product. Q Sciences has the right, in its sole discretion, to modify or discontinue any of its Products at any time, without incurring any liability to you. We will share with you appropriate information regarding the Product necessary for your Business and subject to the confidentiality protections in Section 12.

1. Advertisements and Marketing. You must comply with our Policies regarding advertising and marketing of our Products and business opportunities available through Q Sciences, including but not limited to the following:

1. 1. You must clearly identify yourself as a Q Sciences Affiliate in all advertisements for your Business, including but not limited to any posts on social media or websites.
  2. You must never represent that you are an employee of Q Sciences.
  3. You are encouraged to use Q Sciences approved marketing and advertising materials.
  4. If you use social media or other forms of electronic communication, you understand and agree that you are solely responsible for your own communications, including but not limited to any posts you make on any social media whether you are the owner or authorized user of the social media account.

1. Prohibited Conduct. Neither you nor any member of your immediate household may ever engage in, or attempt to engage in, any “Prohibited Conduct” during the Term (defined below) of this Ambassador Agreement, as determined by Q Sciences in its sole discretion, including but not limited to the following:
  1. Repackaging, tampering with, relabeling, misbranding or adulterating Products;
  2. Advertising Product at a price that is less the stated price as shown on the Q Sciences website;
  3. Engaging in any fraudulent or illegal conduct;
  4. Engaging in unfair trade practices with respect to Q Sciences, its Products or your Business
  5. Making any false or misleading representations with respect to Q Sciences, its Products or your Business;
  6. Engaging in unprofessional activity while representing Q Sciences and/or in connection with your Business, whether in person, electronically, through social media or any other means;
  7. Engaging in any communications in a manner or by means or methods prohibited by the Policies;
  8. Communicating any information with respect to any guarantees or warranties regarding the Products, except as expressly authorized in writing by Q Sciences;
  9. Making any medical claims or suggesting that a Product will treat or prevent a disease or other medical condition;
  10. When discussing or promoting Q Sciences, making any express or implied statement about past, current or future purchases or transactions you made with income from Q Sciences and/or your Business;
  11. Using discount or auction websites for your Business;
  12. Engaging in high-pressure selling;
  13. Disparaging, demeaning or making negative comments about Q Sciences or Other Ambassador s;
  14. Engaging in conduct that causes disruption to the ordinary operations or business of Q Sciences or that of any Other Affiliate;
  15. Engaging in conduct that is injurious to the image or reputation of Q Sciences or that of any Other Affiliate; or
  16. Engaging in any other prohibited conducted as otherwise provided for in this Affiliate Agreement or Policies.

You must immediately report any actual or suspected Prohibited Conduct to Q Sciences in the manner provided for in the Policies. Q Sciences may, in its sole discretion, take any disciplinary action it deems appropriate and as provided for in the Policies.

1. Violations and Penalties; Liquidated Damages. If we determine, in our sole discretion, that you have violated any term or condition of this Affiliate Agreement or Policies, including but not limited to making any unauthorized sales, you acknowledge and agree that we may take disciplinary action against you as provided for in this Affiliate Agreement and the Policies, including but not limited to:
  1. A warning, account hold or probation (including without limitation possible withholding and/or forfeiture of compensation payments).
  2. Suspension or termination of this Affiliate Agreement (including without limitation possible withholding and/or forfeiture of compensation payments).
  3. Imposition of fines, which may equal or exceed $50,000 per violation depending on factors such as the nature, severity and frequency of the violation.
  4. Adjustment of any discount level and forfeiture or disgorgement of any commission, or other compensation earned by you during the period of the violation. YOU ACKNOWLEDGE AND AGREE THAT ANY FORFEITURE AND/OR DISGORGEMENT OF COMPENSATION DUE TO ILLEGITIMATE SALES (OR OTHER PROHIBITED CONDUCT) IS APPROPRIATE BECAUSE IT WOULD BE EXTREMELY DIFFICULT FOR Q SCIENCES TO ESTIMATE THE AMOUNT OF DAMAGES INCURRED DUE TO THE DIFFICULTY OF DISTINGUISHING BETWEEN COMPENSATION FROM LEGITIMATE AND ILLEGITIMATE SALES. You further agree that Q Sciences shall be entitled to recover reasonable attorneys’ fees and expert witness costs incurred relating to the investigation of Prohibited Conduct, and in recovery of any compensation forfeited hereunder.
  5. Seeking damages and any other legal recourse that may be available to us.

1. Customers. Q Sciences reserves the right, in its sole discretion, to designate (or otherwise approve or reject) any Customer or Other Affiliate introduced by you to us as a Customer or Other Affiliate, in any circumstance, without incurring any liability. You must advertise Products at such prices and on such terms or conditions as we prescribe, in our sole discretion, and in no event less than the stated price as shown on the Q Science website.

COMPENSATION

1. Compensation Plan. We will compensate you in accordance with our Compensation Plan attached as Exhibit A, and the Policies. We reserve the right to change our Compensation Plan at any time and in our sole discretion by either posting these changes on our website or otherwise giving you notice of the changes. Changes to the Compensation Plan are effective thirty (30) calendar days after posting, unless otherwise stated on the Compensation Plan; provided, however, if the change would benefit you we may choose to make the change effective immediately. Your compensation will be discounted for any cancellations or returns or chargebacks by your Customers. Your right to compensation ends upon expiration or termination of this Affiliate Agreement.

1. Expenses. You are solely responsible for all expenses incurred by you in the performance of your Business under this Affiliate Agreement (including, without limitation, automobile, travel and entertainment expenses
2. Taxes. You are solely responsible for paying all applicable taxes as provided for in the Policies, including without limitation taxes associated with incentive trips and other awards we may provide to you. You agree to defend, indemnify and hold harmless Q Sciences, from any efforts by any governmental unit or authority that may seek to collect from Q Sciences any taxes related to any compensation made to you under this Affiliate Agreement. This remedy is in addition to our rights under Section 8.

INDEPENDENT CONTRACTOR STATUS

1. No Authority. You must act solely as an independent contractor and not as an employee or an agent of Q Sciences. You are not authorized to enter into contracts or agreements on behalf of Q Sciences or to otherwise bind Q Sciences in any manner or create obligations of Q Sciences to third parties.

1. Independent Contractor Status. An Affiliate is an independent contractor and is responsible for Affiliate’s Business as set forth in this Affiliate Agreement and the Policies. Affiliate is not and must not be considered or construed to be a Q Sciences employee for any purpose, including but not limited to, the application of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, any state revenue and taxation code relating to income tax withholding at the source of income, workers’ compensation, and other benefit payments and third party liability claims.

1. No Partnership or Joint Venture. This Affiliate Agreement is not a partnership or joint venture, and Q Sciences is not liable for any obligations incurred by Affiliate, unless specifically authorized by Q Sciences in writing.

RECORDS, AND REPORTING

1. Adverse Event Reporting and Consumer Complaints. You must immediately report to us any adverse reaction to a Product or Customer complaint as provided for in the Policies.

REPRESENTATIONS AND WARRANTIES

1. Mutual Representations and Warranties. Both Parties represent and warrant that they are fully authorized and empowered to enter into this Affiliate Agreement.
2. Affiliate Representations and Warranties. You further represent and warrant that:
  1. You are at least eighteen (18) years of.
  2. The information you provided us on your Affiliate Application is true, accurate and complete.
  3. You are in a Territory where Q Sciences conducts its business.
  4. If applicable for your Territory, you have valid government identification,

social security number or federal tax identification number.

1. 1. The performance of the obligations under this Affiliate Agreement will not violate or infringe upon the rights of any third party, or violate any agreement between you and any other person, firm or organization or any law or governmental regulation.
  2. There is no conflict of interest between any other activity in which you are engaged for compensation, if any, and the activities to be performed under this Affiliate Agreement. You must advise Q Sciences if a conflict of interest arises in the future.

INDEMNIFICATION AND INSURANCE

1. Indemnification. You must defend, indemnify and hold harmless Q Sciences (and all its officers, directors, members, managers, employees, agents, affiliates (including any parent companies or subsidiaries of Q Sciences) and independent contractors) from and against any and all claims, demands, actions, losses, damages, assessments, charges, liabilities costs and expenses (including without limitation interest, penalties, and reasonable attorneys’ fees and expert witness costs) arising out of or in any way relating to: (i) your violation of this Affiliate Agreement and/or Policies; or (ii) your negligent acts or omissions or your willful misconduct.

1. Insurance. You acknowledge and agree that you are responsible for obtaining your own insurance coverage for the operation of your Business. To the extent applicable, you must procure sufficient insurance to cover your general liability, personal injury and property damage.

1. Reservation of Rights and Remedies. Q Sciences reserves all of its rights and remedies under this Affiliate Agreement, the Policies, and all rights and remedies at law or at equity.

TERM AND TERMINATION

1. Term. This Affiliate Agreement commences on the Effective Date and continues indefinitely (the “Term”), unless earlier terminated pursuant to this Affiliate Agreement.

1. Termination. Early termination of this Affiliate Agreement is permitted as follows:
  1. Either Party may terminate this Affiliate Agreement with or without cause at any time by providing notice as set forth in the Policies.
  2. If you breach any provision of this Affiliate Agreement or the Policies, Q Sciences may terminate this Affiliate Agreement, which shall be effective immediately upon notice being given as set forth in the Policies. A termination under this subsection might constitute an “Involuntary Termination,” as described in the Policies.
  3. Either Party may terminate this Affiliate Agreement as otherwise provided for in this Affiliate Agreement or the Policies.

1. Suspension. Q Sciences may, in its sole discretion, suspend your performance under this Affiliate Agreement in lieu of termination or as otherwise provided for in the Policies.

1. Effect of Termination or Expiration. Either prior to or immediately upon termination or expiration of this Affiliate Agreement, you must follow the Policies regarding post-termination/expiration obligations, including but not limited to, the following:
  1. Return all Confidential Information in your possession, custody, or control, including without limitation all copies of documents, files or other media containing any Confidential Information and any derivative thereof. This requirement applies automatically and is not dependent on any demand being made by Q Sciences.
  2. Discontinue use of Q Sciences Marks (defined below).
  3. Cease representing yourself as a Q Sciences Affiliate and follow the Policies with respect to your representations on social media.

