Affiliate Program Terms & Conditions

BY CLICKING “I AGREE,” CHECKING A RELATED BOX TO SIGNIFY ACCEPTANCE, USING ANY OTHER ACCEPTANCE PROTOCOL PRESENTED THROUGH THE TRACKING AND PAYMENT PLATFORM (DEFINED BELOW), OR OTHERWISE AFFIRMATIVELY ACCEPTING THIS AGREEMENT, YOU REPRESENT AND WARRANT THAT: (A) YOU ARE AT LEAST 18 YEARS OF AGE; (B) YOU ARE DULY AUTHORIZED TO ENTER INTO AND BIND THE PARTNER TO THIS AGREEMENT; AND (C) YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT ON BEHALF OF THE PARTNER. IF YOU DO NOT AGREE TO THESE TERMS, YOUR SOLE REMEDY IS TO DISCONTINUE PARTICIPATION IN THE PROGRAM.

These Affiliate Program Terms and Conditions (this “Agreement”) are entered into by and between Orderly Meds LLC (“Company” or “We”) and the individual or entity enrolling in the Program (the “Partner” or “You”).

The Company reserves the right to update or modify this Agreement at its discretion without prior notice, except as otherwise provided herein. Any new features that enhance or extend the Program, including the release of new tools and resources, will be subject to this Agreement. Continued participation in the Program after any such modifications constitutes your acceptance of the changes. The most current version of this Agreement is available at: https://orderlymeds.com/affiliate-program/terms-conditions/. Notwithstanding the foregoing, the Company will provide at least thirty (30) days’ prior written notice of any material changes to the fee rate structure or payment thresholds applicable to active Partners. Fees earned prior to the effective date of any such material change will be calculated in accordance with the terms in effect at the time the Qualified Marketing Event occurred.

Violation of any of the terms of this Agreement may result in termination of your account and forfeiture of fees, as further described in Section 12. You acknowledge and agree that your participation in the Program is at your own risk.

“Program” means the Orderly Meds LLC Affiliate Program, including all associated features, tools, resources, and activities made available to Partners under this Agreement, as may be updated or modified by the Company from time to time.

1. Account Terms Overview

To participate in the Program, you must agree to the following terms:

Eligibility & Account Integrity

  • Minimum Age: You must be at least 18 years of age to enroll in the Program.
  • Human Participation Only: Account creation via bots, automation tools, or AI agents is strictly prohibited.
  • One Account Per Entity: You may only maintain one account. Operating multiple accounts under the same person or business entity is not allowed.
  • Account Ownership: Accounts may not be transferred, sold, sublicensed, or shared without prior written approval from Company.
  • Login Security: Each account login may only be used by one individual. Shared credentials or team access under a single login are prohibited.
  • Account Responsibility: You are fully responsible for all activities conducted through your account and for maintaining the confidentiality of your credentials.
  • Inactivity Policy: Accounts with no affiliate activity (clicks, conversions, or logins) for 12 months may be considered dormant. Company reserves the right to deactivate such accounts and forfeit unpaid Fees, unless otherwise agreed in writing.
  • Sub-Affiliates: Unless expressly authorized by Company in writing, which approval may be granted or withheld in Company’s sole discretion on a case-by-case basis, you may not recruit, enroll, compensate, or otherwise engage sub-affiliates or other third parties to participate in or generate referrals under the Program on your behalf. Any unauthorized multi-tier or sub-affiliate arrangement is strictly prohibited and shall constitute grounds for immediate termination and forfeiture of all accrued Fees.

2. Verification & Documentation

  • Required Information: You must provide your legal full name, a valid email address, a physical mailing address, and any other information requested during onboarding or audits.
  • Identity Verification: We reserve the right to request additional verification documents, such as a government-issued ID, SSN, TAX-ID, W-8, W-9, or business registration records, especially before processing Fee payments.
  • Location Disclosure: You must disclose your accurate country and region of operation at the time of enrollment and promptly update Company if your country or region of operation changes. You are solely responsible for compliance with all local, national, and international laws applicable to your jurisdiction and business activities, including any laws governing online marketing, data privacy, consumer protection, and Partner or referral programs. Notwithstanding the foregoing, you acknowledge and agree that the Program is operated solely for the U.S. market and that Company’s products and services are available exclusively to customers located within the United States. Regardless of your country of residence or operation, you may not direct marketing, promotional content, or Partner links toward consumers located outside the United States, and you may not represent, expressly or by implication, that Company’s products or services are available in any jurisdiction outside the United States. International Partners (i.e., those located outside the United States) must submit a valid W-8BEN or equivalent tax form prior to receiving any payment under this Agreement. Company reserves the right to restrict or terminate participation in the Program by Program located in any jurisdiction at its sole discretion, including where applicable law would impose obligations or restrictions on Company incompatible with the Program.

3. Partner Relationship & Conduct

  • Independent Contractors: This Agreement does not create any partnership, joint venture, employment, or other agency relationship between Company and Partner. It is understood that Partner’s status hereunder is that of an independent contractor. Partner may not enter into any contract on Company’s behalf or bind Company in any way.
  • No Misrepresentation: You may not claim to be an employee, developer, official representative, or agent of Company. You may not imply endorsement, co-branding, sponsorship, or exclusive affiliation beyond the scope defined in these Terms.
  • Use of Materials: Your rights to use Company-provided promotional materials are governed exclusively by Section 18 of this Agreement, which is incorporated herein by reference. You must use any guides or content provided by Company only as instructed by Company and with no modifications. You must immediately upon the request of Company remove and stop using any content related to Company, including any links and Company trademarks.
  • Data Protection: You are responsible for implementing appropriate data protection practices and for disclosing any use of cookies, tracking technologies, or third-party advertising as required by law.

