Affiliate Program Agreement

The Vitals Vault Affiliate Program allows approved affiliates to earn commissions by promoting Vitals Vault products and services through unique referral links provided via the First Promoter platform. This Agreement governs your participation in the Program and shall remain in effect for a period of one (1) year from the date of your enrollment approval, automatically renewing for successive one-year terms unless terminated by either party.

Participation in the Program is by application only. We reserve the right to accept or reject any application at our sole discretion. Approval may be revoked at any time if you violate the terms of this Agreement.

Commission Rate

Up to 10% of the net sale price for each qualifying transaction, or as specified in your individual partner agreement.

Qualifying Transaction

A completed purchase made by a new customer referred through your unique affiliate link, where the order is not subsequently refunded, cancelled, or charged back.

Cookie Duration

30 days from the date the referred visitor clicks your affiliate link.

Average Order Value

$400+ (actual order values may vary).

Tiered Commissions

The Company may, at its discretion, offer tiered commission rates based on performance. Any such tiers will be communicated to you in writing.

Payment Schedule

Commissions are paid monthly, on or around the 15th of each month, for commissions earned in the prior calendar month.

Minimum Payout

$50 USD. If your balance is below the minimum threshold, it will roll over to the next payment period.

Payment Method

PayPal, bank transfer, or another method as agreed upon and supported by the First Promoter platform.

Holdback Period

Commissions are subject to a 30-day holdback period from the date of the qualifying transaction to account for potential refunds or chargebacks.

Currency

All commissions are calculated and paid in US Dollars (USD).

If a referred customer requests a refund or initiates a chargeback, the corresponding commission will be deducted from your account. If a commission has already been paid, the amount will be deducted from future earnings. The Company reserves the right to withhold payment if excessive refund or chargeback rates are detected.

6.1 Permitted Activities

• Sharing your unique referral link on your website, blog, email newsletter, or social media channels.
• Creating honest, accurate content about Vitals Vault products and services.
• Using Company-approved marketing materials, images, and copy.

6.2 Prohibited Activities

• Bidding on Vitals Vault branded keywords (including "Vitals Vault," "VitalsVault," or misspellings) in paid search campaigns (Google Ads, Bing Ads, etc.).
• Making false, misleading, or unsubstantiated health claims about our products.
• Sending unsolicited bulk email (spam) or using any form of spamware.
• Using cookie stuffing, ad injection, or any other deceptive tracking methods.
• Representing yourself as an employee or official representative of Vitals Vault.
• Promoting Vitals Vault on coupon, deal, or cashback websites without prior written approval.
• Purchasing through your own affiliate link (self-referrals).
• Any promotion that violates applicable laws or regulations, including FTC disclosure requirements.

You must comply with all applicable Federal Trade Commission (FTC) guidelines regarding endorsements and testimonials. You must clearly and conspicuously disclose your affiliate relationship with Vitals Vault in any content where you promote our products.

The Company grants you a limited, non-exclusive, non-transferable, revocable license to use Vitals Vault trademarks, logos, and approved marketing materials solely for the purpose of promoting the Program. You may not alter, modify, or create derivative works of our brand assets without prior written approval. All intellectual property rights remain with the Company.

You grant the Company a limited, non-exclusive license to use your name, likeness, and approved promotional content for the purposes of promoting the Program, subject to your prior written approval.

The compensation under this Agreement has not been determined in a manner that takes into account the volume or value of any patient referrals or business otherwise generated between the parties. No part of any compensation is intended to be, nor shall it be construed as, an inducement or reward for the referral of patients or the ordering of any health-related service.

Both parties shall comply with all applicable healthcare laws and regulations, including but not limited to the federal Anti-Kickback Statute (42 U.S.C. 1320a-7b), state anti-kickback and fee-splitting statutes, and the Health Insurance Portability and Accountability Act (HIPAA). You shall not receive any compensation arising from or relating to a referred member signing up for third-party laboratory services independent of a Vitals Vault program.

You agree to keep confidential any non-public information provided to you in connection with the Program, including but not limited to commission rates, conversion data, marketing strategies, and customer information. This obligation survives termination of this Agreement for a period of five (5) years.

Term

This Agreement begins on the date of your enrollment approval and continues for one (1) year, automatically renewing for successive one-year terms unless terminated.

Termination by Affiliate

You may terminate this Agreement at any time by providing 30 days written notice to the Company and ceasing all promotional activities.

Termination by Company

We may terminate this Agreement or suspend your account at any time, with or without cause, upon 30 days written notice to you. Immediate termination without notice may occur in cases of fraud, legal violations, or material breach.

Effect of Termination

Upon termination, all unpaid commissions above the minimum payout threshold that have cleared the holdback period will be paid within 30 days. You must immediately remove all affiliate links and Company marketing materials from your channels. Both parties shall cease using the other party's trademarks and marketing materials within a reasonable timeframe.

To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement or the Program. The Company's total liability under this Agreement shall not exceed the total commissions paid to you in the six (6) months preceding the claim.

You agree to indemnify, defend, and hold harmless Vitals Vault Inc., its officers, directors, employees, and agents from and against any claims, damages, losses, or expenses (including reasonable attorney's fees) arising from your breach of this Agreement, your promotional activities, or your violation of any applicable law or regulation.

The Company reserves the right to modify any terms of this Agreement, including commission rates, cookie duration, and payment terms, at any time. Changes will be communicated to you via email at least 14 days before they take effect. Your continued participation in the Program after the effective date of any changes constitutes acceptance of the updated terms.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in Delaware.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.