In the event of an Involuntary Termination, you cannot submit a new Affiliate Application. In circumstances where this Affiliate Agreement expires or terminates for other reasons, you must wait at least three (3) months from the effective date of the expiration or termination to submit a new Affiliate Application.

DISCLAIMER AND LIMITATION OF LIABILITY

1. DISCLAIMER OF WARRANTY. Q SCIENCES MAKES NO WARRANTIES OR REPRESENTATIONS AND DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE, REGARDING OR WITH RESPECT TO THE PRODUCT.

1. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEITHER Q SCIENCES NOR ANY OF ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, AFFILIATES (INCLUDING ANY PARENT COMPANIES OR SUBSIDARIES OF Q SCIENCES) OR INDEPENDENT CONTRACTORS SHALL BE LIABLE TO AFFILIATE, OR ANYONE ELSE, FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES THAT ARISE OUT OF OR RELATE TO THIS AFFILIATE AGREEMENT, INCLUDING BUT NOT LIMITED TO: (A) ALLEGED DAMAGES RELATING TO DELAYS OR FAILURES WITH REGARD TO THE ORDERING, DELIVERY AND QUALITY OF PRODUCTS; (B) THE PAYMENT OR NON-PAYMENT OF COMPENSATION UNDER THE COMPENSATION PLAN; AND (C) ANY INFORMATION PROVIDED BY Q SCIENCES TO AFFILIATE OR OTHER AFFILIATES, INCLUDING BUT NOT LIMITED TO INFORMATION RELATING TO AFFILIATE OR OTHER AFFILIATES, CUSTOMERS AND EARNINGS, AND OTHER SIMILAR INFORMATION.

DISPUTE RESOLUTION

1. BINDING ARBITRATION. EXCEPT AS EXPRESSLY PROVIDED IN THIS AFFILIATE AGREEMENT OR THE POLICIES, ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AFFILIATE AGREEMENT, YOUR BUSINESS OR THE RELATIONSHIP BETWEEN YOU AND Q SCIENCES, WHETHER SUCH CLAIM ARISES IN TORT, CONTRACT, EQUITY OR OTHERWISE, SHALL BE RESOLVED BY BINDING AND CONFIDENTIAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS THEN EXISTING COMMERCIAL ARBITRATION RULES BEFORE A SINGLE ARBITRATOR. PRIOR TO INITIATING AN ARBITRATION PROCEEDING, THE PARTY WHO BELIEVES THAT A DISPUTE EXISTS SHALL PROVIDE NOTICE OF THE DISPUTE TO THE OTHER PARTY, AND THAT OTHER PARTY SHALL HAVE FIFTEEN (15) CALENDAR DAYS TO CURE THE ISSUE. IF THE PARTY GIVING NOTICE IS NOT SATISFIED WITH THE CURE AND BELIEVES THAT A DISPUTE STILL EXISTS, THAT PARTY MAY THEN FILE AN ARBITRATION CLAIM.

1. WAIVER OF CLASS ARBITRATION. THE PARTIES UNDERSTAND AND AGREE THAT THIS AGREEMENT TO ARBITRATE DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. IN THE EVENT THIS PROHIBITION ON CLASS ARBITRATION IS DEEMED INVALID OR UNENFORCEABLE, THEN THE REMAINING PORTIONS OF THIS SECTION 11 WILL REMAIN IN FORCE.

1. TRIAL, JURY TRIAL AND CLASS ACTION WAIVER. BY AGREEING TO THIS AFFILIATE AGREEMENT, YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST Q SCIENCES. EACH PARTY WAIVES THEIR RESPECTIVE RIGHT TO RESOLVE DISPUTES AGAINST THE OTHER IN COURT. THE PARTIES SPECIFICALLY AGREE THAT THEY MAY BRING DISPUTES AGAINST THE OTHER PARTY, ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AGENTS, EMPLOYEES AND INDEPENDENT CONTRACTORS ONLY IN AN INDIVIDUAL CAPACITY IN ARBITRATION AND NOT IN ANY OTHER CAPACITY (INCLUDING WITHOUT LIMITATION AS A CLASS MEMBER). IN THE EVENT THIS GENERAL PROHIBITION ON CLASS ACTIONS IS DEEMED INVALID OR UNENFORCEABLE, THEN THE REMAINING PORTIONS OF THIS SECTION 11 (INCLUDING THE SPECIFIC PROHIBITION ON CLASS ARBITRATION IN SECTION 11.2) WILL REMAIN IN FORCE.

1. Arbitrator Authority; Arbitration Hearing. THE ARBITRATOR SHALL HAVE EXCLUSIVE AUTHORITY TO (A) DETERMINE WHETHER ANY PARTICULAR CLAIM OR CONTROVERSY IS ARBITRABLE AND COVERED BY THIS SECTION; AND

(B) RESOLVE ANY DISPUTE RELATING TO THE ENFORCEABILITY OF THIS ARBITRATION PROVISION, INCLUDING BUT NOT LIMITED TO ANY CLAIM THAT

ALL OR PART OF THIS SECTION IS VOID OR VOIDABLE. Absent agreement otherwise by the Parties, the exclusive venue for the arbitration shall be Salt Lake County, Utah. Judgment on the award may be entered in any court having jurisdiction to do so.

1. Arbitration Costs. THE COSTS OF INITIATING THE ARBITRATION SHALL BE PAID BY THE PARTY INITIATING ARBITRATION. THE COSTS OF BRINGING ANY COUNTERCLAIMS SHALL BE PAID BY THE PARTY ALLEGING THE COUNTERCLAIMS. ALL REMAINING COSTS AND FEES SHALL BE SPLIT EQUALLY BETWEEN THE PARTIES UP THROUGH ISSUANCE OF A FINAL AWARD.

Notwithstanding the foregoing, the arbitrator has the discretionary authority to award costs and fees to the prevailing party, including the costs of the arbitration, arbitration fees, and any reasonable and necessary attorneys’ fees and expert witness costs included in connection with the dispute.

1. Confidential Arbitration. Unless otherwise stipulated by all Parties to this Affiliate Agreement, the Parties and the arbitrator shall maintain the confidentiality of the arbitration proceeding and must not disclose to any third party: (a) the substance of, or basis for, the controversy, dispute or claim; (b) the substance or content of any settlement offer, settlement discussions, or offers associated with the dispute; (c) the pleadings, or the content of any pleadings, or exhibits thereto, filed in any arbitration proceeding; (d) the content of any testimony or other evidence presented at the arbitration hearing of any arbitration award; and (e) the rulings of the arbitrator on any procedural and/or substantive issues involved in the case. In the event a Party fails to pay the full amount of any award, information relating to the award may be used in seeking entry of judgment on the award, with each Party agreeing to utilize the appropriate state or federal procedural safeguards to protect the confidentiality of the arbitration.

1. LIMITATION ON ARBITRATION AWARD. THE PARTIES FURTHER AGREE THAT NO ARBITRATOR HAS THE AUTHORITY TO: (A) AWARD RELIEF IN EXCESS OF WHAT THIS AGREEMENT PROVIDES, INCLUDING THE LIMITATIONS ON LIABILITY IN SECTION 10.2; OR (B) AWARD OF ANY OTHER DAMAGES NOT MEASURED BY THE PREVAILING PARTY’S ACTUAL, DIRECT DAMAGES.

1. Injunctive Relief. Notwithstanding the foregoing, nothing in this Affiliate Agreement will prevent any Party from applying to and obtaining from any court having jurisdiction a temporary restraining order, preliminary injunction or other preliminary relief to safeguard and protect the status quo or a Party’s interests and rights that may be subject to irreparable harm pending the outcome of an arbitration proceeding, including without limitation rights with respect to Confidential Information (defined below), Q Sciences Marks (defined below), and Intellectual Property Rights (defined below). The institution of any action for equitable relief under this subsection shall not constitute a waiver of the right or obligation of any Party to submit all claims to arbitration.

1. Penalty. If Affiliate initiates litigation outside of arbitration in violation of the provisions of this Section, and upon demand by Q Sciences fails to submit the matter to arbitration, Affiliate shall be liable to Q Sciences for all costs, expenses and reasonable attorneys’ fees and expert witness costs incurred in compelling arbitration of the matter.

1. Governing Law, Jurisdiction and Venue. This Affiliate Agreement, its interpretation and enforcement, and all claims arising out of or relating to this Affiliate Agreement, whether asserted in law or equity, contract-based, tort-based or otherwise, and including without limitation substantive claims or defenses asserted within any arbitration proceeding, shall be governed by the laws of the State of Utah (including the Utah Uniform Arbitration Act, Utah Judicial Code § 78B-11 et seq.) without regard to choice of law or conflicts of law principles and, if applicable, in accordance with U.S.C., Title 9, United States Arbitration Act. Procedural matters in any arbitration proceeding shall be governed by the procedural requirements in this Ambassador Agreement, the Policies and the Commercial Arbitration Rules of the AAA. Mandatory and exclusive jurisdiction and venue of any claim, dispute, matter, controversy or action between the Parties that is not subject to arbitration shall be in the courts of Salt Lake County, Utah and/or the United States District Court, District of Utah, to the exclusion of all other venues and forums (except for residents of Louisiana who may bring an action as permitted by Louisiana law). AMBASSADOR WAIVES ANY AND ALL OBJECTIONS TO SUCH VENUE, INCLUDING WITHOUT LIMITATION PERSONAL JURISDICTION AND FORUM NON CONVENIENS.

1. Beneficiaries. This Section shall inure to the benefit of Q Sciences and all of its parents, subsidiaries, affiliates, officers, directors, members, managers, agents, employees and independent contractors, any of whom shall be entitled to invoke or seek enforcement of this Section, and shall cover all claims asserted against any of them that arise out of or relate to the Ambassador Agreement or the relationship between the Parties.

1. Survival. The provisions of this Section shall survive the expiration or termination of this Affiliate Agreement.

CONFIDENTIALITY, INTELLECTUAL PROPERTY AND PUBLICITY
1. Confidentiality. You acknowledge and agree that Q Sciences’ Confidential Information (defined below) and proprietary information belongs solely and exclusively to Q Sciences. You must not: (a) use Q Sciences’ Confidential Information or proprietary information for any purpose other than to perform under this Affiliate Agreement; or (b) disclose or divulge to any third party any Confidential Information or any other proprietary information of Q Sciences without the prior written consent of Q Sciences or as otherwise expressly permitted in the Policies. For purposes of this Affiliate Agreement, “Confidential Information” means any information and reports we provide to you regarding Q Sciences’ business and operation, Products (including without limitation any formulae), trade secrets, computer programs and research projects, intellectual property, our network, the identity and contact information of Other Affiliates and Customers, sales information, achievements and other information we provide you in connection with running and growing your Business; provided, however, Confidential Information does not include any such information that previously has been disclosed to the public by Q Sciences, or is in the public domain (other than by reason of your violation of this Affiliate Agreement). You acknowledge that, but for this agreement of confidentiality and nondisclosure, Q Sciences would not provide Confidential Information to you.

