THERAMONE HEALTH LLC AFFILIATE PROGRAM OPERATING AGREEMENT

Updated March 2025

This Affiliate Marketing Agreement ("Agreement") is entered into by and between Theramone Health, LLC ("we," "us," or "Theramone") and the applicant ("Affiliate"). By submitting an application or participating in the Theramone Affiliate Program, you agree to be bound by the terms and conditions outlined below.

1. Agreement Overview

This Agreement governs participation in the Theramone Affiliate Program. Affiliates may promote MonaLean and other approved products (“Offers”) that direct traffic to specific websites (“Program Websites”). Each Offer may include additional terms that are incorporated herein.

2. Enrollment Process

2.1. Application

Affiliates must submit a complete and accurate application.
Theramone reserves the sole right to approve or reject applications for any reason.

2.2. Approval and Access

Theramone will notify Affiliate of acceptance or rejection into the program.
Approved Affiliates will receive access to promotional materials ("Links") and may begin marketing approved Offers.
Unique tracking links will be assigned for commission attribution purposes.

3. Obligations of Theramone

3.1. Materials Provided

Theramone will provide Affiliates with marketing materials, including text links, banners, and other creative assets.
These materials must be used without modification unless otherwise approved.

3.2. Commission Payments

Affiliates will earn a commission based on Qualified Actions (completed purchases through their unique links).
A Qualified Action is defined as:
- A real person who accesses the Program Website via an Affiliate’s Link.
- Completes all required fields and purchases a product.
- Is not a duplicate, fraudulent, or pre-populated transaction.
Payments will be issued monthly, one month after the ending calendar month, if commissions exceed $50. We do not pay out commissions of lower than $50, but lower balances will roll over.
Commissions will be paid only if Theramone has received cleared funds from the sale. If there are payment processing delays, chargebacks, or unexpected business conditions, Theramone reserves the right to temporarily delay payments for up to 90 days. Affiliates will be notified in such cases.

3.3. Tracking & Disputes

Theramone will track all Qualified Actions and determine commissions.
If an Affiliate disputes a commission, they must submit a written request within 30 days of the payment date.
If Theramone and Affiliate’s tracked actions differ by more than 10%, good-faith reconciliation efforts will be made.

4. Obligations of the Affiliate

4.1. Media Compliance

Affiliates are responsible for ensuring compliance with all laws, policies, and ethical marketing standards. Affiliates must only use marketing claims and promotional materials approved by Theramone. Any unapproved claims, including health benefits, weight loss promises, or unverified statements, are strictly prohibited. Affiliates agree to comply with all applicable FDA and FTC guidelines. The following are strictly prohibited:

False or misleading claims about MonaLean or other Theramone products.
Medical claims beyond approved marketing statements.
Bidding on Theramone or MonaLean-related keywords in paid search campaigns (Google Ads, Facebook Ads, etc)
Use of Theramone’s trademarks in paid search campaigns (Google Ads, Bing Ads, etc.).
Pop-ups, pop-unders, or forced clicks that falsely generate traffic.
Unapproved placements on auction platforms (eBay, Amazon, etc.).
Deceptive or unauthorized endorsements.

Any violation may result in an immediate 30-day commission freeze and possible termination of the affiliate account. Theramone reserves the right to retroactively revoke commissions from any unauthorized paid search traffic.

4.2. Limited License & Intellectual Property

Affiliates may not alter or modify any Theramone branding, creative, or materials.
Affiliates may not create derivative logos, marketing materials, or content that imitates or modifies Theramone’s brand identity.
Affiliates may not register domain names, social media handles, or advertising accounts using Theramone’s name or variations.
Affiliates may not create websites, social media accounts, or advertisements that impersonate Theramone or suggest an official partnership beyond this affiliate program. Affiliates may not use terms such as ‘official’, ‘exclusive’, or any branding elements that mislead consumers.
Unauthorized use of Theramone’s trademarks or intellectual property may result in immediate termination.

4.3. Social Media & Advertising Rules

Affiliates cannot comment on Theramone’s official posts (including ads) with referral links.
Direct messaging users from Theramone’s social media ads is strictly prohibited.
Affiliates must disclose their relationship with Theramone using #ad, #sponsored, or another FTC-compliant disclosure.

5. Payment Terms & Qualified Actions

Earned Commissions:

- Commissions earned during the calendar month (ie. Jan 1-31 etc) will be attributed to the affiliate dashboard and viewable in real time.

- Purchases without the affiliate code/link, or that are canceled, refunded, or returned will not be attributed to the affiliate.
Chargebacks & Refunds:
- Theramone reserves the right to deduct commissions for returned or fraudulent transactions. Theramone reserves the right to withhold, delay, or reverse commissions if fraudulent or suspicious activity is detected. Fraudulent activity includes, but is not limited to, self-referrals, bot-generated traffic, use of misleading marketing, and manipulation of tracking links. Theramone retains full discretion in determining fraud. Theramone retains sole discretion to terminate any affiliate engaging in fraudulent activities and withhold all unpaid commissions associated with such activities.
Reconciliation:
- If discrepancies exist between Theramone and Affiliate’s tracking data, Affiliates must submit reports within 3 days after the close of the month.

6. Confidentiality

"Confidential Information" includes Theramone’s business plans, pricing, marketing strategies, and affiliate performance data.
Affiliates may not disclose any Confidential Information to third parties.
Any breach of confidentiality may result in immediate termination and potential legal action from Theramone to recover any and all potential damages.

7. Compliance & Prohibited Activities

Affiliates must comply with all applicable data privacy regulations, including GDPR (for EU users) and CCPA (for California users). Affiliates may not collect, store, or share user data without obtaining explicit consent and ensuring compliance with data protection laws.
Affiliates must strictly comply with CAN-SPAM laws for email marketing.
Click fraud, automated scripts, and artificial engagement methods are prohibited.
Theramone reserves the right to withhold commissions for fraudulent activities.
Affiliates may not use Theramone’s confidential information, customer data, or marketing strategies to create or promote a competing weight loss, wellness, or supplement brand for 12 months following termination. Any violation will result in legal action, including but not limited to injunctive relief, damages, and repayment of commissions earned in the last 12 months.

8. Termination & Suspension

Affiliate accounts may be terminated for violations of this Agreement.
Suspension Actions:
- 1st Violation: Warning Commission hold
- 2nd Violation: 30-day account suspension loss of commissions
- 3rd Violation: Permanent termination
Upon termination, Affiliates must remove all Theramone-related materials immediately.

9. Limitation of Liability & Indemnification

Theramone does not guarantee earnings, and commissions are based solely on Qualified Actions.
Theramone is not responsible for losses due to tracking errors, force majeure events, or third-party service failures.
Indemnification:
- Affiliate agrees to defend, indemnify, and hold harmless Theramone against any and all legal claims arising from Affiliate’s marketing activities.

10. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of the State of Utah.
Any disputes shall be resolved through binding arbitration in Salt Lake City, Utah. Affiliates waive any right to file lawsuits against Theramone in any jurisdiction outside of Utah.
In the event of litigation, the prevailing party shall be entitled to recover attorneys’ fees and arbitration costs.

11. Modifications

Theramone reserves the right to modify this Agreement at any time with prior notice.
Continued participation in the Affiliate Program constitutes acceptance of changes.

12. Acknowledgment & Acceptance

By applying to the Theramone Affiliate Program, Affiliate affirms they have read and agree to this Agreement independently. If an individual applies on behalf of a business entity, they represent that they have the legal authority to bind such entity.

Updated March 2025