Affiliate Terms & Conditions

1.1 Affiliate Representations and Duties.

1.1.1 Representations

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1.1.1.1 Good Standing: Affiliate is the age of majority in the state where he or she is domiciled and is fully competent to enter into this Agreement. Affiliate's performance under this Agreement will not violate any applicable law or regulation or any agreement to which he or she is bound as of the date written above. Without limitation, this Agreement will not cause Affiliate to be in violation of any of his or her non-compete or non-solicitation obligations to any third party, nor will Affiliate’s performance hereunder be in violation of them.

1.1.1.2 No Crime: Affiliate has never been convicted of a crime punishable by greater than fifteen (15) days of incarceration or of a crime of dishonesty. Prior to the execution of this Agreement, Affiliate has disclosed to RCC any and all information that may be relevant to RCC in deciding whether or not to enter into this Agreement, such as prior dishonest or illegal activity by Affiliate.

1.1.1.3 Social Media: Affiliate's social media accounts and online presence is in line with natural and alternative medicine and has potential synergy with RCC and its culture.

1.1.1.4 Binding: Affiliate agrees that Affiliate, agents, representatives, employees, independent contractors, or any person or entity acting on Affiliate's behalf with respect to this Agreement, shall be bound by, and shall abide by, this Agreement, whether Affiliate is acting on Affiliate's own behalf or on behalf of a third party, including another Affiliate or third-party advertiser.

1.1.2 Duties

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1.1.2.1 Referral: Affiliate will use best efforts to promote, refer, and recommend to his or her followers, subscribers, and third parties across Affiliate's social media accounts and online presence & network RCC services/packages by use of Referral Link(s)to obtain a commission for each completed sale. Neither Party makes any representations or guarantees as to the volume of sales Affiliate may manage under this agreement. Affiliate will make every effort to share the link(s) periodically and at minimum once a month. Affiliate will disclose Affiliation in conjunction with FTC Guidelines found at www.ftc.gov. Affiliate is responsible for abiding by all laws and is responsible for any violations made by Affiliate of respective laws.

1.1.2.2 RCC duties: RCC will provide reasonable support to Affiliate in their desire to share companies and earn commissions while maintaining truth and ethics at the forefront.

1.1.2.3 Referral Link(s): RCC shall provide to Affiliate unique referral link(s)(“Referral Link”) that Affiliate may provide to potential clients to use in purchasing services/packages from RCC. Use of Referral Link(s) will earn Affiliate a one-time commission off each unique link use associated with a direct purchase.

1.1.2.3.1Commissions: RCC shall pay Affiliates once a month on the 5th of the month for the previous months earnings unless otherwise specified.

1.1.2.3.2 Root Cause Clinic: Affiliate shall have a unique "Discount Code" to share Root Cause Clinic Biophysics Analysis packages found at www.rootcauseclinic.co associated with testing kit or service/package as well as give client a one-time discount on that purchased testing kit or service package in the amount of 10% off testing services and packages (membership’s, any other services, offerings that are not included). Code is not valid on any discounts Root Cause Clinic runs independently and from time to time. Cannot combine discounts, code usages with any other offers. Affiliate shall earn a $40.00 USD commission for each unique code used where a refund was not requested by client. Unlimited code uses per client for individual purchases allowed.

1.1.2.3.3 House of Hertz: Affiliate shall have a unique Referral Link they may provide to potential clients to use in purchasing services/packages from House of Hertz at www.houseofhertz.co. Use of Referral Link(s) will earn Affiliate a one- time commission off each unique link use associated with a direct purchase in the amount of $40.00 USD for single service or package purchased. Cannot be used or combined with any other offer/ discount. Limit one use per customer.

1.1.2.3.4 Where Physics Meets Physiology: Affiliate shall have a unique Referral Link they may provide to potential clients to use in purchasing course from Where Physics Meets Physiology at http://rootcausecourse.com. Use of Referral Link(s) will earn Affiliate a one- time commission off each unique link use associated with a direct purchase in the amount of $400.00 USD for purchase of Level 1, Level 2, or Level 3. Cannot be used or combined with any other offer/ discount. Limit one use per customer. Commission shall be paid 60 days from purchase on the following 5th provided there is no request for refund for that purchase. For example, "Jane" purchases on July 20th, 60 days from July 20th is September 20th, so payment will be issued October 5th.

1.1.2.3.5 Beyond the Bloodwork Summit: Affiliate shall have a unique Referral Link they may provide to potential clients to use in viewing the Beyond the Bloodwork Summit. If the Referral Link generates a sale for course Where Physics Meets Physiology at http://rootcausecourse.com, use of Referral Link(s) will earn Affiliate a one- time commission off each unique link use associated with a direct purchase in the amount of $400.00 USD for purchase of Level 1, Level 2, or Level 3. Cannot be used or combined with any other offer/ discount. Limit one use per customer. Commission shall be paid 60 days from purchase on the following 5th provided there is no request for refund for that purchase. For example, "Jane" purchases on July 20th, 60 days from July 20th is September 20th, so payment will be issued October 5th.