1. Intellectual Property. You agree that: (a) the Products, Q Science Marks (defined below) and Confidential Information are proprietary to Q Sciences; (b) Q Sciences retains exclusive ownership of all Intellectual Property Rights (defined below) in the Products, Q Science Marks and Confidential Information; and (c) if you acquire any Intellectual Property Rights in or relating to any Product, Q Science Mark and/or Confidential Information by operation of law or otherwise, those rights are deemed and are irrevocably assigned to Q Sciences without further action by either Party. You will take all reasonable measures to protect Q Sciences’ Intellectual Property Rights in the Products, Q Science Marks and Confidential Information. Other than the express licenses granted in this Affiliate Agreement, Q Sciences grants no right or license to you, by implication, estoppel or otherwise, to the Products, Q Science Marks, Confidential Information or any Intellectual Property Rights of Q Sciences. “Intellectual Property Rights” mean any and all current and future intellectual property rights comprising or relating to: (i) the Product (including without limitation the formulae); (ii) works of authorship, including but not limited to copyrights, moral rights, and mask-work rights, whether or not copyrightable, and including software and firmware and all associated data, data files, databases, specifications, and documentation; (iii) patents, patent rights, rights of priority and design rights; (iv) trade secret rights; (v) trademark rights (including service mark rights) and trade dress rights; (vi) all other intellectual and industrial property rights of every kind and nature which may exist anywhere in the world, whether registered or unregistered; and (vii) any and all applications and registrations, renewals, extensions, provisionals, continuations, continuations- in-part, divisions, reissues or reexaminations of any of the foregoing.

1. Use of Name. Q Sciences owns all Q Sciences trademarks, trade names, logos, and copyrighted images and content (each, a “Q Sciences Mark”). You may not use the Q Sciences Mark without express written approval from Q Sciences. Q Sciences grants you a limited license to use the Q Sciences Marks to promote your Business, as provided for and subject to the limitations in this Ambassador Agreement and the Policies. Unless otherwise published in an official Q Sciences publication, you also are prohibited from using the name, testimonial, and/or image or likeness of Other Affiliates, without express written consent from those Other Affiliates and Q Sciences. You further acknowledge and agree that Q Sciences is permitted to use your name, testimonial, and/or image or likeness in connection with advertising, promoting and publicizing the opportunities available through Q Sciences, Products or any Q Sciences-related event.

1. News or Media Requests. You are not permitted to respond to any news or media requests without Q Sciences’ express written approval. You must refer all such inquiries to Q Sciences as set forth in the Policies.

1. Injunctive Relief. You acknowledge and agree that if you violate any term of this Section 12, Q Sciences will be irreparably harmed and calculation of the full extent of Q Sciences’ damages will be difficult. You therefore stipulate that Q Sciences shall be entitled to immediate temporary, preliminary and permanent injunctive relief against you, and all those acting in concert with you, to prevent and enjoin any violation of this Section 12. This remedy is in addition to any other legal remedies to which Q Sciences may be entitled, including without limitation disciplinary sanctions as set forth in the Policies and recovery of damages caused by an Affiliate’s or Pro Affiliate’s breach.

1. Survival. The provisions of this Section shall survive expiration or termination of this Affiliate Agreement.

NOTICE

Except as otherwise provided in this Affiliate Agreement or in the Policies, all notices, approvals, waivers and other communications (other than routine operational communications), will be in writing and will be deemed duly given: (a) by personal delivery; (b) one (1) business day after being given to an express courier with a reliable system for tracking delivery; (c) five

(5) business days after the date of mailing, when mailed by United States mail; (d) one (1) calendar day after the date of emailing; or (e) upon receipt by any other method of delivery:

Notices to Affiliate:

Any physical address or email address provided on the Affiliate Application (including any changes thereto.

Notices to Q Sciences:

1881 W. Traverse Pkwy, suite E

Lehi, UT 84045

Q Sciences reserves the right to use, as an alternative method of notice, mailers or other normal channels of mass communication (such as posting on our website), if appropriate under the circumstances.

MISCELLANEOUS

1. Assumption of Risk. You understand and agree that while traveling to or from any Q Sciences-related meetings, events, activities, or other gatherings, you assume all risk and responsibility for yourself and your guests..

1. Force Majeure. Q Sciences shall not be liable under any theory for any condition or circumstances caused by force majeure, including but not limited to strikes, labor difficulties, riots, war, fire, natural disasters, death, curtailment or interruption of a source of supply, or government decrees or orders.

1. Integrated Affiliate Agreement; Modification. Together this Affiliate Agreement, the Policies (including without limitation the Terms of Use and Privacy Policy), and all exhibits (including without limitation the Compensation Plan attached as Exhibit A), attachments, appendices, and addenda to this Affiliate Agreement, all as may be amended from time to time, constitute the entire agreement of the Parties concerning the subject matter of this Affiliate Agreement. This Affiliate Agreement supersedes any and all prior oral or written agreements or understandings between you and Q Sciences, including any representations by Q Sciences or Other Affiliates not explicitly made in this Affiliate Agreement. Except as expressly provided for in this Affiliate Agreement, this Affiliate Agreement may be amended only by a writing accepted by the Parties. However, to the extent that there is a conflict between the terms and conditions of this Affiliate Agreement and the requirements of the Policies, the requirements of the Policies will prevail.

1. Assignment. Q Sciences may freely assign all or any part of this Affiliate Agreement, without your consent, to any of Q Sciences’ affiliates (including any parent or subsidiary) or incidental to a sale, transfer, or other disposition by Q Sciences of all or substantially all of its assets, change of control or merger.

1. No Waiver; No Defense. No waiver or failure to exercise any option, right or privilege under the terms of this Affiliate Agreement (including the right to require compliance with the terms of this Affiliate Agreement or Applicable Law) on any occasion or occasions shall be construed to be a waiver of the same or any other option, right or privilege on any other occasion. Nor shall the existence of any claim or cause of action against Q Sciences constitute a defense to Q Sciences’ enforcement of this Affiliate Agreement.

1. Words and Phrases. When the words “will,” “shall” or “must” are used in this Affiliate Agreement it imposes a mandatory obligation or requirement. Phrases such as “Party A will take Action X” or “Party A shall do Action X” both mean that Party A is required to take Action X. Likewise, phrases such as “Party B must not take Action Y” mean that Party B is prohibited from taking Action Y.

1. Severability. If any provision of this Affiliate Agreement is determined to be invalid or unenforceable pursuant to Applicable Law including, but not limited to, the disclaimer of warranty, liability limitations and arbitration requirements set forth above, then the invalid or unenforceable provisions will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Affiliate Agreement shall continue in full force and effect. Any provision of this Affiliate Agreement that is invalidated or otherwise rendered unenforceable in any jurisdiction is ineffective only to the extent of such invalidation or unenforceability in that jurisdiction, and only within that jurisdiction.

1. Survival. Each Party’s respective obligations under this Affiliate Agreement which by their nature would continue beyond the termination or expiration of this Affiliate Agreement shall survive. This includes, by way of example but not limitation, the obligations provided under the Section 8.1 (Indemnification), Section 9.4 (Effect of Termination), Section 10 (Disclaimer and Limitation of Liability), Section 11 (Dispute Resolution), Section 12 (Confidentiality, Intellectual Property and Publicity), Section 13 (Notice) and Section 14 (Miscellaneous).

1. Signature. Each Party may execute this Affiliate Agreement in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one agreement. This Affiliate Agreement may be executed electronically through any means. Affiliate waives any right to raise any defense or waiver based upon execution of this Affiliate Agreement by electronic means or maintenance of the executed agreement electronically.

ACCEPTED AND AGREED:

AFFILIATE

Printed Name

Title (if applicable)

Date

EXHIBIT A – COMPENSATION PLAN

EFFECTIVE: DECEMBER 1, 2024

Subject to the terms and conditions of the Affiliate Agreement, this Exhibit incorporates by reference the Compensation Plan in effect as of the Effective Date.

The Compensation Plan is subject to change as provided for in the Affiliate Agreement and Policies.

Terms of Use

Effective Date: December 1, 2024

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU MUST NOT USE OR MUST STOP USING THE SITE IMMEDIATELY.

This is a legally binding Website User Agreement between you and QSI Holding Company, Inc. and its affiliated companies (collectively “Q Sciences,” “we,” or “us”) about your use of the Q Sciences websites, including those that are available now (https://qsciences.com) or may become available by Q Sciences in the future. ( the “Site”). It is your responsibility to review this Agreement. Your use of the Site means that you have read, understand, and agree to the following terms and conditions, including those

The Site and Site Content

Any person accessing, browsing, or using the Site—manually or via an automated device, program, platform—shall be deemed a “User” under these Terms of Use.
The Site is intended to be used by adults (over the age of 18) to learn more about Q Sciences, its products, and opportunities, as well as to purchase Q Sciences products as a customer, preferred customer, Affiliate or Pro Affiliate. Affiliates and Pro Affiliates may also use the Site to conduct their own business promoting and selling Q Science products, manage their customers and sponsorships, monitor the volume of their business, and use any data analytic tools that might be provided by Q Sciences.
THE PRODUCTS ON THE SITE ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE AND ARE NOT INTENDED TO DIAGNOSE, TREAT, MITIGATE, CURE, OR PREVENT ANY DISEASE. INFORMATION ON THE SITE IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT MEANT TO SUBSTITUTE FOR THE ADVICE PROVIDED BY YOUR OWN PHYSICIAN OR OTHER MEDICAL PROFESSIONAL. YOU SHOULD NOT USE THE INFORMATION ON THE SITE FOR DIAGNOSING OR TREATING A HEALTH PROBLEM OR DISEASE OR PRESCRIBING ANY MEDICATION. YOU SHOULD READ CAREFULLY ALL PRODUCT PACKAGING. IF YOU HAVE OR SUSPECT THAT YOU HAVE A MEDICAL PROBLEM, PROMPTLY CONTACT YOUR HEALTH CARE PROVIDER.
Information on the Site is subject to change without notice. In addition, Q Sciences may make changes to the products described on the Site and prices for such products at any time without prior notice.