4. Prohibited Activities

  • You agree not to engage in any activities that may harm Company’s reputation or business interests. This includes, but is not limited to, the use of deceptive or misleading advertising, false or unsubstantiated claims about Company’s services or any GLP-1 or other prescription medication offered through Company’s telehealth platform, or any form of spam or unsolicited commercial email. Without limiting the foregoing, you are expressly prohibited from:
    • Targeting advertising to individuals who are minors or to populations that may be particularly vulnerable to misleading health claims.
    • Offering, paying, soliciting, or receiving any form of remuneration – beyond the Fee structure established under this Agreement – that could constitute an unlawful inducement under applicable healthcare fraud and abuse laws.
    • Using spyware, adware, or parasiteware techniques to divert traffic to Company’s website.
    • Engaging in phone marketing, cold-calling, or any direct telephonic solicitation.
    • Engaging in or facilitating fraudulent clicks on any affiliate links or otherwise artificially inflating traffic, click-through, or conversion metrics.
    • Operating parked domains or banner farms in connection with the Program.
    • Transmitting or exposing to any virus, malware, Trojan horse, worm, time bomb, or other harmful or disabling code or software.
    • Operating a “fake blog,” “flog,” or any website or other platform that purports to provide unbiased, neutral, or objective information about Company’s products or services but is in fact part of a paid marketing campaign without proper and conspicuous disclosure.
    • Operating a review site that purports to provide unbiased or neutral reviews but accepts incentives in exchange for better rankings, recommendations, or reviews without disclosure.
    • Publishing or distributing any content directed primarily at users under the age of 18 in connection with the Program.
    • Engaging in cookie stuffing or any practice of depositing Partner tracking cookies on a user’s device other than as a direct result of that user’s affirmative click on a properly formatted Link.
    • Using forced redirects or any automated mechanism to generate clicks or conversions without the user’s affirmative initiation.
    • Offering or providing incentives, rewards, cash, prizes, or any other inducement to users in exchange for clicking a Link or completing a referral action, without Company’s prior written approval.
    • Creating, registering, or operating websites, domains, or social media accounts that impersonate or could reasonably be confused with Company or any Company website or platform.
    • Creating, registering, or operating any website, domain, or social media account that impersonates, mimics, or could reasonably be confused with a competitor of Company or any competitor’s website or platform, where the purpose or effect of such site or account is to redirect, funnel, or divert users to Company’s website or any Company-affiliated platform.
    • Publishing or distributing any content that contains adult, sexually explicit, or pornographic material in connection with the Program.
    • Publishing or distributing any content that constitutes hate speech or discriminatory content based on race, sex, gender, religion, nationality, ethnic origin, disability, sexual orientation, age, or other protected status.
    • Sharing, disclosing, distributing, or otherwise making available to any third party any confidential or proprietary information of Company, including but not limited to fee schedules, internal program metrics, marketing strategies, product pricing, customer data, or any other non-public information obtained through your participation in the Program, without Company’s prior written consent.
    • Publishing, submitting, or distributing any endorsement or testimonial about Company’s products or services that does not genuinely reflect your honest opinion, findings, beliefs, or experience. Where any endorsement or testimonial is based on personal experience, you may not present it in a manner that is deceptive or misleading or that does not accurately reflect your actual use of and results with the relevant product or service.
  • Direct Competitors: While you are enrolled in the Program, you agree not to simultaneously participate as an affiliate, partner, promoter, or paid marketing representative for any directly competing telehealth weight management or GLP-1 prescription service without Company’s prior written consent. For purposes of this provision, a “directly competing service” means any telehealth platform that primarily offers GLP-1 medications (including semaglutide, tirzepatide, or similar compounds) as a core service offering. Nothing in this provision shall prevent you from promoting non-competing health, wellness, or lifestyle products or services. You further agree not to share, disclose, or otherwise make available to any directly competing service, or any representative, employee, or agent thereof, any information relating to the Program, including but not limited to fee structures, fee schedules, promotional strategies, affiliate tools, tracking methodologies, or other Program materials or know-how, during the Term and at all times thereafter in perpetuity.
  • Prescription Drug & Medical Claims Restriction: You may not make any health, medical, therapeutic, or clinical claims about Company’s products or services – including any GLP-1 medications (e.g., semaglutide, tirzepatide, or any other prescription drug offered through the Program). Without limiting the foregoing, you may not:
    • Represent that a GLP-1 prescription or any other prescription medication is guaranteed, easy to obtain, or available without a proper medical evaluation.
    • Use language or imagery that minimizes the medical nature of GLP-1 therapy or suggests that weight loss results are guaranteed or typical.
    • Make off-label claims about any prescription medication offered through the Program.
    • Claim or imply that any medication is guaranteed to produce specific weight loss outcomes or clinical results.
    • Compare the efficacy or safety of any medication offered through the Program against other drugs, treatments, or brands.
    • Use before-and-after content, patient testimonials, or case studies in a manner that implies guaranteed or typical results.
    • Make any claim that could be construed as medical advice or a substitute for consultation with a licensed healthcare provider. Any unauthorized claims are strictly prohibited and grounds for immediate termination and forfeiture of all accrued Fees.
  • Compounded GLP-1 Advertising Standards: In addition to the general restrictions set forth above, the following standards apply specifically to any marketing, promotional, or advertising content relating to compounded GLP-1 medications (including, without limitation, compounded semaglutide, tirzepatide, or any other compounded prescription medication offered through the Program).
    • Prohibited Claims: You are expressly prohibited from making or implying any of the following claims or representations in connection with compounded GLP-1 medications offered by the Company:
      • FDA Approval, Safety, or Efficacy Claims: You may not state or imply that any compounded GLP-1 medication is “FDA-approved,” “FDA-cleared,” or “FDA-reviewed,” or that any compounded GLP-1 medication has been proven safe, effective, or clinically validated. You may not cite or reference clinical trials conducted for branded GLP-1 drugs (including, without limitation, Wegovy®, Zepbound®, or Mounjaro®) to support any claims about compounded versions of such medications.
