Affiliate Agreement

1. Acceptance of Terms

By applying to or participating in the BesterMe Affiliate Program (the "Program"), you agree to be bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, do not apply to or participate in the Program.

2. Enrollment in the Program

To enroll in the Program, you must submit a complete and accurate application through the BesterMe platform. We will evaluate your application and notify you of its acceptance or rejection. We reserve the right to reject any application for any reason, in our sole discretion.

Eligibility:

• Applicants must agree to and abide by the BesterMe Terms of Service and Privacy Policy.
• BesterMe reserves the right to establish and modify additional eligibility criteria at any time, in its sole discretion. Such criteria may include, but are not limited to, factors such as content quality, audience engagement, and compliance with community guidelines. Any changes to the eligibility criteria will be communicated to existing and prospective affiliates through the BesterMe platform or via email.

3. Affiliate Obligations

As a BesterMe Affiliate, you agree to:

• Comply with all applicable laws, rules, and regulations in your jurisdiction.
• Comply with the BesterMe Terms of Service and Privacy Policy.
• Only use ethical and approved marketing methods to promote BesterMe.
• Not engage in any deceptive, misleading, or fraudulent marketing practices.
• Not make any false or misleading claims about BesterMe or its services.
• Not engage in spamming or any other form of unsolicited advertising.
• Maintain accurate and up-to-date contact information in your BesterMe account.
• Be responsible for all content you create and share on the BesterMe platform.

4. Compensation

As a BesterMe Affiliate, you will be eligible to receive a portion of the revenue generated from subscriptions to your content on the BesterMe platform ("Commissions"). All transactions are processed through Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement").

• Subscription Revenue Share: BesterMe will determine the price of subscriptions and the percentage of subscription revenue that will be paid to you as Commissions. This information will be made available to you in the "Creator Settings" section of the applications Profile page. By participating in the Program, you agree to be bound by the Stripe Services Agreement, and you acknowledge that BesterMe is not responsible for and will not be liable for any actions or inactions of Stripe.
• Payment Schedule: Commissions will be paid in United States Dollars (USD) on a monthly basis. The exact payment schedule, including the date payments will be processed each month, will be communicated to you through the "Creator Settings" section of the applications Profile page upon your acceptance into the Program. Payments will be made provided that your Stripe account is in good standing and you have met the minimum payout amount, if any.
• Payment Method: Commissions will be paid via Stripe Connect to the bank account you have connected to your Stripe account. You are responsible for ensuring that your Stripe account information is accurate and up-to-date. Any changes to your payment information may take up to fifteen (15) business days to become effective.
• Minimum Payout: A minimum payout amount may be set by BesterMe and, if applicable, will be communicated to you through the "Creator Settings" section of the applications Profile page. If your accrued Commissions do not meet the minimum payout amount in a given period, the balance will be carried over to the following period until the minimum payout threshold is met, if any.
• Net Revenue: "Net Revenue" means the gross revenue received by BesterMe from subscriptions to your content, less any (a) Stripe processing fees; (b) refunds, chargebacks, or discounts; and (c) applicable taxes.
• Taxes: You are responsible for all taxes associated with your receipt of Commissions. You acknowledge that BesterMe will not withhold any taxes from your Commissions, and you agree to comply with all applicable tax laws and regulations in your jurisdiction. You will provide us with any information, forms, documents, or certifications as may be required for us to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement. For U.S. federal income tax purposes, you will need to submit a completed IRS Form W-9.
• Stripe Account Requirements: To receive Commissions, you must maintain an active Stripe Connect account in good standing with all required information accurately provided and kept up-to-date. Failure to maintain a valid and complete Stripe account will result in the suspension of new user subscriptions to your content and the withholding of any accrued or future Commission payouts until your account is brought into good standing. You are solely responsible for ensuring your Stripe account complies with all applicable Stripe requirements and for resolving any issues that may arise with your account directly with Stripe.
• Offsetting: stemis LLC has the right to offset any amounts owing by stemis LLC to you against any amounts owing from you to stemis LLC, whether under this Agreement or otherwise.
• Excess Payments: If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent fees payable to you under this Agreement.
• Violation Consequences: If you violate this Agreement, including the Terms of Service, in addition to any other rights or remedies available to us, and to the extent permitted by applicable law, we reserve the right to withhold (and you agree you will not be eligible to receive) Commissions otherwise payable to you under this Agreement, whether or not directly related to such violation.
• Tax Withholding: We may deduct or withhold any Taxes that we may be legally obligated to deduct or withhold from any payment made to you under this Agreement, and payment to you, as reduced by such deductions or withholdings, will constitute full payment and settlement to you of such payment under this Agreement.