Information regarding Q Sciences’ products and services is applicable only in the United States and Canada (collectively “Markets”), unless otherwise noted. Some products and services may not be available in certain areas. Q Sciences makes no representation that the Materials (defined below) included in the Site are appropriate or available for use in countries other than the Markets. Those who do access the Site from other countries are solely responsible for compliance with local laws of that country.

Q Sciences may, from time to time, allow for discussions, chats, postings, transmissions, bulletin board and the like on the Site, Q Sciences is under no obligation to monitor or review such transmitted information and assumes no responsibility or liability arising from the content of any such transmissions nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger or inaccuracy of any such information.

You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. Q Sciences will fully cooperate with any law enforcement authorities or court order requesting or directing Q Sciences to disclose the identity of anyone posting any such information or materials.

Your Account and Personal Information

To access or use some portions of the Site, you may be asked to register for and maintain an active user account. During account registration, you must choose a username and password that will be unique to your user account. Account registration requires you to submit to us certain personal information, which may include without limitation, your name, age, date of birth, address, and mobile phone number. You acknowledge and agree that this information (excluding your unique username and password) may be used and disclosed by us in accordance with our Privacy Policy. Please read our Privacy Policy to review how information about you is collected, used, stored, shared, and kept secure. By agreeing to these Terms of Use and/or by using the Site, you are also agreeing to the Privacy Policy and consenting to all actions taken by us with respect to your information in compliance with the Privacy Policy. The Privacy Policy (and any subsequent amendments thereto) is incorporated by reference into these Terms of Use.
It is a condition of your use of the Site that all the information you provide on the Site is always correct, current, and complete. We may suspend or terminate your right to use the Site for any or no reason and at any time in our sole discretion, including if we learn you provided us with false or misleading data or other information.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures (collectively, “Security Information”), you must treat such information as confidential, and you must not disclose it to any other person or entity. You acknowledge your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your Security Information. You are solely responsible for maintaining the confidentiality of your Security Information, and you are solely responsible for all use of your Security Information or account, whether or not authorized by you.

We cannot and will not be liable for any loss or damage arising from your failure to comply with these Terms of Use. You agree to notify us immediately of any unauthorized access to or use of your Security Information, account, or any other breach of security. You also agree to ensure that you exit your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to view or record your Security Information or other personal information. You are responsible for making all arrangements necessary for you to have access to the Site and ensuring that all persons who access the Site through your Internet connection are aware of these Terms of Use and comply with them.

We have the right to disable any Security Information or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Affiliate Obligations

If you choose to enroll as an Affiliate, or if you apply and are accepted as a Pro Affiliate, you must enter into an Affiliate Agreement with us and agree to abide by our Affiliate Policies and Procedures (“Affiliate Policies”). To the extent that there is a conflict between these Terms of Use and the Affiliate Agreement, the Affiliate Agreement shall govern to the extent necessary to resolve the conflict. To the extent that there is a conflict between these Terms of Use and the Affiliate Policies, the Affiliate Policies shall govern to the extent necessary to resolve the conflict.

Prohibited Uses

You may use the Site only for lawful purposes and as provided in these Terms of Use. You agree to not use the Site in any of the following ways:
1. a.In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of product, data or software to and from the US or other countries);
2. b.To obtain or attempt to obtain any Materials (defined below) or information through any means not intentionally made available or provided for through the Site;
3. c.For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
4. d.To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation;
5. e.To impersonate or attempt to impersonate Q Sciences, a Q Sciences employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing);
6. To access or attempt to access any other user’s account and/or use any other user’s Security Information;
7. To engage in high-pressure selling;
8. To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by us, may harm Q Sciences or users of the Site or expose them to liability; or
9. If you are an Affiliate or Pro Affiliate, to engage in any other conduct prohibited by the Affiliate Agreement and/or Affiliate Policies.
You further agree to not do any of the following:
1. Use the Site in any manner that could disable, overburden, damage, or impair the Site or
2. interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site;
3. Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the material on the Site;
4. Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without our prior written consent;
5. Use any device, software or routine that interferes with the proper working of the Site
6. Introduce any viruses, trojan horses, worms, logic bombs or other material that is malicious or technologically harmful;
7. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer or database connected to the Site;
8. Attack the Site via a denial-of-service attack or a distributed denial-of-service attack; or
9. Otherwise attempt to interfere with the proper working of the Site.

Payment

Q Sciences or its payment processing partner(s) may collect payment from you through the Site for your purchase of goods or services. You acknowledge and agree that:

You will use only credit cards or other payment means that you are duly and fully authorized to use;
You will only provide payment related information that is accurate and correct and will continue to be accurate and correct;
In the event you dispute any fees chargeable or charged through our Site, you will resolve such dispute in accordance with these Terms of Use; and
By submitting payment through the Site, you accept the terms of use and privacy policy of our payment processing partner with respect to those payments.

IN NO EVENT WILL Q SCIENCES OR OUR PAYMENT PROCESSING PARTNER(S) BE RESPONSIBLE IF Q SCIENCES OR OUR PAYMENT PROCESSING PARTNER(S) ARE UNABLE TO COMPLETE A TRANSACTION FOR ANY REASON.

Cancelling, Returning or Exchanging Product

The following provisions of this Section (Cancelling, Returning or Exchanging Product) do not apply to any Q Sciences Product purchased through any bulk sales program or any non-Q Sciences website.

Satisfaction Guarantee. If a Q Sciences Affiliate, Pro Affiliate, Preferred Customer, or Customer is not completely satisfied with the Products they purchased directly from Q Sciences (via Q Sciences website), they may request a refund or exchange within thirty (30) calendar days from the date of purchase by contacting Customer Service Department and requesting a Return Merchandise Authorization (RMA) for the unused portion of the Product. All refund requests are subject to the conditions defined in Subsection 2 below. The refund or exchange amount is based upon the price paid at the time of sale and sales tax (if applicable). Shipping costs, handling fees, etc. are non-refundable. Product refunds are made in the same form of payment as the Product purchase. Product exchanges will be for Product(s) of equal or lesser value of the price paid at the time of sale.
Refunds and Exchanges. To qualify for a refund or an exchange, the following criteria must be met:

A Return Merchandise Authorization (“RMA”) must be requested directly from the Customer Service Department;
1. Before an RMA number is issued, Q Sciences Compliance Department will complete a review of the order. Compliance Department’s review will be completed within one (1) business day from the date the request was made;
The returned Products must be accompanied by an RMA number provided by the Q Sciences Customer Service Department and an inventory list of the Product(s) returned;
The Products must appear in the individual’s order history;
The Products must have been purchased directly from the Q Sciences website with an approved payment method;
Products:
1. Products must have been purchased within thirty (30) calendar days preceding the date of the refund request;
Products must be shipped back to Q Sciences no later than the date provided by the Customer Service Department.

Returned Product that does not meet the criteria listed above shall not be eligible for a refund or exchange. All Product returned to Q Sciences shall be retained by Q Sciences, regardless of whether the return meets the criteria for receiving a refund or exchange. Q Sciences may refuse to issue a refund if it finds, in its sole discretion, that any of the conditions in this Section have not been met.

Credits. All credit on account must be used within six (6) months from the date on which the credit was issued. If credits have not been used within six (6) months, Q Sciences will attempt to notify you periodically. There will be a $10.00 charge for each attempted notification. This charge will be deducted from the credit on account.
Compensation Adjustments. The cancellation, return, or refund of product by an Affiliate, Pro Affiliate, Preferred Customer, or customer(s) will result in adjustments to the Affiliates’ and/or Pro Affiliate’s compensation associated with such sale.

Q Sciences shall not be responsible for failure to perform hereunder if such failure is caused by any circumstance of Force Majeure, being reasons beyond the reasonable control of Q Sciences. Force Majeure includes, but is not restricted to, acts of God, fire, flood, earthquakes, equipment failure, supplier problems, war, acts of terrorism, vandalism, criminal activities, pandemics, and the like. In such event, Q Sciences will be relieved of its obligation to perform until a reasonable period of time has expired following the end of the circumstance or Force Majeure.

Intellectual Property and Confidential Information

Q Sciences holds the copyright in all material that is provided on the Site. Except as stated herein, no material from the Site or any website owned, operated, licensed, or controlled by Q Sciences, may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. Any unauthorized use of any material contained on the Site may violate copyright laws, trademark laws and other laws.
The trademark “Q Sciences®” and other trademarks displayed on the Site are registered and/or unregistered trademarks of Q Sciences. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any trademark displayed on the Site, or any license or right to use any other trademark owned by any other third party.
You must not use Q Sciences’ trademarks without the prior written permission of Q Sciences. If you misuse any trademark in violation of these Terms of Use, Q Sciences will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
You should assume that all content, materials, designs, text, and images (collectively, the “Materials”) contained on the Site are copyrighted and may not be used except as provided in these Terms of Use. You may download a copy of the Materials to a computer for your personal and non- commercial home use provided you do not change any copyright, trademark, or other proprietary notice. If you modify or use the Materials for any other purpose, you will be violating the intellectual property rights of Q Sciences. Q Sciences neither warrants nor represents that your use of the Materials will not infringe rights of third parties not affiliated with Q Sciences. Any unauthorized use of the Materials is strictly prohibited and is a violation of the rights of Q Sciences and/or third parties, including, without limitation, under copyright laws, trademark laws, the laws of privacy and publicity.
The Site may provide you with an opportunity to communicate with us. Please be aware that any communication, whether it be suggestions, ideas, graphics, or other material, to Q Sciences through the Site or otherwise will be treated as non-confidential and non-proprietary. Anything you submit, transmit, or post becomes the property of Q Sciences and Q Sciences is free to use any ideas, concepts, suggestions, graphics, photography, or know-how contained in any communication for any purpose whatsoever, whether commercial or noncommercial, without payment of any compensation to you.
You must not upload, post, or otherwise make available on the Site, any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark, or other proprietary right. You will indemnify Q Sciences and its officers, directors, members, employees, agents, and independent contractors for any claims by third parties of infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from such a submission of material by you.