      • Equivalence or Superiority to Brand-Name Drugs: You may not claim or imply that any compounded GLP-1 medication is the “same as,” “equivalent to,” or “better than” any FDA-approved GLP-1 medication, or that any compounded medication is a generic version of, or an alternative to, Wegovy®, Ozempic®, Zepbound®, or Mounjaro®, or that any compounded medication contains the “same active ingredient” as any such branded product in a manner that implies therapeutic interchangeability or equivalence of safety or efficacy.
      • Weight Loss or Clinical Outcome Claims: You may not promise or reference: (a) specific or guaranteed weight loss amounts or percentages (e.g., “lose 15-20% body weight”); (b) specific timelines for weight loss (e.g., “lose weight in 12 weeks”); (c) medical outcomes, including claims that any compounded GLP-1 medication treats obesity, diabetes, or insulin resistance; (d) that any compounded GLP-1 medication is “clinically proven”; (e) that results from any compounded GLP-1 medication are identical to those of branded GLP-1 medications; or (f) that there is “no difference” between any compounded medication and any FDA-approved drug.
      • Side-Effect Reduction or Enhancement Claims: You may not claim that any compounded GLP-1 medication reduces or eliminates side effects (including, without limitation, nausea, fatigue, or anxiety), or that any compounded GLP-1 medication has been modified with additives (including, without limitation, B6, B12, or glycine) to improve tolerability or clinical outcomes, unless such claims are expressly authorized in writing by Company and supported by competent and reliable scientific evidence.
      • Misleading Personalization Claims: You may not use terms such as “personalized,” “customized,” or “tailored” in connection with any compounded GLP-1 medication unless the formulation is genuinely individualized per prescription and clinically documented as such. You may not market mass-produced compounded GLP-1 medications as personalized or individually customized therapies.
      • Improper Brand References: You may not: (a) use images of branded injection pens, branded packaging, or other branded materials in connection with the promotion of any compounded GLP-1 medication; (b) reference brand names of FDA-approved GLP-1 drugs in a manner or with a frequency that implies affiliation with or endorsement by the manufacturer of such branded drugs; or (c) use any third-party trademark without appropriate nominative fair-use context, including proper trademark symbols and explicit non-affiliation disclaimers.
      • Regulatory or Quality Overstatements: You may not state or imply that any compounding pharmacy or facility used in connection with the Program is “FDA compliant,” “FDA licensed,” “FDA approved,” or “FDA endorsed,” or that any such facility operates under “higher standards than big pharma,” or that any compounded medication “exceeds FDA requirements.” Any statements regarding compounding pharmacy qualifications must be factually accurate and not misleading.
  • Advertising & Traffic Restrictions: To protect the Company brand and ensure channel fairness, the following advertising and traffic restrictions apply. Violation of any of the following may result in immediate termination and forfeiture of all Fees:
    • PPC Bidding Restrictions: You may NOT bid on any Company-branded terms (including but not limited to variations like “orderly meds”, “orderlymeds”, “orderly wellness”, “orderly”) through Google Ads, Bing Ads, or any paid search platform. You must also employ “negative keywords” directing each such search engine not to display any of your advertisements in response to search queries that include any Company-branded terms, or any misspelling or close variation thereof. Company reserves the right to modify, expand, or introduce additional PPC bidding restrictions at any time.
    • Direct Linking Prohibited: You may NOT send traffic from AdWords, Bing Ads, or any keyword-based PPC campaign directly to orderlymeds.com. All paid traffic must first land on your own domain. Additionally, you may not use any Company domain, trademark, or any misspelling or close variation thereof as a display URL or destination URL in any paid search campaign or advertisement.
    • Coupon/Discount SEO Restrictions: You may NOT optimize or intentionally rank content for search queries such as:
      • “Company coupon”
      • “Company discount”
      • “Company deals”
    • If You Rank Unintentionally
      • Option 1: Delete or de-index the page from all search engines.
      • Option 2: Remove all promotional codes, affiliate links, and references to benefits or discounts.
    • Neutral Language Requirement: If you retain any such page (e.g., a product review), it must be informational in nature. You may NOT imply any customer benefit, guaranteed savings, or incentive linked to your Partner code.
    • Link Masking/Cloaking: Masking, redirecting, or obfuscating the source of Partner traffic using cloaking tools is prohibited unless explicitly approved by Company.
  • Pricing, Marketplace, and Coupon Restrictions:
    • MAP Compliance: You may not advertise, promote, or display any price for Company’s products or services that differs from the price listed by Company on its official website or in Company-approved marketing materials (the “Listed Price”). You must not represent, suggest, or imply that Company’s products or services are available at a discount, reduced rate, or any price other than the Listed Price, unless Company has expressly authorized such a promotion in writing. Any Partner found advertising a price other than the Listed Price without prior written authorization from Company may be subject to immediate removal from the Program and forfeiture of all accrued Fees. Company reserves the right to update Listed Prices at any time, and it is your sole responsibility to ensure that any pricing information displayed on your site, emails, or other communications reflects the then-current Listed Price.
    • Products Outside of US: As set forth in Section 2 of this Agreement, you must not state or imply that Company products or services are available to customers outside the United States.
    • Marketplace Sales Prohibited: You may not list, resell, or promote Company products on third-party marketplaces (e.g., Amazon, eBay, Walmart) without prior written authorization.
    • Coupon Site Restrictions: Partners may not submit coupon codes to coupon/deals websites (e.g., RetailMeNot, Coupon Cabin) unless pre-approved. Posting codes in publicly searchable formats is strictly prohibited.
  • Protected Health Information Prohibition: Regardless of whether you are a healthcare provider, healthcare professional, or otherwise subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations, you are strictly prohibited from using, disclosing, accessing, collecting, or incorporating any protected health information (“PHI”), as defined under HIPAA, for any purpose whatsoever in connection with the Program. Without limiting the foregoing, you agree to the following:
    • You are strictly prohibited from using, disclosing, or incorporating any PHI in any Partner marketing activities, including but not limited to testimonials, case studies, before-and-after content, or patient stories. No patient authorization, however obtained, shall permit any such use of PHI in connection with the Program.
    • You must ensure that any platform, tool, or technology you use in connection with your Partner marketing activities complies with applicable HIPAA requirements where patient information may be involved.
    • You are strictly prohibited from using PHI, in any form or manner, to target, retarget, segment, identify, or otherwise reach potential or existing customers in connection with the Program.
    • Any breach or suspected breach of patient confidentiality arising from your Partner marketing activities is your sole responsibility, and you agree to indemnify, defend, and hold harmless Company from any claims, liabilities, penalties, or expenses arising therefrom. Nothing in this Agreement shall be construed to require or encourage any violation of HIPAA or any other applicable patient privacy law.

