1. Affiliate Relationship

Affiliate acts as an independent contractor.

Nothing in this Agreement creates an employment relationship, partnership, joint venture, agency relationship, franchise, or other similar relationship between Affiliate and the Company.

Affiliate has no authority to make representations, warranties, commitments, or agreements on behalf of NewEra Naturals Ltd.

2. Affiliate Approval

Participation in the Affiliate Program is subject to Company approval.

The Company may approve, reject, suspend, or terminate an Affiliate's participation at its discretion, including where the Company reasonably believes an Affiliate's promotional practices create legal, regulatory, reputational, financial, or compliance risk.

Approval to participate does not constitute approval of every advertisement, claim, website, email, SMS message, creative, or promotional method used by Affiliate.

3. Affiliate Links and Tracking

Affiliate must use the approved tracking links supplied through the applicable affiliate platform or by the Company.

Affiliate is responsible for ensuring its links are properly implemented.

The Company is not responsible for commissions that cannot be properly attributed because of incorrect, altered, broken, or improperly implemented tracking links.

Affiliate may not circumvent, manipulate, interfere with, or attempt to alter tracking or attribution systems.

4. Commissions

Affiliate commissions will be calculated and paid according to the commission structure communicated by the Company and/or the applicable affiliate platform.

Commissions may be adjusted for refunds, cancellations, chargebacks, fraudulent transactions, duplicate transactions, payment reversals, or other adjustments permitted under the applicable platform's rules.

The Company may modify commission rates or promotional terms upon notice to Affiliate, subject to applicable platform requirements.

5. Approved Marketing Materials

The Company may provide Affiliate with approved:

• Affiliate links
• Email and SMS swipes
• Images and banner advertisements
• Product information
• Testimonials
• Promotional copy
• Sales pages
• Videos
• Product claims
• Compliance guidelines
• Shipping restrictions
• Other marketing or compliance materials

Collectively, these are referred to as "Compliance Materials."

Affiliate agrees to follow the current Compliance Materials supplied by the Company.

The Company may update Compliance Materials from time to time to reflect regulatory, product, shipping, platform, or business changes.

6. Health and Product Claims

Affiliate may only make product and health claims that have been expressly provided or approved by the Company.

Affiliate must not state or imply that a Product diagnoses, treats, cures, mitigates, or prevents any disease or medical condition unless expressly authorized in writing by the Company and legally permissible.

For example, Affiliate should use Company-approved supportive language such as:

"Supports healthy bladder function."

Affiliate must not make unauthorized claims such as:

"Treats incontinence."

"Prevents bladder leakage."

"Cures pelvic floor dysfunction."

Affiliate must not claim or imply that a Product is equivalent or superior to a prescription medication, including statements such as:

"Natural alternative to prescription drugs."

"Works better than medication."

Affiliate may only use Company-approved language regarding natural or wellness-based approaches.

7. Results and Guarantees

Affiliate must not promise or guarantee a specific health result or outcome.

Affiliate must not make unauthorized time-based claims such as:

"Works in 24 hours."

"Guaranteed to work."

"You'll see results in X days."

Affiliate must accurately represent any Company-approved guarantee or refund policy and may not alter, extend, or otherwise misrepresent its terms.

8. Ingredients and Product Attributes

Affiliate may only make claims regarding ingredients, sourcing, manufacturing, certifications, dietary attributes, or product characteristics that have been approved by the Company.

Affiliate must not independently claim that a Product is, for example, "100% natural," "pesticide-free," "vegan," "made in the USA," or otherwise possesses a specific certification or attribute unless that exact representation has been approved by the Company.

Affiliate must use any required qualification provided by the Company regarding manufacturing location, ingredient sourcing, or similar representations.

9. Scientific and Professional Claims

Affiliate must not:

• Invent or misrepresent scientific studies or research;
• Fabricate medical or scientific endorsements;
• Misrepresent professional credentials;
• Imply approval by a doctor, medical organization, government body, or other organization without authorization;
• Give Alex Miller or another Company spokesperson an inaccurate professional title or credential.

Affiliate may only use professional credentials and descriptions expressly approved by the Company.

10. Testimonials and Reviews

Affiliate must not create or use fake testimonials, reviews, ratings, endorsements, or customer experiences.

Affiliate may only use testimonials provided or expressly approved by the Company and must not materially alter their meaning.

Affiliate must not represent atypical results as typical unless the representation and any required disclosure have been approved by the Company.

11. Affiliate Disclosure

Affiliate must clearly and conspicuously disclose its affiliate relationship whenever required by applicable law or regulation.

The disclosure must be reasonably noticeable to consumers and should make clear that Affiliate may receive compensation or earn a commission from purchases made through its links.

Affiliate is responsible for complying with applicable endorsement, testimonial, advertising, and disclosure requirements.