Disclaimer of Warranty and Limitation of Liability

While Q Sciences uses reasonable efforts to include accurate and up to date information in the Site, WE MAKE NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY, CORRECTNESS, RELIABILITY OR OTHERWISE WITH RESPECT TO SUCH INFORMATION, AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY OMISSIONS OR ERRORS (INCLUDING, WITHOUT LIMITATION, TYPOGRAPHICAL ERRORS, AND TECHNICAL ERRORS) IN THE CONTENT OF THE SITE.
Use of and browsing in the Site is done at your own risk. Q SCIENCES DOES NOT REPRESENT OR WARRANT THAT YOUR USE OF THE SITE WILL BE UNINTERRUPTED, ERROR FREE, SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. It is up to you to take precautions to ensure that whatever Materials you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.
Without limiting the foregoing, EVERYTHING ON THE SITE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND Q SCIENCES HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESSOR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.
LIMITATION ON DAMAGES. Q SCIENCES, ITS AFFILIATES (INCLUDING ANY PARENT OR SUBSIDIARY COMPANIES), LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS, AND ANY SUCCESSORS AND ASSIGNS, SHALL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR ANY OTHER DAMAGES WHATSOEVER, ARISING OUT OF OR RELATED TO: (A) YOUR ACCESS TO, OR USE OF, OR BROWSING THE SITE, OR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE SITE, INCLUDING, WITHOUT LIMITATION, DAMAGE TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT THEREOF; (B) THE USE OR THE INABILITY TO USE THE SITE; (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICE PURCHASED OR OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SITE; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE; OR (F) ANY OTHER MATTER RELATING TO THE SITE.

The foregoing limitation of liability shall apply to the maximum extent permitted by law.

LIMITATION OF TIME TO FILE CLAIMS. ANY CAUSE OF ACTION OR CLAIM YOUMAY HAVE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
MONETARY CAP. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Q SCIENCES, ITS AFFILIATES (INCLUDING ANY PARENT OR SUBSIDIARY COMPANIES), LICENSORS, AND SERVICE PROVIDERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, INDEPENDENT CONTRACTORS, AND ANY SUCCESSORS AND ASSIGNS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE OR THE CONTENT AND SERVICES FOR DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED $1,000. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR Q SCIENCES WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CLASS ACTION WAIVER. YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED IN ACCORDANCE WITH THESE TERMS OF USE AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION LAWSUIT, ORCLASS OR COLLECTIVE ARBITRATION.
If applicable law does not allow for any disclaimer or limitations of liability set forth in these Terms of Use, the disclaimer or limitation shall be deemed modified solely to the extent necessary to comply with applicable law.
This Section (Disclaimer of Warranty and Limitation of Liability) will survive the termination or expiration of these Terms of Use. This Section is in addition to any disclaimers and/or limitations of liability in the Affiliate Agreement, if applicable.

Indemnification

You agree to defend, indemnify, and hold harmless Q Sciences, its affiliates (including any parent or subsidiary companies), licensors, and service providers, and its and their respective officers, directors, members, employees, agents, independent contractors, and any successors and assigns from and against any and all claims, demands, actions, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including without limitation interest, penalties, reasonable attorneys’ fees and expert witness costs) arising out of or in any way relating to:
1. Your violation of these Terms of Use or any documents referenced herein;
2. Your use of the Site, including, but not limited to, any use of the Site’s content, or your use of any information obtained from the Site; and
3. Any actions made with your account whether by you or someone else.
This Section (indemnification) will survive the termination or expiration of these Terms of Use. This Section is in addition to any indemnification obligations in the Ambassador Agreement, if applicable.

Suspension or Termination of Access

In its sole and absolute discretion, with or without notice to you, Q Sciences may suspend or terminate your access to or use of the Site, terminate your account or remove and discard anything transmitted by you, or information stored, sent, or received from you via the Site for any reason, including, but not limited to:
1. Any unauthorized access to or use of the Site;
2. Any violation of these Terms of Use or, if applicable, any underlying agreements with Q Sciences;
3. Tampering with or alteration of any of the software or data files contained in or accessed through, the Site;
4. If Q Sciences determines in its sole discretion that you have used or are using the Site in or for any fraudulent or illegal purpose, including if you are engaged in suspicious activity or Q Sciences determines that your continued use of the Site would cause Q Sciences to violate any applicable law or would place Q Sciences at material risk of suffering any sanction, penalty, or liability; or
5. If your actions or omissions create an immediate threat or may cause material harm to any person or organization.

You may request to terminate your account for any reason by emailing Q Sciences at compliance@qsciences.com. Q Sciences shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension of your access rights to the Site. Termination or suspension of your access rights to the Site shall not affect any right or relief to which Q Sciences may be entitled, at law or in equity.

User Communications

YOUR EXPRESS CONSENT TO MARKETING AND NON-MARKETING COMMUNICATIONS. By providing us with your contact information and using the Site, you expressly acknowledge and agree that Q Sciences, and other individuals and entities connected to the Site, may contact you. You may be contacted through the Site or by e-mail, telephone, or text messages (including by an automatic telephone dialing system and/or an artificial or prerecorded voice message system at any of contact information provided by you, including cell phone numbers, or on your behalf in connection with a Q Sciences account)). You expressly consent to be contacted for any reason, including (but not limited to) sending you notices, communications, reminders, and information to you about these Terms of Use, the Site, products and for marketing purposes, and in response to any inquiries that you make to Q Sciences, or submissions that you may send to Q Sciences. Message and data rates charged by your cell phone company may apply. We are not responsible for any data transmission fees. You may receive multiple messages per day, and you authorize the delivery of detailed messages to the contact information associated with your account. These communications may not be secure and not encrypted. Unsecured communications pose a risk to the confidentiality and privacy of the information being sent because they are susceptible to possible interception by a third party. You understand that you are not required to provide consent to receive automated text messages and calls for marketing purposes as a condition of purchasing any property, goods, or services in connection with your use of the Site. You also understand that you may opt out of receiving such automated text messages from Q Sciences at any time, either by replying to the text message with the word “STOP” or by going to compliance@qsciences.com.
If you have opted in to receive special offers from Q Sciences via email, text message, or otherwise, you can unsubscribe via the links provided in the email, text message, or otherwise at any time or by contacting us at compliance@qsciences.com. By opting in to receive special offers from us, you also consent to receiving, from time to time, text messages or emails which may include alerts, promotions, offers, polls, and giveaways.
Q Sciences may, in its sole discretion, create referral or promotional codes (“Promo Codes”) that may be redeemed for discounts on future services or the services of third-party service providers, or other features or benefits related to the Site and the services of third-party service providers, subject to any additional terms that Q Sciences establishes. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by Q Sciences; (iii) may be disabled by Q Sciences at any time for any reason without liability to Q Sciences; (iv) may only be used pursuant to the specific terms that Q Sciences establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Q Sciences reserves the right to withhold or deduct credits or other features or benefits obtained by the referral system or Promo Codes by you or any other user if Q Sciences determines or believes that the use of the referral system or use or redemption of the Promo Code was in error, fraudulent, illegal, or otherwise in violation of Q Sciences’ Terms of Use.

Miscellaneous

Third Party Content. This Site may link to other sites not maintained by or related to Q Sciences. Such hyperlinks are provided as a service to users and are not sponsored by, endorsed, or otherwise affiliated with this Site or with the products and services of Q Sciences. Q Sciences has not reviewed all the sites linked to the Site and is not responsible for the content of any other Site, including their accuracy, completeness, quality, or any other aspect thereof. Viewing all other sites is at your own risk. Unless expressly stated, Q Sciences does not endorse any products or services offered by any company or person linked to its Site. You may not create a link to the Site without first obtaining Q Sciences’ written permission. Additionally, your access to and use of certain third-party content, products, or services available to you via the Site may require you to acknowledge your acceptance of additional terms of use associated with such third-party content, products, or services (“Third Party Terms”), and your failure to do so may restrict you from accessing such third-party content, products, or services and/or using certain of the Site's features and functionality. Any violation of such Third Party Terms will also be deemed a violation of these Terms of Use.
Choice of Law and Venue. This Site is controlled by Q Sciences from its offices in the State of Utah, in the United States of America. These Terms of Use are governed by and construed in accordance with the laws of Utah. Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the website shall be instituted exclusively in the federal courts of Utah, in each case located in the state of Utah, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Q Sciences makes no representation that all of the contents of the Site are appropriate or available for use in other locations, and access to the Site is prohibited from locations where some or all of the content is illegal. If you choose to access this Site from other locations, you do so at your own initiative, and you are responsible for compliance with applicable local laws. You may not use or export any contents of the Site in violation of United States export laws and regulations. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms of Use, including, without limitation, this paragraph. Any failure by Q Sciences to enforce any of its rights under these Terms of Use or under applicable law shall not constitute a waiver of such rights.

Assignment. Q Sciences shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms of Use without any notification or consent required by you. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms of Use.
Severability. If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the disclaimers and liability limitations set forth above, then the invalid or unenforceable provisions will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.
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For more information or if you have any questions about these Terms of Use, please contact us at compliance@qsciences.com.

QSI HOLDING, INC.

Ambassador Policies and

Procedures

Effective December 1, 2024

SECTION 1: INTRODUCTION

Welcome to the Q Sciences family! Since our founding in late 2012, Q Sciences has promoted the science of happiness and championed a focus on improved wellness. Our nutritional supplements and other products are unmatched in the industry.

The purpose of the Q Sciences, Inc., Ambassador Policies and Procedures (the “Policies”) is to accomplish all of the following:

To further define and explain the relationship between QSI Holding Company, Inc (dba “Q Sciences”) “we” or “us”) and Affiliates like you. The term “Affiliate” will refer to herein to both Affiliates and Pro Affiliates under the Q Sciences Affiliate Program;
To set standards of acceptable business practices when promoting and selling Q Sciences products; and
To support Affiliates in promoting and selling Q Sciences products in a manner that is compliant with the Affiliate Agreement, the Terms of Use and Privacy Policy, and the Policies (collectively, the “Q Sciences Documents”).

Additional capitalized terms are defined throughout the Policies and, unless otherwise stated, have those meanings when used in the Policies. As discussed further herein, any violation of the Q Sciences Documents may result in disciplinary action including probation, suspension, and/or cancellation at the sole discretion of Q Sciences.