Company reserves the right to take legal action against any Partner engaged in prohibited activities. The consequences of violations, including account suspension, termination, and forfeiture of Fees, are governed by Section 12 of this Agreement.

5. Partner Fees and Payment

  • Qualified Marketing Events: To be eligible for a marketing services fee (“Fee” or “Fees”), a transaction must constitute a “Qualified Marketing Event,” defined as a marketing activity that satisfies all of the following: (i) the activity results in a new customer who has not previously transacted with Company and who completes the checkout process in full; (ii) a purchase or consultation is completed and verified; (iii) payment is successfully received by Company; and (iv) no refund, cancellation, or chargeback is initiated within the applicable clawback period. Company’s determination as to whether a marketing activity constitutes a Qualified Marketing Event, and the applicable transaction type and fee designation, shall be made in its sole discretion and shall be final.

For a marketing activity to be eligible to generate a Fee, the customer must click through a Link from your site, email, or other communications to orderlymeds.com and complete an order during that session. You must include your Link directly within the content through which you are promoting Company’s products or services. Failure to include your Link in the applicable content will render the activity ineligible for a Fee, regardless of whether a purchase is ultimately made. There is a 190-day cookie tracking period during which you can earn marketing services fees if a customer who visited via your Link makes a purchase.

  • Attribution: Company uses a first-click attribution model, meaning that where a customer has clicked through Links from more than one Partner prior to completing a purchase, the Fee will be awarded to the Partner whose Link was first clicked by the customer. Company reserves the right to modify its attribution methodology upon thirty (30) days’ prior written notice to active Partners. Company will determine the Fees owed to Partner based on Company’s own records and accounting. Company may withhold or adjust Fees that Company reasonably determines were unearned, including as a result of fraudulent activity or any other non-compliance with this Agreement.
  • Marketing Services Fee Schedule: The applicable Fee rate(s) for your account will be set forth in your Partner sign-up page on the Tracking and Payment Platform (defined below), which may be updated from time to time in accordance with these Terms. The Fees payable hereunder are intended solely as compensation for your marketing and promotional activities, and not as payment for, or in connection with, any referral of an individual for a medical consultation, prescription, or any other healthcare service. Company will only pay Fees on Links that are automatically tracked and reported by our systems. We will not pay Fees if someone claims they purchased or entered a promotional code if it was not tracked by our system. We only pay Fees on business generated through properly formatted Links that were automatically tracked by our systems. Company reserves the right to deduct fees related to order refunds, chargebacks, and fraudulent orders from your account at its sole discretion. A “chargeback” includes any payment dispute initiated by a cardholder with their credit card issuer, as well as refunds obtained by a customer pursuant to applicable consumer protection or distance selling regulations.

Fees earned through fraudulent, illegal, overly aggressive, or otherwise prohibited sales or marketing methods are subject to disqualification and forfeiture pursuant to Section 12 of this Agreement.