1.1.2.3.6 TAAM Touch Therapy: Affiliate shall have a unique Referral Link they may provide to potential clients to use in purchasing TAAM Touch Therapy Certification at http://taamtouchtherapy.com. Use of Referral Link(s) will earn Affiliate a one- time commission off each unique link use associated with a direct purchase in the amount of $400.00 USD. Cannot be used or combined with any other offer/ discount. Limit one use per customer. Commission shall be paid 60 days from purchase on the following 5th provided there is no request for refund for that purchase. For example, "Jane" purchases on July 20th, 60 days from July 20th is September 20th, so payment will be issued October 5th.

1.1.2.3.7 Root Cause Solutions: Affiliate shall have a unique Referral Link they may provide to potential clients to use in purchasing Root Cause Solutions at http://rootcausesolutions.co Use of Referral Link(s) will earn Affiliate a commission of 20 % once a month for the lifetime - that the customer remains a client without pausing their membership off each unique link use associated with a direct purchase. Cannot be used or combined with any other offer/ discount.

RCC may change purchasing services/packages, amount of discount to clients, and related pricing at its sole discretion without prior notice to Affiliate.

1.1.2.3.8 Aether Laboratories: Affiliate shall have a unique Referral Link to www.aetherlaboratories.co. Use of your unique link can earn 10% commission on the sales of the test kits sold to approved applicants.

1.1.2.4 Representation to Third Parties: Affiliate shall not provide medical advice when promoting RCC’s testing kits or services packages unless Affiliate is licensed or certified to give such advice. Affiliate acknowledges that RCC does not provide medical advice and Affiliate shall not represent to third parties that RCC is in any way providing medical advice or services through its testing kit or service packages, regardless of whether or not Affiliate is licensed or certified to give medical advice. Affiliate warrants and represents that Affiliate shall not in any way mislead third parties or make any representations that cause any liability to RCC. A sample list of the type of representations that can and cannot be made by Contractor is attached as Exhibit A. A violation of this section shall be considered a material breach of this Agreement.

1.1.2.5 Prohibited Content: Affiliate agrees that he or she will not post any content on any social media platform that, as determined by RCC in its sole discretion that:

1.1.2.5.1 goes against or disparages the naturopathic or alternative health sphere;

1.1.2.5.2 is pornographic, sexually explicit or suggestive, or contains profanity or nudity;

1.1.2.5.3 is unnecessarily violent or derogatory of any ethnic, racial, gender, religious, profession, or age group;

1.1.2.5.4 promotes alcohol, illegal drugs, tobacco, firearms/weapons (or the use of any of the foregoing);

1.1.2.5.5 promotes any activities that may appear unsafe or dangerous;

1.1.2.5.6 is obscene or offensive, or endorses any form of hate or hate group;

1.1.2.5.7 defames, misrepresents or contains disparaging remarks about other people or entities;

1.1.2.5.8 communicates a message or images inconsistent with the positive images and/or goodwill with which RCC wishes to associate; or

1.1.2.5.9 violates any law.

A violation of this section shall be considered a material breach of this Agreement.

1.1.3 Commission Payments: Affiliate shall receive a one-time payment for each purchase that uses Ambassador’s Referral Code/ Referral Link as specified in the terms above. Referral Codes/Links must be used by client at the time of purchase. RCC shall under no circumstances retroactively apply an Affiliate Referral Code/Link after a client purchase to grant Affiliate his or her commission or to refund a client the amount of the Referral Code discount. RCC shall pay Affiliates once a month on the 5th of the month for the previous months earnings unless otherwise specified. Commission payments shall be made to Affiliate on a monthly basis. Commission payments will be sent to the Affiliate address listed or as otherwise designated by Affiliate to RCC in writing such as by Direct Deposit provided all proper documents have been completed to include W-9 and Direct Deposit Form. Commission cannot be paid on using your own link for yourself. In order for commissions to be paid, it must be a third party end user and not yourself, the affiliate.

2.0 TERM AND TERMINATION.

2.1 Term: The term of this Agreement shall continue for one year commencing on the date this Agreement has been entered into above (“Term”). This term shall be renewed automatically for successive one-year periods (“Renewal Term”) unless otherwise terminated as provided in the next paragraph.

2.2 Termination

2.2.1 Termination by Either Party Without Cause: Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party.

2.2.2 Termination by RCC for Cause: RCC may terminate this Agreement with Affiliate upon written notice effective immediately for cause, if RCC, in its sole discretion, finds Affiliate is in material breach of this Agreement.

2.2.3 Effect of Termination: Upon termination of this Agreement, Affiliate shall immediately cease all promotion of testing kits and service packages. If this Agreement was terminated by either party without cause, then RCC shall mail Affiliate any previously earned commission payments owing to Affiliate up to the date of termination. Affiliate shall not have any further rights to commission after the date of termination. If this Agreement was terminated by RCC for cause, Affiliate shall forfeit any commissions then owed to Affiliate by RCC, as well as forfeit any further commission after the date of termination. Paragraphs 4, 5, 6, and 7 shall apply and survive termination and insure to the benefit of RCC, its successors and assigns.