SECTION 2: BECOMING A Q SCIENCES AMBASSADOR

1. Affiliate’s Role In Q Sciences

Q Sciences Affiliates (which includes Pro Affiliates) are one of the ways Q Sciences’ markets and sells its Products, though Q Sciences retains the right to market and sell its Products through other online or in store retail channels or from its own web site. Throughout the Policies, the terms “Affiliate,” and “you,” shall refer to any person whose Affiliate Agreement has been signed, received, and accepted by Q Sciences in its sole and absolute discretion.

1. Becoming An Ambassador

In order to become an Affiliate you must:

1. 1. You must be at least eighteen (18) years of age,
  2. Reside in a geographic area where Q Sciences conducts its Affiliate direct to consumer e commerce business;
  3. Have a valid government identification, Social Security or Federal Tax ID number (where applicable);
  4. Complete the Affiliate Application process and sign the Affiliate Agreement; and

Q Sciences reserves the right, in its sole discretion, to reject your Affiliate Application and immediately terminate the Affiliate Agreement with or without notice to you for any reason whatsoever.

Subject to the terms and conditions of the Q Sciences Documents, Q Sciences will assign you an Affiliate Link that is unique to you (your “Affiliate Link”).

It is through the use of your unique Affiliate Link by customers and other Affiliates that you receive compensation for the sale of Q Sciences products. The Affiliate Link will come with it a “30 day Cookie Window.” The 30 day Cookie Window gives the customer 30 days to make a purchase after clicking on the affiliate link for a purchase to count towards the Affiliate’s sales, for which the Affiliate is compensated.

By becoming an Affiliate, you also agree that Q Sciences may send you emails, text messages, phone calls, or other communications, whether recorded or in-person, at any time, related to Q Sciences. Please read our Terms of Use and Privacy Policy for more information about how we may communicate with you.

1. Affiliates Are Independent Contractors

Affiliate are independent contractors, not employees of Q Sciences. Affiliate

may not do anything that would lead someone to believe that they are an employee or an agent of Q Sciences. As an independent contractor, Affiliates are responsible for the following:

1. 1. Establishing their own working hours;
  2. Conducting as they see fit, their the day-to-day business; and
  3. Reporting to the appropriate tax authorities any income earned from the Q Sciences Business

The services performed by you, as a Q Sciences independent contractor, are performed pursuant to the Affiliate Agreement between you and Q Sciences, which provides that you will not be treated as an employee for any purpose, including application of any government taxation law or authority. If an Affiliate has any employees, they will have no rights against or relationship with Q Sciences.

1. Change of Information in Affiliate Agreement

To ensure uninterrupted receipt of communications from Q Sciences, your phone number, email address, and mailing address should be updated through your Q Sciences Back Office immediately upon any change. For other changes, including to an Affiliate’s first or last name, user name, company name, or country of residence, Affiliate must complete an Information Change Form and submit it to the Compliance Department with appropriate supporting documentation. In the event your contact information changes, and you fail to notify Q Sciences of such changes, the existing contact information you provide is proper and binding upon you for purposes of notice and all Q Sciences business matters.

SECTION 3: SPOUSAL AFFILIATES

1. Income Tax for Married Affiliate

Q Sciences will issue one IRS Form 1099 per Affiliate to the primary applicant or business entity on each account.

1. Liability of Spousal Affiliate

The liability of two (2) married people together who market and sell Q Science products shall be joint so that both shall be responsible, accept liability for, and be bound by, any act or omission of the other. Any payment by Q Sciences to one spouse shall be deemed as payment to both spouses.

1. Divorce or Separation

A former spouse that no longer has an interest in the marketing and sale of Q Sciences products with their former spouse may enroll as an Affiliate and begin his or her own separate business marketing, promoting and selling Q Sciences products under the terms of the Affiliate Agreement.

SECTION 4: SPONSORING NEW Q SCIENCES AFFILIATES

1. Requirements to Sponsor a New Affiliate

All Affiliate in good standing may sponsor others to become Affiliate of

Q Sciences (each, a “Sponsor”). Affiliate wishing to sponsor a new Affiliate must complete the appropriate form online, which can be found in the Q Sciences’ Back Office.

1. Change of Sponsor

An Affiliate wishing to change Sponsors must submit a properly completed and fully executed Sponsor Change Form, with the written approval of his or her current Sponsor and proposed new Sponsor, to Q Sciences by email at Compliance@QSciences.com. The Affiliate who requests the change must submit a fee of $25.00 for administrative charges and data processing.

All forms are available in the Affiliate’s Back Office. Affiliates are advised that requests to change Sponsors or change Placement are rarely granted. Q Sciences will evaluate all requested changes within thirty (30) days of submission.

SECTION 5: PROTECTING YOUR Q SCIENCES PROMOTIONAL AND SALES ACTIVITIES

1. Q Sciences Business as a Corporation or Limited Liability Company (LLC)

Q Sciences recognizes that there may be certain advantages to promoting and selling Q Sciences products as a corporation or as a limited liability company (“LLC”). Any Affiliate who wishes to promote and sale Q Sciences products as a corporation or LLC (each, an “Entity”) must get prior approval from Q Sciences and comply with the following requirements and conditions:

1. 1. The Entity must be owned 100 percent by the individual Affiliate (and/or spouse, if applicable);
  2. No change in the ownership structure of the Entity may be made without the prior written approval of the Q Sciences;
  3. The name of the Entity may not be the same or similar to any Q Sciences trademarks, service marks, product names, logos, slogans, taglines, or any other proprietary name or phrase owned or used by Q Sciences (for questions concerning this requirement, contact the Q Sciences); and

Upon forming such an Entity, the earnings from the sale of Q Sciences products will be reported in the name and tax identification number of the Entity.

1. Insurance

Q Sciences does not provide any insurance coverage to Affiliate’s. An Affiliate may obtain third party insurance coverage.

SECTION 6: AFFILIATE CONDUCT

1. Affiliate Must Follow All Laws

Affiliate are responsible for complying with all local, state, and federal laws and regulations in conducting the promotion and sale of Q Sciences products

1. Truthful and Ethical Conduct

All statements made by Affiliate regarding Q Sciences, including the opportunity to earn income promoting and selling Q Sciences products, the Products themselves, or product results must be truthful, accurate, and not misleading. Affiliates must always conduct their business in an ethical manner and in compliant with all local, state, and federal laws and regulations.

1. Complaints or Concerns

Affiliate may not disparage, demean, or make negative comments about Q Sciences or its Affiliate and employees.

1. Professional Conduct and Business Practices

Affiliates shall use their best efforts to promote the positive reputation of Q Sciences, its Products, the opportunity to earn income promoting and selling Q Sciences products and its Affiliate. Affiliate are prohibited from engaging in high-pressure selling. Affiliate must always conduct themselves in a professional, ethical, courteous, and considerate manner when representing Q Sciences.

1. Disruptive Conduct

If an Affiliate behaves in a manner that, in the sole and complete discretion of Q Sciences, causes disruption to the conduct of the normal business of Q Sciences, or that of any other Affiliate, or that is injurious to the image or reputation of Q Sciences, or that of any other Affiliate, then the behavior will be considered a

violation by the Affiliate and Q Sciences may take immediate disciplinary and legal action.

1. Actions of Household Members

Every Affiliate is responsible for the actions of his or her immediate household members. If any such household member engages in any activity which, if performed by the Affiliate, would violate the Affiliate Agreement and/or the Policies, the activity will be considered a violation by the Affiliate and Q Sciences may take action pursuant to the Contract as well as any other legal remedies against the Affiliate.

1. Q Sciences’ Confidential Information

Q Sciences may make available to Affiliate certain information and reports regarding Q Sciences’ business, Products (including formulae), trade secrets, intellectual property, identity and contact information of Affiliates and Customers, sales information, achievements, etc. (collectively, “Confidential Information”). You may have access to some of this Confidential Information through Q Sciences’ Back Office.

Confidential Information belongs solely and exclusively to Q Sciences. Affiliate have no claim, right, or title to any Confidential Information. Such Confidential Information is provided to Affiliate in strictest confidence and is made available to Affiliate for the sole purpose of assisting Affiliates in the promotion and sale of Q Sciences products.

SECTION 7: BUYING AND SELLING PRODUCTS AND RECEIVING COMPENSATION

1. Reasons To Purchase Products

Affiliate may not purchase or sell the products in a manner not in accordance with the Policies.

1. Selling Products

Affiliates are encouraged to promote Q Sciences’ products through their social media channels, blogs, emails lists, etc. All sales, however, must occur directly from Q Sciences through the Q Sciences website.

In promoting Q Sciences products and opportunity to earn income by promoting and selling Q Sciences products Affiliate may not:

Infringe on Q Sciences or anyone else’s intellectual property, privacy or other rights;
Violate any law, rule or regulation;
Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials;
Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information;
Contain software or use technology that attempts to intercept, divert, or redirect internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.

Affiliate may not advertise Products at a price less than the stated price found on the Q Sciences website.

Affiliate’s shall not repackage, tamper with, relabel, misbrand, or adulterate Products

1. 5.3.Ordering Products

Affiliates or customers shall order Products directly from Q Sciences on QSciences.com. Payment for all orders will be by credit or debit card.

1. 5.4.Sales Tax and VAT

Q Sciences charges sales tax or VAT charges on the value of the Product order based on the shipping destination. Sales tax or VAT charges will vary by Product and by state and country. Q Sciences remits the sales tax to each state or VAT to each country in which Products are shipped. Affiliate may not provide false information in order to avoid payment of relevant tax.

1. 5.5.Shipping And Back Order Policy

When an order is shipped, it incurs shipping and handling charges. Please see the Back Office at QSciences.com or contact the Q Sciences Customer Service Department at Support@QSciences.com for current shipping rates and information.

If an item is back ordered, Affiliates and/or Customers will be notified, and an estimated shipping date will be provided.

Failure to notify Q Sciences of any shipping discrepancy or damage within thirty (30) days of shipment will cancel the Affiliate’s right to request a correction. If an order must be rerouted, it will be at the Affiliate’s expense. Please contact the Q Sciences Customer Service Department to correct a shipping discrepancy.