  • Payment and Tracking Platform: Company utilizes a third-party platform (the “Tracking and Payment Platform”) to administer, track, and process all Partner activity and Fee payments under this Agreement. ALL tracking of clicks, conversions, and Qualified Marketing Events, and ALL Fee payments, shall be processed exclusively through the Tracking and Payment Platform. Partner acknowledges and agrees that: (i) Partner must enroll in and fully complete registration on the Tracking and Payment Platform as a condition precedent to earning or receiving any Fees under this Agreement, and failure to do so shall render Partner ineligible to receive any payment regardless of any Partner activity generated; (ii) Partner is solely responsible for timely completing all enrollment, registration, onboarding, and verification steps required by the Tracking and Payment Platform, including without limitation the submission of any required tax forms or identity documentation; (iii) any delay in payment resulting from Partner’s failure to timely and fully enroll in or maintain a valid, active account on the Tracking and Payment Platform shall be Partner’s sole responsibility, and Company shall have no liability whatsoever for any such delay, forfeiture, or failure to receive payment; (iv) Company shall have no obligation to issue payment outside of or in circumvention of the Tracking and Payment Platform under any circumstances; and (v) all disputes, questions, or inquiries relating to payment processing, payment status, Fee calculations as recorded by the Tracking and Payment Platform, or any technical issues with the Tracking and Payment Platform must be directed exclusively to the Tracking and Payment Platform provider, and Company shall have no obligation to respond to or resolve any such inquiries. Partner expressly waives any and all claims against Company arising from payment delays, failures, or discrepancies attributable to Partner’s failure to timely enroll in or properly maintain an account on the Tracking and Payment Platform, or to any technical issue with the Tracking and Payment Platform outside of Company’s reasonable control.

No Referrals: Company and Partner acknowledge and agree that the Fees are solely to compensate Partner for Partner’s performance of marketing activities under this Agreement and are not meant to encourage, persuade, prompt, or induce anyone to seek any medical consultation or prescription for a product offered through the Company Website. You acknowledge that all clinical and prescribing decisions are made exclusively by licensed healthcare providers and that your role is strictly limited to marketing and promotional activities as set forth in these Terms. All Fees are intended solely as compensation for legitimate marketing and promotional activities, and no portion of any Fee is intended to be, nor shall it be construed as, a payment for, or to induce, the referral of any patient for a medical consultation, prescription, or any item or service reimbursable by a federal or state healthcare program. Partner acknowledges that the fee structure set forth herein has been established at fair market value for the marketing services rendered and is not determined in a manner that takes into account the volume or value of any referrals that may result in services covered by a federal or state healthcare program.

Clawback Period: Fee reversals or deductions arising from refunds or chargebacks will only be applied to Fees earned within the preceding one hundred eighty (180) days of the date the refund or chargeback was initiated. Notwithstanding the foregoing, this limitation shall not apply to Fee reversals arising from fraud, misrepresentation, or violation of these Terms, for which Company reserves the right to claw back Fees without temporal limitation.

6. Taxes, Payments, and Reporting

  • Tax Forms: U.S.-based accounts must submit a valid W-9. International accounts must submit a W-8BEN or equivalent. Company may collect your SSN or TAX-ID before issuing payments.
  • Taxes & Regulatory Compliance: Partner is solely responsible for any taxes incurred in connection with this Agreement, including the withholding and payment of any federal, state, and local taxes derived from Partner’s net income and other payroll taxes, workers’ compensation, disability benefits or other legal requirements applicable to Partner.

7. Links/Graphics on Your Site, Emails, or Other Communications

Upon enrolling in the Program, you will be assigned a unique referral link and discount code (the “Link”). You are permitted to place links, banners, or other graphics we provide with your discount code on your site, in your emails, or other communications. We will provide guidelines, link styles, and graphical artwork for linking to Company. We may change the design of the artwork at any time without notice.

To permit accurate tracking, reporting, and Fee accrual, we will provide you with special link formats to be used in all links between your site and Company. You must ensure that each of the links between your site and Company properly utilizes such special link formats. You will earn Fees only with respect to sales of a Company product occurring directly through Links; we will not be liable for any failure by you or someone you refer to use Links or incorrectly type your promotional code, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. All links established under this Agreement shall be tagged as your unique referral link and discount code. Failure to adhere to this requirement may result in the suspension of your Partner account or removal from the Program at Company’s sole discretion. All determinations regarding tracking, attribution, and qualification of referrals shall be made by Company in its sole discretion and shall be final and binding. Company shall not be responsible for tracking failures or lost Fees arising from technical issues, including but not limited to: (i) browser settings or privacy tools, including ad blockers or cookie-blocking technologies; (ii) improper or incorrect link implementation by you; (iii) third-party platform or application interference; or (iv) any other technical failure outside of Company’s reasonable control.

8. Identifying Yourself as a Company Partner

Partner must obtain Company’s prior written consent before publishing or releasing any press release or other public statement concerning this Agreement or the relationship between the parties. For restrictions on misrepresentation of the parties’ relationship, including prohibitions on claiming employment, agency, or affiliation beyond the scope of this Agreement, refer to Section 3 (Partner Relationship & Conduct).

