Vim & Vigor Affiliate Agreement

Effective Date: April 2025

PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY. This Affiliate Program Agreement (the “Agreement”) is entered into by and between Vim & Vigor, Inc., a California corporation (“Vim & Vigor,” “we,” “us,” or “our”), and you (“Affiliate” or “you”), the applicant. This Agreement governs your participation in the Vim & Vigor Affiliate Program (“Affiliate Program”).

By applying to the Affiliate Program and participating in it, you agree to comply with and be bound by the terms and conditions set forth herein. If you do not agree with any part of this Agreement, you may not participate in the Affiliate Program.

1. Eligibility and Enrollment

To be eligible for the Affiliate Program, you must:

• Be at least 18 years of age;
  
• Submit a complete and accurate affiliate application;
  
• Provide a valid and complete IRS Form W-9;
  
• Be approved by Vim & Vigor.

Upon approval, affiliates will receive access to program resources and a unique affiliate referral link. Vim & Vigor reserves the right to approve or reject any application at its sole discretion.

2. Definition of Vim & Vigor Products

For the purposes of this Agreement, "Vim & Vigor Products" shall refer to the following branded items offered by Vim & Vigor:
Collagenate®, CitriCare®, Herbal A+™, Whole Leaf Aloe Vera, Herbal Aloe Gel.

This definition may be amended from time to time to reflect updates or additions to the product line as determined by Vim & Vigor, LLC.

3. Commission Structure

• Affiliates will earn a 10% commission on the net sale price of eligible Vim & Vigor
  products purchased through their unique affiliate link. Net sales exclude taxes, shipping,
• Commissions will be tracked via cookies valid for 60 days.
  
• Commissions are paid monthly, provided the affiliate meets a minimum threshold of $100 in approved commissions.
  
• Payouts can be received either as cash (via Zelle) or redeemed as store credit for Vim & Vigor purchases. Redemption instructions will be provided. discounts, and handling fees.

4. Marketing and Promotion

Affiliates may promote Vim & Vigor using the tools and materials provided, including graphics, copy, and digital assets. Affiliates must:

• Comply with all applicable laws and regulations, including FTC endorsement guidelines;
  
• Not make unverified or misleading claims;
  
• Disclose their affiliate relationship clearly in all content;
  
• Not modify official materials without written permission.

5. Prohibited Affiliate Practices

The following practices are strictly prohibited:

5.1 Unauthorized Paid Advertising

• Bidding on branded or misspelled terms in PPC campaigns (e.g., “Vim & Vigor”);
  
• Creating ads that imply official affiliation or mislead users;
  
• Using URLs or copy to imitate Vim & Vigor.

5.2 Trademark Misuse

• Using Vim & Vigor trademarks or branding without permission;
  
• Creating domains similar to or easily confused with official Vim & Vigor properties;
  
• Registering domains using variations of Vim & Vigor brand names.

5.3 Coupon Abuse

• Promoting unauthorized or expired coupons;
• Posting deceptive coupon offers;
  
• Stacking discounts without permission.

5.4 Cookie Stuffing

• Triggering affiliate cookies without valid user interaction;
• Using scripts or redirects to falsely generate commissions

5.5 Unsolicited Messaging

• Sending spam emails or unsolicited messages;
  
• Violating CAN-SPAM, GDPR, or related laws.

5.6 False or Misleading Content

• Posting fake reviews;
  
• Making unauthorized health or medical claims

5.7 Incentivized Traffic

• Offering financial or other incentives to encourage purchases, without prior approval.

5.8 Malicious Technology

• Deploying spyware, adware, or malware with affiliate links.

5.9 Competing Storefronts

• Operating a website that mimics Vim & Vigor’s design or branding in a deceptive way.

5.10 Prohibited Resale Channels

• Listing Vim & Vigor products on third-party marketplaces such as Amazon, eBay, Etsy, Walmart Marketplace, Facebook Marketplace, or similar platforms;
  
• Purchasing through your own affiliate link to resell;
  
• Using unauthorized paid ads targeting Vim & Vigor terms

Violation of these terms may result in:

• Immediate termination of your account;
  
• Forfeiture of any unpaid commissions;
  
• Legal action to protect Vim & Vigor’s intellectual property and MAP policy

5.11 Confidentiality

Affiliates agree to maintain the confidentiality of any proprietary or sensitive information
provided by Vim & Vigor, including:

• Internal marketing assets;
  
• Pricing or discount structures;
  
• Customer data or analytics;
• Product formulations or development plans;
  
• Business strategies or internal communications

Affiliates shall not copy, reproduce, disclose, or use any confidential or proprietary information for any purpose other than in direct support of their participation in the Affiliate Program.

Affiliates may not use confidential information to benefit any competing business, create
competing products, or repurpose Vim & Vigor’s materials outside of this program.

Any unauthorized use, disclosure, or retention of such information will be grounds for immediate termination of the affiliate account and may result in legal action, including injunctive relief or claims for damages.

5.12 Audit Rights

Vim & Vigor reserves the right to audit an affiliate’s promotional activities, content, and traffic sources at any time to ensure compliance with this Agreement. Affiliates agree to cooperate fully with any audit request, including providing access to records, campaign data, and traffic sources used in connection with the Affiliate Program.

Failure to comply with an audit request, or any attempt to obstruct or mislead during an audit, will constitute a material breach of this Agreement and may result in immediate termination and forfeiture of commissions.

6. Violation Consequences

Violations of this Agreement may result in:

• Account suspension or permanent termination;
  
• Forfeiture of unpaid or pending commissions;
  
• Legal proceedings in cases of fraud or brand damage.

7. Commission Payments

• Payments are issued monthly on validated sales.
  
• Minimum payout threshold is $100.
  
• Affiliates are solely responsible for paying any applicable taxes on commissions earned.

8. Returns and Chargebacks

Commissions are only paid on completed, non-refunded transactions. In the event of a product return or chargeback:

• The corresponding commission will be reversed or deducted from future payouts;
  
• Vim & Vigor may issue an invoice for overpaid commissions if necessary.

9. Sales Tax Compliance

Vim & Vigor is responsible for collecting and remitting all applicable sales tax. Affiliates are not required to manage or report sales tax on Vim & Vigor’s behalf.

10. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any
partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this Section.

11. Term and Termination

1. Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
   
2. Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
   
3. Termination for Agreement Changes. If we update or replace the terms of this
   Agreement, you may terminate this Agreement on five (5) days written notice to us,
   provided that you send us written notice within ten (10) days after we send you notice of the change.
4. Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’
   notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms, including if you default on your payment obligations to us, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
5. Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Solutions Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s future purchases to be terminated.

12. Amendments

We may update and change any part or all of this Agreement, including replacing it in its
entirety. If we update or change this Agreement, the updated Agreement will be made available to Affiliates by email or through the affiliate tool dashboard. Continued participation in the program constitutes acceptance of the updated terms. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. 

13. Limitation of Liability

To the fullest extent permitted by law, Vim & Vigor shall not be liable for indirect, incidental, special, or consequential damages, or any loss of revenue or profits arising from this Agreement or the Affiliate Program.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute shall be resolved in the state or federal courts located in Los Angeles County, California, and both parties consent to exclusive jurisdiction therein.

15. Contact

If you have questions about this Agreement or the Affiliate Program, please contact us at:
support@vimandvigor.com

Acknowledgement

By submitting your application and participating in the Vim & Vigor Affiliate Program, you
acknowledge that you have read, understood, and agree to be bound by the terms of this
Agreement.