Blue Scorpion Affiliate-Customer Agreement

Preamble

This Agreement is entered into by and between Blue Scorpion, hereinafter referred to as the "Company," and the undersigned party, hereinafter referred to as the "Affiliate," collectively known as the "Parties."

Recitals

WHEREAS, the Company operates an Affiliate-Customer Program aimed at promoting and selling the Company's health and wellness products through an affiliate network;

WHEREAS, the Affiliate expresses a desire to participate in the Company's Affiliate-Customer Program, committing to promote the Company's products in alignment with the terms and conditions hereby stipulated;

THEREFORE, in recognition of the mutual agreements made herein, and in consideration of the mutual benefits and obligations set forth in this Agreement, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Tax Compliance and Reporting: The Affiliate, particularly those residing within the United States, is obligated to furnish their Taxpayer Identification Number (TIN) to the Company. This requirement facilitates the issuance of IRS Form 1099-MISC or any relevant tax documentation mandated by law. The Affiliate may utilize an IRS Form W-9 or a duly approved substitute form to comply with this provision.

2. Term and Termination: The effectiveness of this Agreement is contingent upon the Company's approval of the Affiliate's application, remaining valid until terminated by either Party. Termination may occur at any party's discretion, with or without cause, and necessitates written notification to the opposing party. Such termination shall not invalidate any due commission payments for transactions finalized before the termination.

3. Use of Affiliate Links: The Company shall provide the Affiliate with a personalized online link designed for tracking sales and commissions. The Affiliate is prohibited from sharing this link on public coupon/discount platforms or engaging in deceptive practices.

4. Obligations and Conduct: The Affiliate commits to: a. Endorse the Company's products within their network via social media and other communication channels; b. Uphold the Company's integrity and reputation by conveying accurate information and adhering to legal and ethical standards; c. Adhere to all applicable laws, regulations, and guidelines, including those pertaining to FTC disclosures and FDA regulations on health claims.

5. Compensation: The Affiliate is entitled to commissions for sales attributed to their affiliate link, with payments disbursed on a bi-weekly basis. The commission structure, determined by the Company, may be subject to modifications.

6. Social Media and Content: The Affiliate is encouraged to promote the Company's products in a manner that is unique, creative, and genuine. Unauthorized health claims or misrepresentations of the product's benefits are strictly prohibited, and FTC disclosure requirements must be observed.

7. IRS Form W-9 Certification: The Affiliate certifies the accuracy of their TIN and their exemption from backup withholding for the reasons outlined within this Agreement. The Affiliate confirms their status as either a U.S. citizen or a legal U.S. person, including any applicable FATCA reporting exemptions.

8. Compliance with Laws and Guidelines: The Affiliate agrees to comply with all applicable laws, regulations, and guidelines, including but not limited to the Federal Trade Commission (FTC) Endorsement Guides and data protection laws such as the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA).

9. Use of Intellectual Property: The Affiliate is granted a non-exclusive, non-transferable, revocable right to use the Company's trademarks, logos, and other intellectual property solely for the purpose of promoting the Company's products. All such uses must be pre-approved by the Company in writing.

10. Data Protection and Privacy: The Affiliate must ensure that all personal data collected is processed in accordance with applicable data protection laws. The Affiliate agrees to implement appropriate security measures to protect such data against unauthorized access or processing.

11. Misrepresentation and Brand Representation: The Affiliate shall not make any false or misleading representations regarding the Company's products or services. The Affiliate agrees to maintain high standards of ethics and integrity in promoting the Company's products, ensuring all promotional materials accurately reflect the Company's brand values.

Furthermore, the Affiliate is expressly prohibited from misleading their audience and customers by pretending to be the Company, either through representation, design, affiliate social media pages, or any other tactics that could be construed as impersonating the Company or misrepresenting the Affiliate's relationship with the Company. This prohibition includes but is not limited to creating materials or communications that could give the impression that the Affiliate is directly endorsed, operated, or managed by the Company itself, rather than as an independent contractor participating in the Affiliate Program.

Violations of this clause will result in immediate termination of this Agreement and may lead to legal action against the Affiliate for brand infringement, misrepresentation, and damages incurred by the Company due to such actions.

12. Compliance with FTC Guidelines: The Affiliate must clearly and conspicuously disclose their relationship with the Company in all promotional materials in accordance with FTC guidelines. Failure to comply with these guidelines will result in immediate termination of this Agreement and forfeiture of any accrued commissions.

13. Indemnification: The Affiliate agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with the Affiliate's breach of this Agreement, violation of laws, or infringement of third-party rights.

14. Dispute Resolution: Any disputes arising under this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in the state of Florida, and the decision of the arbitrator(s) shall be final and binding upon the Parties.

15. Termination: Either party may terminate this Agreement at any time, with or without cause, upon providing written notice to the other party. Upon termination, the Affiliate must cease all use of the Company's intellectual property and confidential information.

16. Modification of Agreement: The Company reserves the right to modify the terms of this Agreement at any time. Such modifications shall be communicated to the Affiliate in writing, and the Affiliate's continued participation in the Program following such notification will constitute acceptance of the modified terms.

17. Limitation of Liability: The Company shall not be liable for indirect, special, or consequential damages arising in connection with this Agreement or the Affiliate Program. The Company's total liability under this Agreement shall not exceed the total commissions paid or payable to the Affiliate.

18. Confidentiality: The Affiliate agrees not to disclose or use any confidential information received from the Company for any purpose outside the scope of this Agreement, both during and after the termination of the Agreement.

Execution

Acceptance and Agreement By electing to enroll in the Blue Scorpion Affiliate-Customer Program, you, the Affiliate, hereby acknowledge and affirm that you have thoroughly reviewed, fully understood, and unequivocally agree to all the terms and conditions contained within this Agreement. Your enrollment and participation in the Affiliate Program constitute a legally binding acceptance of these terms, and you affirm your commitment to adhere to and be bound by all provisions herein. This acceptance is deemed effective upon your initiation of the enrollment process and is reinforced by your active engagement and continued participation in the Program.