9. Customer Definition

Individuals who access Company’s telehealth services through this Program will be deemed customers of Company for purposes of Fee tracking. However, to the extent such individuals become patients of licensed healthcare providers through the Company platform, all clinical decisions, prescribing authority, and patient care obligations rest exclusively with those licensed providers and not with you as a Partner. You have no role in, and must not attempt to influence, any clinical determination made by a healthcare provider, including whether a GLP-1 or any other prescription medication is appropriate for a given individual. All of Company’s rules, policies, and operating procedures concerning customer orders, customer service, and services will apply to referred individuals. We may change our policies and operating procedures at any time. Service availability, pricing, and medication formularies may vary by jurisdiction and over time, and you should not represent specific pricing or medication availability on your site without prior written approval from Company.

10. Your Responsibilities

You are solely responsible for the development, operation, and maintenance of your site and all materials that appear on your site.

For example, you are solely responsible for the following:

  • Technical Operation: The technical operation of your site and all related equipment.
  • Third-Party Compliance: Ensuring the display of Links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site).
  • Content Accuracy: The accuracy, truth, and appropriateness of materials posted on your site (including, among other things, all product-related materials and any information you include within or associate with Links).
  • Intellectual Property Compliance: Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
  • Legal Compliance: Ensuring that materials posted on your site are not libelous or otherwise illegal.
  • Disclosure Compliance: Ensuring that your site accurately and adequately discloses, through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers.

11. Compliance with Laws

  • Lawful Participation: As a condition of your participation in the Program, you agree that while you are a Program participant, you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, whether now in effect or later enacted. Without limiting the foregoing, you agree to comply with: (i) all applicable laws (federal, state, or otherwise) that govern marketing email, including the CAN-SPAM Act of 2003 and all other anti-spam laws; (ii) all applicable FDA regulations and guidance governing the promotion and advertising of prescription drugs, including but not limited to requirements that promotional materials be truthful, non-misleading, and fairly balanced with respect to risks and benefits; (iii) all applicable FTC regulations, including those governing endorsements, testimonials, and Partner disclosure (16 C.F.R. Part 255); (iv) all applicable telehealth laws and regulations in the jurisdictions in which you operate or direct marketing; and (v) all applicable state and federal healthcare fraud and abuse laws, including the Anti-Kickback Statute (42 U.S.C. 1320a-7b(b)), to the extent applicable to your activities.
  • FTC Partner Disclosure: In accordance with the Federal Trade Commission’s (FTC) guidelines (16 C.F.R. Part 255), you must clearly and conspicuously disclose your material connection with the Company – including any compensation, fee, or other benefit received – whenever you promote Company products or services. Such disclosures must: (i) be placed in close proximity to any Partner link or promotional content, and must be visible to the reader before any Link is clicked; (ii) use plain, unambiguous language such as “This post contains Partner links,” “I may earn a fee if you purchase through this link,” or “Sponsored”; (iii) not be buried within general terms and conditions, footers, or other locations where they are unlikely to be seen; and (iv) apply to all platforms and media, including websites, blogs, social media, email communications, and video content. Failure to comply with FTC disclosure requirements may result in immediate termination of your account and forfeiture of all accrued Fees.
  • Representations and Warranties: Partner represents and warrants that: (a) Partner operates Partner’s business, including the performance of all activities in connection with this Agreement, ethically and in compliance with all applicable laws; (b) Partner will make diligent efforts to favorably promote Company’s products and services, all in accordance with the terms and conditions of this Agreement; (c) Partner will not use Company’s trademarks except as expressly authorized in writing by Company; (d) Partner has all rights necessary to enter into and to perform Partner’s obligations under this Agreement, and Partner’s activities in connection with this Agreement will not violate, misappropriate, or infringe the rights of any third party or conflict with any other agreement to which Partner is obligated; (e) all information provided by or on behalf of Partner through the Tracking and Payment Platform is accurate; (f) Partner has never received or been subject to any inquiry, investigation, or negative action from any regulatory authority, including but not limited to a civil investigative demand, subpoena, or untitled or warning letter, or any other letter or censure from the FTC or the Food and Drug Administration (each, a “Regulatory Action”), and Partner will immediately notify Company if Partner receives or is subject to any Regulatory Action; (g) this Agreement has been duly and validly executed and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; (h) you have the full legal capacity and power to enter into and perform your obligations under this Agreement; (i) the execution, delivery, and performance of this Agreement do not violate any applicable law, regulation, order, judgment, or decree, nor any third-party agreement binding upon you; (j) all necessary authorities, consents, and approvals required for your participation in the Program have been obtained; and (k) you are not, and are not owned or controlled by, a person or entity that is: (1) on the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, or any other list of sanctioned persons or entities maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or any other applicable governmental authority; (2) organized or resident in a country or territory that is the subject of comprehensive OFAC sanctions; or (3) otherwise prohibited from engaging in transactions with U.S. persons under applicable sanctions laws and regulations. You agree that payment and sole responsibility for any taxes and associated charges arising from Fees received from Company under this Program rest with you or your appointed representative, and you agree to indemnify and hold harmless Company against any claims arising therefrom.