12. Brand Representation

Affiliate must not represent itself as NewEra Naturals Ltd., NewEra Protect, or an official Company representative.

Affiliate may not use terms such as "Official Site," "Official NewEra Protect Website," or similar wording that could cause consumers to believe Affiliate's website, advertisement, or social account is owned or operated by the Company.

Affiliate must not copy or design promotional materials in a manner intended to impersonate an official Company website or account.

13. Company Marks and Domains

The Company's trademarks, trade names, product names, logos, and other brand assets, including NewEra Naturals, NewEra Protect, and the names or marks of other Company Products (collectively, "Company Marks"), remain the exclusive property of the Company or their respective owners.

Affiliate receives a limited, revocable, non-exclusive right to use Company-approved brand assets solely for authorized promotion of the Products.

Affiliate may not register or use domains, social-media handles, business names, or other identifiers containing Company Marks or confusingly similar variations without prior written approval.

14. Paid Advertising and Brand Bidding

Affiliate may not bid on Company Marks, Product names, Company spokesperson names, or confusingly similar keywords through paid-search or other advertising platforms unless Affiliate has received prior written authorization from the Company.

Affiliate must comply with any additional paid-advertising restrictions provided in the Compliance Materials.

15. Sales Pages, Videos and Checkout

Affiliate may not:

• Direct consumers to unauthorized checkout pages;
• Reproduce or recreate Company sales pages without authorization;
• Download, re-upload, independently host, materially edit, or republish Company VSLs or videos without authorization;
• Modify Company pricing, promotions, discounts, guarantees, or shipping information;
• Present an unauthorized version of a Company offer.

Affiliate must send traffic through Company-approved affiliate links and promotional pathways.

16. Email Marketing

Affiliate may promote Products through email only to recipients for whom Affiliate has the appropriate permission or lawful basis to send marketing communications.

Affiliate must not use purchased, rented, scraped, harvested, or otherwise improperly obtained email lists.

Affiliate must comply with all applicable email marketing laws and regulations.

Where required, Affiliate's emails must include:

• Accurate sender identification;
• A valid physical mailing address;
• A clear and functional unsubscribe mechanism; and
• Any required advertising or affiliate disclosures.

Affiliate must promptly honor unsubscribe and suppression requests.

17. SMS and Mobile Marketing

Affiliate may use SMS or other mobile messaging only where recipients have provided the consent required by applicable law and platform rules.

Affiliate is responsible for maintaining any required records of consent and honoring opt-out requests.

Affiliate may not use purchased, rented, scraped, or improperly obtained mobile lists.

Company-provided SMS swipes do not relieve Affiliate of its responsibility to comply with applicable consent, disclosure, timing, opt-out, and messaging requirements.

18. Shipping and Geographic Restrictions

Products may not be available for shipment to all countries or jurisdictions.

Affiliate agrees to review and follow the Company's current No-Ship Country List and other geographic restrictions contained in the Compliance Materials before intentionally targeting international traffic.

Because shipping restrictions may change, the Company may update these restrictions without amending this Agreement.

Affiliate must not advertise shipping availability to a location that the Company has identified as restricted.

19. Prohibited Conduct

Affiliate must not engage in:

• False, deceptive, misleading, or unlawful advertising;
• Spam;
• Brand impersonation;
• Fraudulent transactions;
• Cookie stuffing;
• Tracking manipulation;
• Unauthorized incentives;
• Misleading redirects;
• Fake news or fabricated endorsements;
• Unauthorized medical claims;
• Trademark infringement;
• Promotion through illegal or prohibited content; or
• Any marketing practice that violates applicable law, affiliate-platform rules, or Company Compliance Materials.

20. Monitoring and Enforcement

The Company may monitor Affiliate promotional activity for compliance.

Affiliate agrees to reasonably cooperate with compliance reviews and, upon request, provide examples of advertisements, landing pages, emails, SMS messages, social posts, or other promotional materials being used to market Products.

The Company may require Affiliate to modify or discontinue promotional material that the Company determines is inaccurate, non-compliant, misleading, or inconsistent with Company requirements.

Affiliate agrees to promptly comply with such requests.

Serious or repeated violations may result in suspension or termination from the Affiliate Program and any other remedies permitted by law or applicable platform rules.

21. Confidential Information

Affiliate may receive confidential or proprietary information relating to the Company, including non-public marketing information, performance data, conversion data, upcoming promotions, pricing strategies, customer information, business plans, and other confidential information.

Affiliate agrees not to disclose or misuse such information.

This obligation survives termination of this Agreement.