1. Bonus Buying Prohibited

Bonus Buying is also strictly prohibited. “Bonus Buying” includes: (a) the enrollment of individuals or entities without the knowledge of and/or completion of the Affiliate Application process and/or execution of an Affiliate Agreement

by such individuals or entities; (b) the fraudulent enrollment of an individual or entity as an Affiliate or Customer; (c) the enrollment or attempted enrollment of non-existent individuals or entities as Affiliates or Customers; or (d) the use of a credit card by or on behalf of an Affiliate or Customer when that person or entity is not the account holder of such credit card.

1. Reporting Adverse Reactions Or Consumer Complaints

If an Affiliate or Customer experiences, or becomes aware of, any adverse reaction to a Q Sciences Product or receives a consumer complaint, they should contact the Q Sciences Compliance Department as soon as possible at Compliance@qsciences.com.

SECTION 8: COMMISSIONS, REBATES AND BONUSES

1. 5.1.Qualifications For Financial Distributions

An Affiliate must be in compliance with the Agreement to qualify for commissions (“Financial Distributions”). Q Sciences shall pay Financial Distributions to each Affiliate in accordance with the Compensation Plan as in effect at the time of payment.

Financial Distributions are calculated and paid by calendar week, after the applicable product return period of 30 days has expired associated with each such sale. For all purposes, the calendar week begins each Saturday at 12:01 a.m. (Mountain Standard or Mountain Daylight Time, as applicable depending on the date) and ends Friday at midnight (MST or MDT).

Affiliate are strongly encouraged to have their Financial Distributions paid via electronic funds transfer. In the event an Affiliate requests payment in the form of a paper check, the minimum amount for which Q Sciences will issue a check is $20.00. If an Affiliate’s Financial Distributions in a given week or month do not equal at least $20.00, the Company will accrue the Financial Distributions for this Affiliate until they total at least $20.00. An electric funds transfer will be issued after $20.00 has been accrued.

Mailed checks are subject to a $4.00 check processing fee. If it becomes necessary for Q Sciences to reissue a commission check because it has been lost, Q Sciences will charge a $15.00 fee for each replacement check provided.

1. 5.2.Adjustments To Rebates, Bonuses And Commissions

Affiliate receive Commissions based on the sale of Q Sciences Products to consumers. If a product is returned for refund prior to the expiration of the 30 day return policy, or if the sale of the product is “charged back”, the commission associated with such sale shall be negated accordingly.

1. 5.3.Unclaimed Commissions And Credits

Affiliate must deposit or cash paper checks within six (6) months from their date of issuance. A check that remains uncashed after six (6) months will become void.

After a check has been voided, Q Sciences will attempt to notify an Affiliate who has an uncashed check by sending a monthly written notice to his or her last known address, identifying the amount of the check and advising that the Affiliate can request that the check be reissued. There will be a $15.00 charge for reissuing a check. This charge shall be deducted from the balance owed to the Affiliate.

Affiliate who have a credit on account must use their credit within six (6) months

from the date on which the credit was issued. If credits have not been used within six

(6) months, Q Sciences shall attempt to notify the Affiliate on a monthly basis, by sending written notice to the Affiliate’s last email and mailing addresses on file, advising the Affiliate of the credit. There shall be a $10.00 charge for each attempted notification. This charge shall be deducted from the Affiliate’s credit on account.

SECTION 9: RETURNING OR EXCHANGING PRODUCTS

1. 5.1.Return Or Exchange Policies For Orders Through Q Sciences: Affiliates And Customers (Satisfaction Guaranteed)

If a Q Sciences Affiliate or Customer is not completely satisfied with the Products they purchased from Q Sciences (via Q Sciences website), they may request a refund or exchange within thirty (30) days from the date of purchase by returning the unused portion of the Product back to Q Sciences. The refund or exchange amount is based upon the price paid at the time of sale. Product refunds are made in the same form of payment as the Product purchase. Product exchanges will be for Product(s) of equal or lesser value of the price paid at the time of sale.

To be entitled to a refund, the following requirements must be met:

1. 1. The returned Products must be accompanied by a Returned Merchandise Authorization (RMA) number provided by the Q Sciences Customer Service Department and an inventory list of the Product(s) returned;

1. 1. The returned Products must appear on the individual’s order history; and

1. 1. The returned Products must have been purchased within thirty (30) days

preceding the date of the return.

Returned Product that does not meet the criteria listed above shall not be eligible for a refund or exchange. All Product returned to Q Sciences shall be retained by Q Sciences, regardless of whether the return meets the criteria for receiving a refund or exchange.

1. 5.2.Exclusions From Return And Exchange Policies

Only Products purchased directly from Q Sciences are eligible for a refund or exchange. Products purchased through the Bulk Sales Program and products purchased on any non-Q Sciences website are not eligible for a refund from Q Sciences. Q Sciences may refuse to issue a refund if it finds, in its sole discretion, that any of the conditions in this Section 9 have not been met.

1. 5.3.Adjustments For Refunds

Q Sciences will adjust commissions for all returns, refunds and/or chargebacks.

SECTION 10: PROMOTION AND ADVERTISING

1. Affiliate Advertising In General

What follows are general principles to help guide Affiliate in the decisions they may make regarding the advertising and promotion of Q Sciences products, and/ or the opportunity to earn income selling Q Sciences products . Q Sciences considers any direct or indirect statement or graphic use of its name, logo, or trademarks, or regarding its Products, results of its Products, the opportunity to earn income promoting and selling it products to be forms of advertising covered by this Section.

Affiliate may utilize various forms of promotion and advertising so long as their activities comply with all terms of these Policies and all local, state, and federal laws and regulations. Q Sciences employs robust and consistent monitoring and enforcement procedures to review and sanction Affiliate who do not comply with this Section.

1. No Deceptive Or Misleading Advertising

It is the obligation of each Affiliate to ensure that all advertisement activities are truthful, not deceptive, and do not mislead customers or potential Affiliates in any way. Advertisements and marketing activities should be professional and appropriate. Any Affiliate who engages in abusive language or inappropriate conduct that causes disruption to the normal business of Q Sciences or that of any Affiliate, or that is injurious to the image or reputation of Q Sciences or that of any Affiliate, is in violation of these Polices.

Affiliates must not represent or imply that Q Sciences or its Commission structure has been “approved,” “endorsed” or otherwise sanctioned by any government agency.

1. Professionalism In Advertising

When an Affiliate is representing or promoting Q Sciences, they must be respectful and conduct themselves with professionalism. Affiliates must promote Q Sciences in an appropriate manner to maintain brand integrity. It is within Q Sciences’ sole discretion to determine what constitutes unprofessional activity.

1. Testimonial Claims

Q Sciences considers any statement or assertion about its Products, results of Products, use of Products, the opportunity to earn income promoting and selling Q Sciences products, and results of activities leading to commissions from the sale of Q Sciences products to be a “Claim” within the scope of this Section. When discussing or promoting Q Sciences, Affiliates may make only those Claims or representations found on product packaging, the Q Sciences Website, or in current literature published by Q Sciences. There are many types of Claims, including Product Claims and Income or Lifestyle Claims as further defined below.

1. 1. 5.4.1.Product Claims

Q Sciences products are foods, dietary supplements, topicals or skincare products. “Product Claims” are statements that describe what a product contains, what it is for, or what benefits it provides. You may only make claims that appear on Q Sciences Product literature, such as Product catalogues, labels, or webpages. Q Sciences has substantiated and approved only these claims, so it is important that you never deviate from these claims. Even if you have obtained results that are better or different than those stated in Q Sciences materials, you cannot say so because (1) certain claims are not permitted for certain kinds of products under the FDA, and (2) all claims must be supported by scientific evidence, which means more than an individual’s experience.

It is important that Affiliate help consumers understand that dietary supplements are not drugs. A dietary supplement is a product that contains a dietary ingredient intended to add further nutritional value to supplement the diet.

To help consumers avoid confusing a dietary supplement from a drug, the FDA requires use of the following disclaimer, also known as the DSHEA statement, to be used with many types of structure/function product claims for dietary supplements: “This statement has not been evaluated by the Food and Drug Administration (FDA). This product is not intended to treat, cure, or prevent any disease.” If you see this disclaimer with an authorized claim in Q Sciences’ materials, you must use it any time you make the same claim in writing.

Medical claims state or suggest that a Product will treat or prevent a disease or other medical condition. Making unauthorized medical claims is dangerous to consumers who could abandon proper medical treatment for their conditions. It can also be a liability for a Q Sciences Business and can personally expose the Ambassador to fines and other legal action, even criminal action. Medical claims may not be used in association with Q Science’s products.

Affiliates should always caution customers to see their doctor before beginning a Q Sciences product regimen and may state that Products are safe when the directions for use on the product labels are followed.

1. 1. Opportunity or Income (Including Lifestyle) Claims:

Affiliate are not authorized to make any Income or Lifestyle Claims related

to selling Q Sciences Products. An “Income or Lifestyle Claim” is any express or implied statement about past, current or future income earned selling Q Sciences products. In other words, an Income or Lifestyle Claim tells others what Q Sciences income has allowed you and your family to buy or do (e.g., purchase cars, take vacations, or buy homes).

Only hypothetical income examples used to explain how the Compensation Plan works may be made to prospective Ambassadors. In using such income examples, the Affiliate must make clear to prospective Affiliate that such earnings are theoretical only. When hypothetical examples are used, the A Affiliate must provide a copy of Q Sciences’ Compensation Plan.

1. Advertisements Must Identify The Q Sciences Affiliate

Affiliate must clearly identify themselves as a “Q Sciences Affiliate” in all advertisements, including but not limited to, social media posts and websites.

Affiliate are self-employed independent contractors. Affiliate are not employees of Q Sciences. It is important to make this distinction and always disclose your relationship to Q Sciences as that of an Affiliate.

1. Company-Created Advertising Materials

Q Sciences has designed its products, product labels, and promotional materials to ensure that the presentation of all aspects of Q Sciences is fair, truthful, substantiated and supported by the law. Affiliate are encouraged to use these company-created materials. Such company-created materials may not be edited or manipulated in any way. Company-created materials will be made available to Affiliate through the

Q Sciences Back Office.

1. Video And Audio Recordings And Use

Q Sciences encourages Affiliate to utilize current corporate videos and audio files available on its website. These videos and audio recordings are owned by

Q Sciences and may not be edited or manipulated in any way. Such video and audio recordings may be used by Affiliate in their promotional materials and social network sites.