5. Content Guidelines

As a BesterMe Affiliate, you are expected to create and share content that is consistent with our values and promotes a positive and healthy community. While we encourage creativity and diverse perspectives, the following types of content are strictly prohibited:

• Hate Speech and Discrimination: Content that promotes violence, discrimination, or hatred against individuals or groups based on race, ethnicity, national origin, religion, gender, sexual orientation, disability, or other protected characteristics.
• Misinformation and Harmful Content: Content that spreads false or misleading information, particularly regarding health and wellness, or that promotes dangerous or harmful activities, including but not limited to, dangerous weight loss practices, unproven medical treatments, or self-harm.
• Illegal Activities: Content that promotes or facilitates illegal activities, including but not limited to, the sale of illegal drugs, weapons, or other regulated goods or services.
• Copyright and Intellectual Property Infringement: Content that violates the intellectual property rights of others, including unauthorized use of copyrighted material, trademarks, or trade secrets.
• Sexually Explicit Content: Content that is sexually suggestive or exploits, abuses, or endangers children.
• Spam and Misleading Promotions: Content that is solely intended to drive traffic to external websites or promote products or services in a deceptive or misleading manner.
• Impersonation: Content that impersonates another individual or entity or falsely claims affiliation with an organization.
• Violation of Privacy: Content that violates the privacy of others, including sharing private information without consent or engaging in doxing or harassment.

These are examples, and this list is not exhaustive. We reserve the right to remove any content and suspend or terminate any Affiliate account that we determine, in our sole discretion, violates these Content Guidelines or the spirit of our community standards. We may update these Content Guidelines from time to time, and your continued participation in the Program constitutes acceptance of any such changes.

6. Intellectual Property

BesterMe retains all right, title, and interest in and to its intellectual property, including but not limited to its trademarks, logos, and platform. You are granted a limited, non-exclusive, non-transferable, revocable license to use BesterMe's trademarks and logos solely for the purpose of promoting BesterMe as an Affiliate, in accordance with this Agreement and any guidelines provided by BesterMe.

7. Term and Termination

This Agreement will begin upon your acceptance into the Program and will continue until terminated by either party.

• Termination for Convenience: Either party may terminate this Agreement at any time, with or without cause, by providing thirty (30) days' written notice to the other party.
• Termination for Cause: BesterMe may terminate this Agreement immediately upon written notice if you breach any provision of this Agreement or engage in any conduct that, in BesterMe's sole discretion, reflects poorly on BesterMe or its reputation.
• Effect of Termination: Upon termination of this Agreement, you will immediately cease all use of BesterMe's trademarks and logos, and you will no longer be entitled to receive any Commissions, except for Commissions earned prior to the effective date of termination and in accordance with the payment terms outlined in Section 4.

8. Modification

BesterMe reserves the right to modify this Agreement at any time. We will provide you with notice of any material changes to this Agreement by posting a notice on the BesterMe platform or by sending you an email. Your continued participation in the Program after the effective date of any modifications constitutes your acceptance of the modified Agreement.

9. Relationship of the Parties

The relationship between you and BesterMe is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. You have no authority to bind BesterMe in any way.

10. Disclaimer of Warranties

THE BesterMe PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. BesterMe DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Limitation of Liability

IN NO EVENT WILL BesterMe BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM, EVEN IF BesterMe HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BesterMe'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF COMMISSIONS PAID TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless BesterMe, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with your participation in the Program, your breach of this Agreement, or your violation of any law or the rights of any third party.

13. 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.

14. Entire Agreement

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

15. Contact Us

If you have any questions about this Affiliate Agreement, please contact us at reid@besterme.com.