12. Term and Termination

  • Term: This Agreement will commence upon our acceptance of your Program application and will remain in effect until terminated by either party (the “Term”).
  • Termination and Account Suspension: Either you or Company may terminate this Agreement at any time, with or without cause, by giving written notice of termination. Upon termination of this Agreement for any reason, you must immediately cease using and remove all links to Company, along with all of our trademarks, trade dress, logos, and other materials provided by or on behalf of us pursuant to the Program, as further governed by Section 18 of this Agreement. Upon termination, and unless your participation in the Program was terminated due to your non-compliance withthis Agreement, Company will pay any outstanding Fees accrued, provided that Company reserves the right to withhold your final payment for up to thirty (30) days to ensure that the correct amount is calculated and paid. Company, at its sole discretion, also reserves the right to suspend your account and refuse any and all current or future use of the Program, or any other Company service, for any reason at any time. Such suspension or termination will result in the deactivation or deletion of your account and the forfeiture and relinquishment of all potential or unpaid Fees in your account if they were earned through fraudulent, illegal, overly aggressive, or otherwise prohibited sales or marketing methods. Provisions in this Agreement related to intellectual property ownership, indemnification, limitation of liability, and confidentiality, and any other provision that by its nature is intended to survive termination, will survive termination of this Agreement.

13. Insurance Requirement

You agree to maintain adequate insurance coverage for your business activities, including but not limited to general liability insurance, product liability insurance, and any other insurance coverage required by law. Company may request proof of insurance coverage at any time.

14. Confidentiality

As used in this Agreement, “Proprietary Information” means any and all non-public information disclosed by Company to Partner, or otherwise obtained or accessed by Partner in connection with this Agreement or the Program, whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked or identified as “confidential” or “proprietary” at the time of disclosure, that Partner knows or reasonably should know Company considers confidential or proprietary. Without limiting the foregoing, Proprietary Information includes, but is not limited to: (a) the terms and conditions of this Agreement; (b) fee structures, and payment thresholds; (c) business strategies, marketing plans, and promotional methodologies; (d) technical data, software, product plans, and Platform information; (e) customer data, customer lists, and customer usage information; (f) financial information, pricing, and cost data; (g) Partner program metrics, tracking methodologies, and affiliate tools; and (h) any other information that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure. Partner shall not disclose to any third party any Proprietary Information, except as required by law or regulation or in order to comply with the order of a court or other governmental body, provided that Partner first gives written notice to Company and takes reasonable and lawful actions to avoid and/or minimize the extent of such disclosure (e.g., by seeking to obtain a protective order). Proprietary Information does not include information that: (A) is or becomes publicly available through no fault of Partner; (B) was rightfully known to Partner prior to disclosure by Company without restriction; (C) is rightfully obtained by Partner from a third party without restriction on disclosure; or (D) is independently developed by Partner without use of or reference to any Proprietary Information. Upon the end of the Term, or upon Company’s written request at any time, Partner must immediately cease using all Proprietary Information and promptly destroy or return all Proprietary Information in its possession, including all copies, summaries, and extracts thereof, and certify such destruction or return in writing to Company upon request.

15. Data Protection

Partner agrees to comply with all applicable data protection and privacy laws and regulations, including but not limited to the General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”) and its amendments under the California Privacy Rights Act (“CPRA”), and any other applicable federal, state, or international data protection laws (collectively, “Data Protection Laws”).

16. Indemnification

You agree to indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys’ fees) arising out of or related to: (i) your participation in the Program; (ii) any breach or alleged breach by you of any representation, warranty, covenant, or obligation under this Agreement; (iii) any content posted, transmitted, or otherwise made available by you in connection with the Program; (iv) any violation by you of any applicable law, rule, or regulation; or (v) any claim by a third party arising out of your marketing or promotional activities. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with Company in asserting any available defenses.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO PARTNER’S PARTICIPATION IN THE PROGRAM OR ANY ASPECT OF PARTNER’S RELATIONSHIP WITH COMPANY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES. COMPANY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO PARTNER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE SOUGHT, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE. Company makes no express or implied warranties or representations with respect to Company products or the Program, including, without limitation, warranties of fitness for a particular purpose, merchantability, or non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage. Company makes no representation that the operation of its websites will be uninterrupted or error-free, and will not be liable for the consequences of any such interruptions or errors.

18. Use of Materials

Company grants you a limited, non-exclusive, non-sublicensable, non-transferable license to use materials provided by Company for the sole purpose of promoting Company products and participating in the Program. This license shall terminate upon termination of this Agreement. Upon termination, you must immediately cease using and remove all Company materials from your site, emails, and other communications. You may not modify, alter, or create derivative works of any Company marketing materials, trademarks, logos, or other intellectual property without Company’s prior written consent. You acknowledge and agree that: (a) Company owns all right, title, and interest in and to Company’s trademarks, solely and exclusively, in perpetuity; (b) nothing herein should be deemed to give you rights to Company’s trademarks or any other Company intellectual property except as explicitly set forth herein; (c) all data supplied via Partner links and all intellectual property rights in such data, and any and all goodwill generated by your activities will accrue to and belong to Company exclusively; (d) all goodwill associated with Company’s trademarks will inure solely to the benefit of Company; and (e) any comments or feedback that you provide to Company regarding Company’s products or services is the sole exclusive property of Company. You agree that you will not purchase any domain names that contain Company’s trademarks or intellectual property without Company’s prior written consent. You further agree not to create, register, or operate any social media accounts, profiles, handles, or usernames that incorporate any Company trademark or any misspelling or close variation thereof, without Company’s prior written consent. Any Partner found using Company’s intellectual property or trademarks in domain names or social media handles without permission, or using deceptively similar marks, URLs, or domain names, may be removed from the Program and prosecuted for trademark infringement.