1. Advertisements And Marketing Must Abide By The Law

Promotion of Q Sciences Products by Affiliate is considered commercial speech, or speech done on behalf of a company or individual for the intent of making a profit. This type of speech has the intent of convincing consumers to take part in a particular action, such as purchasing Products. Therefore, advertisements and marketing must be truthful and must not be deceptive or misleading.

Government agencies have established guidelines and rules for what may and may not be communicated in commercial speech, and even an Affiliate’s personal experience may not conform to these guidelines. Affiliates are responsible for complying with these legal requirements as well any relevant local, state, and federal laws and regulations.

1. Exhibits, Fairs Or Trade Shows

Affiliate may be approved to sell Products in certain limited-duration exhibits, fairs, home shows, trade shows, and other seasonal or annual events. For these events, a request with information about the exhibition must be submitted to Compliance@QSciences.com for approval at least 7-10 business days prior to the expected event. Exhibit Request Forms may be found in the Q Sciences Back Office. Only one Q Sciences Ambassador will be approved per trade show. Affiliate can only hold or participate in one trade show at a time, unless the Q Sciences Compliance department grants an exception.

1. Use of Discount Or Auction Websites

Using any third-party discount or auction website or web page relating to Q Sciences is prohibited. Refusal to follow this direction constitutes a breach of the Contract, may result in immediate cancellation and a fine up to $10,000, and precludes the Affiliate from being eligible to receive any refund on any Products purchased as otherwise provided in Section 8.

1. Q Sciences-Related Domain Names And Email Addresses

Affiliate are not permitted to own, create, or maintain domain names, email addresses, and/or online aliases that utilize Q Sciences’ trademarks or tradenames, could cause confusion, or be misleading or deceptive to consumers by appearing to be connected to the Q Sciences Corporate Office. Q Sciences will determine, in its sole discretion, whether such could cause confusion or be misleading or deceptive.

1. Unsolicited Communications Sent By Text, Email, Or Fax

An Affiliate may not, directly or through a third party, use or transmit unsolicited mass email distribution, unsolicited bulk email, unsolicited texts, auto dialers, unsolicited phone calls, faxes, or engage in spamming in connection with promoting the Products or the Q Sciences opportunity. Affiliates must comply with the requirements of the Telephone Consumer Protection Act (TCPA) and the Controlling the Assault of Non- Solicited Pornography and Marketing (CAN-SPAM Act), related FTC regulations, and any other applicable laws or regulations regarding all communications.

Communications sent to any person with that person’s express invitation or permission, and communications with any person with whom the Affiliate has an established business or personal relationship are not considered “unsolicited communications” subject to this section. The term “established business or personal relationship” means a prior or existing relationship formed by a voluntary two-way communication between an Affiliate and a person, on the basis of: (1) an inquiry,

application, purchase or transaction by the person regarding products offered by such Affiliate; or (2) a personal or familial relationship, which relationship has not been previously terminated by either party.

Appropriate communications must clearly disclose that the message is an advertisement or solicitation and identify the Q Sciences Affiliate as the sender and must include a functioning return method of communication to the sender.

The communication must also include language describing a method by which the receiving party may “opt-out” or “unsubscribe.” All such requests must be honored. Failure to honor within ten (10) business days of receiving the request is a violation of these Policies.

1. Social Networking and Social Media

Affiliates are encouraged to use social media and other forms of internet communication to promote and market Q Sciences products. These online social networks may be used to drive traffic to the Q Sciences Website where, if a sale is made using the Affiliate’s unique Affiliate Link, the Affiliate will be credited for the sale and receive compensation.

It is the Affiliate’s obligation to ensure that all content he or she posts on social media and other forms of internet communications is accurate and current. Affiliates who use social networking sites must also comply with the rules associated with that particular website or network. Q Sciences employs robust and consistent monitoring and enforcement procedures to review and sanction Affiliate who do not comply with this policy.

1. Affiliate Are Responsible For Their Postings

Affiliate are personally responsible for their postings and all other online activity related to Q Sciences. Therefore, even if an Affiliate does not own or operate a social media site, if an Affiliate makes a post that relates to Q Sciences, or which can be traced back to Q Sciences, the Affiliate is responsible for the posting.

Affiliate are also responsible for postings which occur on any blog or social media site the Affiliate owns, operates or controls.

1. Use of Affiliate Created Advertising Materials

Affiliates may produce marketing material to promote the sale of Q Sciences products. It is the Affiliate’s responsibility to ensure that all such materials are current and in compliance with these Policies, as well as any local, state, and federal laws and regulations.

1. Post-Termination Social Media Presence

If the Affiliate Agreement is cancelled, or the Affiliate resigns, the Affiliate must discontinue use of the Q Sciences name, trademarks, copyrighted images, trade names, and other intellectual property and all derivatives in any postings and on all social media sites.

SECTION 11: DISCIPLINARY ACTION AND DISPUTE RESOLUTION

1. Notice of Disciplinary Action

Q Sciences reserves the right to take disciplinary action against an Affiliate at any time, with or without prior notice, whenever it is determined to be the necessary and appropriate action. At the sole discretion of Q Sciences, disciplinary action may include withholding or forfeiture of an Affiliate’s unpaid earnings and incentives. Q Sciences reserves the right to recoup damages and pursue legal action for violation of its Policies or its Affiliate Agreement.

Notwithstanding the foregoing section, any probation, suspension, or cancellation invoked by Q Sciences becomes effective on the date Q Sciences sends notice to the affected Affiliate (s). The notice will be mailed and/or emailed to the Affiliate’s physical address and/or email of record with Q Sciences. Account holds are the exception to this notification process as they are the most minor forms of disciplinary action and will be effective immediately with or without notification.

1. Forms of Disciplinary Action

The Policies are in place to protect Q Sciences and the business opportunity for all Affiliates. Violations of the Policies are considered extremely serious and may subject an Affiliate to disciplinary action, at the sole discretion of Q Sciences. Q Sciences may attempt to address a violation by counseling the Affiliate; however, depending on the particular situation, more severe disciplinary measures may be required including, but not limited to, the following:

1. 1. Warning: issued to clarify or confirm the meaning and/or application of a specific Policy, advise that continued violation will result in further

disciplinary action, and direct that immediate corrective action be taken.

1. 1. Account Hold: a period of time in which an Affiliate’s account is frozen during an investigation of a possible Policy violation. During this time, the A Affiliate may sign up customers, or earn or be paid compensation through the Compensation Plan. Q Sciences will investigate the violation within a reasonable amount of time and release the hold upon a determination that the Affiliate’s conduct is not subject to further disciplinary action. Compensation that would have been earned by or paid to the Affiliate during the account hold period will be held in escrow by Q Sciences during the investigation period. These funds will be released to the Affiliate if and when it is determined that the Affiliate’s conduct is not subject to further disciplinary action.

1. 1. Suspension: A form of disciplinary action imposed for a defined period of time, or until certain specified conditions are met, under which an Affiliate is considered not in good standing due to violation of one or more of these Policies or other aspect of the Affiliate Agreement. During a suspension, the Affiliate’s account is frozen, and the Affiliate may not earn compensation. Compensation that would have been earned by or paid to the Affiliate during the suspension period is forfeited. Affiliate agrees that Q Sciences’ retention of such compensation is reasonable in the light of the anticipated or actual harm caused by Affiliate’s breach, the difficulties of proof of loss, and the inconvenience or non-feasibility of Q Sciences otherwise obtaining an adequate remedy for the breach.

1. 1. Probation: A specified period of time after completion of an investigation or suspension, during which an Affiliate’s conduct of his/her Q Sciences Business is closely monitored for compliance with these Policies. During a period of probation, an Affiliate’s account is open, but the Affiliate may be required to report to the Compliance department on his/her activities or behaviors.

1. 1. Cancellation: the complete cancellation of an Affiliate Agreement and revocation of the Affiliate’s rights by Q Sciences, including the right to receive any further compensation, whether accruing before or after the termination date, due to violation of one or more of these Policies or other aspect of the Affiliate Agreement. Upon cancellation, the Affiliate must immediately cease to represent himself or herself as an Affiliate.

SECTION 12: CANCELLATION OF A Q SCIENCES BUSINESS

1. Cancelling Your Q Sciences Business

A Q Sciences Business may be: (i) voluntarily cancelled by the Affiliate, (ii) involuntarily cancelled by Q Sciences, or (iii) cancelled for inactivity.

An Affiliate has the right to cancel the Agreement at any time. Cancellation must be submitted in writing to Compliance@QSciences.com or mailed to the company’s headquarters office at the address published on the Q Sciences website. The written notice must be titled “Notice of Cancellation” and include the Affiliate’s signature, printed name, and address. However, if an Affiliate is not in good standing with Q Sciences at the time Q Sciences receives notice of cancellation, the consequences of an involuntary cancellation (discussed below) may take effect.

An Affiliate’s breach of any of the terms of the Agreement may result in any

of the disciplinary actions in Section 11.2, including the involuntary cancellation of his or her Affiliate Agreement. Unless otherwise provided for in the cancellation notice issued by Q Sciences, cancellation shall be effective on the date on which written notice is mailed, faxed, emailed, or delivered to an express courier, to the A Affiliate’s last known physical or email address (or fax number), or to his/her attorney, or when the Affiliate receives actual notice of cancellation,

whichever occurs first.

1. Effect of Cancellation

So long as an Affiliate remains compliant with the terms of the Contract, including these Policies, the Affiliate shall be eligible to receive compensation, and only that compensation, provided in the Compensation Plan. Following an Affiliate’s

voluntary or involuntary cancellation of his or her Affiliate Agreement, an Affiliate shall receive commissions only for the last full pay period he or she

was active prior to cancellation (less any amounts withheld during an investigation preceding an involuntary cancellation or as a disciplinary sanction). The former Affiliate otherwise shall have no right, title, claim or interest to the marketing organization which he or she operated, or to any commission or bonus from the sales generated by the organization.

An Affiliate whose business is involuntarily cancelled may not reapply to become an Affiliate. In circumstances where cancellation occurs for other reasons, an Affiliate may reapply to become an Ambassador after three months.

Following an Affiliate’s cancellation of his or her Affiliate Agreement, the former Affiliate Ambassador shall not hold himself or herself out as a Q Sciences Affiliate.

Q Sciences Compensation Plan

View the PDF for our compensation plan here.