22. Indemnification

To the extent permitted by applicable law, Affiliate agrees to indemnify, defend, and hold harmless NewEra Naturals Ltd., its affiliates, officers, directors, employees, contractors, representatives, and agents from claims, losses, liabilities, damages, costs, and reasonable legal fees arising out of or relating to Affiliate's:

• Breach of this Agreement;
• Violation of applicable law or regulation;
• Unauthorized advertising or product claims;
• Email or SMS marketing practices;
• Intellectual-property infringement;
• Fraud, misconduct, or negligence; or
• Promotional activities.

23. Limitation of Liability

To the maximum extent permitted by applicable law, the Company will not be liable to Affiliate for indirect, incidental, special, consequential, exemplary, or punitive damages arising from or relating to the Affiliate Program.

Nothing in this Agreement excludes liability that cannot lawfully be excluded or limited.

24. Termination

Either party may terminate Affiliate's participation in the Affiliate Program at any time.

The Company may immediately suspend or terminate Affiliate for suspected fraud, unlawful activity, material breach of this Agreement, regulatory risk, violation of Company Compliance Materials, or conduct that could reasonably harm the Company, its Products, customers, or reputation.

Upon termination, Affiliate must discontinue use of Company Marks and Company-provided promotional materials except as otherwise authorized in writing.

Provisions that by their nature should survive termination-including confidentiality, intellectual-property protections, indemnification, dispute resolution, and accrued payment obligations-will survive.

25. Dispute Resolution

25.1 Informal Resolution

Before commencing formal proceedings, the parties agree to make reasonable good-faith efforts to resolve any dispute arising from or relating to this Agreement through direct discussions.

25.2 Mediation

If the dispute cannot be resolved informally, either party may propose mediation in Vancouver, British Columbia, Canada, or remotely by mutual agreement.

The parties will attempt in good faith to agree upon a qualified mediator and the procedures applicable to the mediation.

Unless otherwise agreed, each party will bear its own legal costs associated with mediation and the parties will share the mediator's fees equally.

25.3 Arbitration

If a dispute is not resolved through informal discussions or mediation, any dispute arising out of or in connection with this Agreement that is subject to arbitration shall be referred to and finally resolved by arbitration administered by the Vancouver International Arbitration Centre ("VanIAC") in accordance with the applicable VanIAC rules in effect when the arbitration is commenced.

The seat of arbitration shall be Vancouver, British Columbia, Canada.

Unless otherwise agreed by the parties or determined in accordance with the applicable VanIAC rules, the arbitration will be conducted before a single arbitrator and in English.

The arbitration may be conducted remotely or by videoconference where permitted by the applicable rules and determined appropriate by the arbitrator.

The arbitrator's award will be final and binding on the parties, subject to any rights of review or appeal that cannot lawfully be waived.

VanIAC's current rules include both domestic and international commercial arbitration procedures, and its current international rules use Vancouver, British Columbia as the default seat.

25.4 Court Proceedings and Venue

To the extent that a dispute is not required to be resolved through arbitration, or court proceedings are necessary to enforce or support an arbitration or arbitral award, the parties irrevocably submit to the jurisdiction of the courts of British Columbia, Canada, subject to applicable law.

25.5 Jury Trial

To the extent applicable and legally enforceable, each party waives any right it may otherwise have to a trial by jury in connection with a dispute arising from this Agreement.

25.6 Class or Representative Proceedings

To the extent permitted by applicable law, disputes will be resolved on an individual basis and not as part of a class, collective, consolidated, or representative proceeding.

26. Governing Law

This Agreement and any dispute arising out of or relating to it will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict-of-law principles, except where applicable law requires otherwise.

27. Changes to This Agreement

The Company may modify this Agreement from time to time.

Where appropriate, updated terms may be communicated through the Affiliate Program, affiliate platform, Company website, email, or other reasonable means.

Continued participation in the Affiliate Program after an updated Agreement becomes effective constitutes acceptance of the updated terms to the extent permitted by applicable law.

28. Assignment

Affiliate may not assign or transfer its rights or obligations under this Agreement without prior written consent from the Company.

The Company may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, or transfer of the applicable business or Products.

29. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect to the maximum extent permitted by law.

30. Waiver

Failure by either party to enforce a provision of this Agreement does not constitute a waiver of that provision or of the right to enforce it later.

31. Entire Agreement

This Agreement, together with applicable Compliance Materials and any additional written terms expressly incorporated into it, constitutes the entire agreement between the parties concerning participation in the Affiliate Program and supersedes prior agreements or understandings relating to the same subject matter.

32. Electronic Acceptance

Affiliate's electronic acceptance, submission of an affiliate application, or continued participation in the Affiliate Program may constitute acceptance of this Agreement to the extent permitted by applicable law.

33. Contact

Questions concerning this Agreement or Affiliate Program should be directed to:

NewEra Naturals Ltd.
Affiliate Team
[email protected]