Partner-Created Content: As between you and Company, you retain ownership of any original content you independently create in connection with your participation in the Program (“Partner Content”), subject to the restrictions set forth in these Terms. However, to the extent that any Partner Content incorporates Company’s trademarks, trade dress, copyrighted materials, or other intellectual property, you hereby grant Company a non-exclusive, royalty-free, worldwide, perpetual license to use, reproduce, display, and distribute such Partner Content for marketing, promotional, and internal business purposes. You represent and warrant that all Partner Content is your original work, does not infringe the intellectual property rights of any third party, and complies with all applicable laws and the terms of this Agreement.

19. Miscellaneous

  • Entire Agreement: This Agreement and any other agreements that Company and Partner execute related to the Program (any such other agreement, a “Supplemental Agreement”) contain the entire agreement and understanding between Company and Partner and supersede all prior written and oral understandings and negotiations relating to the subject matter hereof, including any prior versions of this Agreement. If there is a conflict between any provision of this Agreement and any Supplemental Agreement, this Agreement will govern and control unless the Supplemental Agreement expressly states that such conflicting provision in the Supplemental Agreement governs and controls. In the event of any conflict between this Agreement and any prior version thereof, the provisions of this Agreement shall prevail unless expressly stated otherwise.
  • Severability: If any part of this Agreement is held illegal or unenforceable by a court of competent jurisdiction, it will be modified to the minimum extent necessary to make it legal and enforceable. Company’s failure to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
  • Waiver: No waiver of any breach of any term or condition of this Agreement will constitute a waiver of any subsequent breach. A waiver of any of the terms of this Agreement must be in writing signed by the party against whom enforcement is sought. A failure or delay by a party to enforce any right under this Agreement is not a continuing waiver of such right.
  • Force Majeure: Neither party shall be liable for any failure or delay in performing their obligations under this Agreement where such failure or delay results from any cause beyond the reasonable control of that party (a “Force Majeure Event”), including but not limited to power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, epidemic, or governmental action.
  • Third Party Beneficiaries: Company and Partner agree that, except as expressly set forth in this Agreement, this Agreement does not create or establish any third party beneficiary status rights or their equivalent in any other individual, subcontractor, or other third party, and no individual, subcontractor or other third party shall have any right to enforce any right or enjoy any benefit that is created or established under this Agreement.
  • Governing Law, Venue, and Dispute Resolution: This Agreement and any disputes arising out of or related to your participation in the Program shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of law principles.
    • Dispute Resolution: Prior to initiating any formal legal proceeding, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the Program (“Dispute”) through good-faith negotiation for a period of thirty (30) days following written notice of the Dispute by one party to the other. If the Dispute is not resolved through negotiation, the parties agree to submit the Dispute to binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules, with the arbitration to be conducted in Dekalb County, Georgia. The arbitrator’s decision shall be final and binding on both parties and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information. CLASS ACTION AND JURY TRIAL WAIVER: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU IRREVOCABLY WAIVE ANY RIGHT TO: (A) PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING, WHETHER IN ARBITRATION OR IN COURT; (B) SERVE AS A NAMED PLAINTIFF OR CLASS REPRESENTATIVE IN ANY SUCH ACTION; (C) RECOVER ANY RELIEF ON BEHALF OF ANY PERSON OR ENTITY OTHER THAN YOURSELF IN YOUR INDIVIDUAL CAPACITY; AND (D) A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE CLAIMS OF MORE THAN ONE PERSON OR TO OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE FOR ANY REASON, THEN THE ENTIRETY OF THE AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID, BUT THE REMAINING PROVISIONS OF THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT. You also agree that no foreign entities or countries shall have the right to sue Company under this Agreement.
  • Assignment and Delegation: Partner may not assign, transfer, or delegate any rights, duties or obligations under this Agreement, in whole or in part, to any person or entity without the prior written approval of Company and any assignment, transfer, or delegation made in violation of the foregoing is null and void. Company may freely assign this Agreement. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties hereto.
  • Interpretation: All section headings in this Agreement are for convenience only and shall not be used in interpreting this Agreement. All references to “including” in this Agreement mean “including without limitation.” Defined terms apply equally to the singular, plural, and possessive forms of the terms defined. Any reference to this Agreement means this Agreement as it may be amended, supplemented, or otherwise modified from time to time. The word “hereunder” means this Agreement in its entirety and not any particular provision of this Agreement.
  • Notice: Any notice to Partner in connection with this Agreement may be given by email sent to the email address provided by Partner to Company through the Tracking and Payment Platform or any other email address Partner has provided to Company as a contact for Partner. It is Partner’s sole responsibility to ensure that the email address provided to Company remains functional and is checked regularly by Partner. Any notice to Company in connection with this Agreement will be effective only if in writing and sent by email to [email protected] with a copy emailed to [email protected]. Notice is effective at the time it is sent. Notwithstanding the foregoing, Company may provide notice of any modification, update, or change to the terms of this Agreement, including any changes to the Fee rate structure, payment thresholds, attribution methodology, or Program policies, by posting such changes through the Tracking and Payment Platform or by sending notice to the email address associated with Partner’s account on the Tracking and Payment Platform. It is Partner’s sole responsibility to monitor the Tracking and Payment Platform for any such notices or updates. Partner’s continued participation in the Program following the posting or transmission of any such notice shall constitute Partner’s acceptance of the modified terms.

By participating in the Company Affiliate Program, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.