3.0 RELATIONSHIP OF THE PARTIES

3.1 Independent Contractor: It is expressly agreed that Affiliate is a 1099 independent contractor, and is not, and shall not be deemed to be an employee of RCC. Nothing in this Agreement of the Parties’ relationship shall be construed to give either Party the power to direct and control the day-to-day activities of the other. The general conduct of the work performed by Affiliate under this Agreement shall be under Affiliate's sole control. RCC is primarily concerned with the results to be accomplished by Affiliate and has limited rights to control the details and means (as provided by this Agreement) by which Affiliate accomplishes these results as it is ultimately Affiliate's ability to promote RCC’s service/packages which will determine Affiliate's success in the Program.

Affiliate further understands and agrees that Affiliate shall be fully responsible for all tax obligations related to the payment of commissions earned by Affiliate under this Agreement. RCC shall neither withhold federal or state income taxes against Affiliate's commission nor pay FICA, state unemployment or other employment taxes, including worker’s compensation insurance, with respect thereto. Affiliate shall treat commissions received as self-employment income for federal and state tax purposes. Affiliate shall not receive vacation, sick pay, retirement, 401(k), pensions, health insurance, profit-sharing, or any other employee benefits. Nothing in this Agreement or in the course of dealing of the Parties shall be construed to constitute the Parties hereto as partners, joint ventures or as agents or employees of one another or as to authorizing either Party to obligate the other in any manner. Affiliate has no authority to commit, act for or on behalf of RCC, or to bind RCC under any obligations of liability.

4.0 CONFIDENTIALITY. Each Party hereto agrees that, except as otherwise required by law, rule, regulation, or order shall keep the contents of this Agreement and any information related to this Agreement confidential and further agrees that it shall not generate or participate in any publicity, publication, or media release, public announcement, or public disclosure, whether oral or written, regarding this Agreement without the prior written consent of the other Party. Affiliate agrees not to use or disclose to any other individual or entity any Confidential Information as defined herein without the express written consent of RCC. Confidential Information is defined as (a) any information contained in any materials delivered to Affiliate pursuant to this Agreement, (b) information which in any way related to RCC’s business affairs or that of any of its clients, Practitioners, or affiliates, and (c) information that is in any way related to RCC’s products, pricing, design development, or contacts. The provisions of the preceding sentence shall not in any way limit either Party's right to discuss any matters relating to this Agreement with its respective regulators, consultants, accountants, and attorneys. Upon termination of this Agreement, Affiliate shall deliver to RCC all Confidential Information and other materials in which RCC has exclusive rights. A violation of this section shall be considered a material breach of this Agreement. The entirety of this paragraph shall survive termination and insure to the benefit of RCC, its successors and assigns.

5.0 INTELLECTUAL PROPERTY

5.1 OWNERSHIP.

With respect to copyrighted and copyrightable works, ideas, discoveries, inventions, applications of trademark or patents, and any materials developed in connection with these under this Agreement (collectively, “Intellectual Property”), any and all such ownership rights belong to and shall remain with RCC, regardless of which Party has physical possession. Affiliate shall not personally hold any interest in any Intellectual Property originally belonging to RCC or subsequently derived from RCC’s materials or through the course of RCC business. Affiliate agrees to cooperate with RCC in protecting such rights, including cooperating with any patent or trademark of intellectual property or materials developed by Affiliate in performance of this Agreement. Affiliate agrees that all RCC services/ packages, and materials are owned by RCC and may not be copied, duplicated, distributed without RCC’s express written consent. A violation of this section shall be considered a material breach of this Agreement. The entirety of this paragraph shall survive termination and insure to the benefit of RCC, its successors and assigns.

6.0 NON-DISPARAGEMENT.

During the Term of this Agreement and any subsequent renewal terms, and for a term of five (5) years thereafter, Affiliate or any of his or her affiliates shall make any statements, comments, or take any actions whatsoever that would in any way disparage, slander, or libel RCC or its affiliates, other Ambassadors, Practitioners, clients, employees, technicians, directors, subsidiaries, partners, affiliated doctors, joint venture partners, collaborators, associates, successors and assigns. A violation of this section shall be considered a material breach of this Agreement. The entirety of this paragraph shall survive termination and insure to the benefit of RCC, its successors and assigns.

7.0 INDEMNIFICATION.

Affiliate shall save, defend, indemnify, reimburse and hold RCC and its affiliates harmless for all suits, actions, proceedings, losses, claims, liabilities, damages, costs and expenses (including all costs and reasonable attorneys’ fees) actually incurred in connection with any consultation or actual action, suit, claim losses or proceeding to which RCC shall be made a party by reason of any: (i) negligent acts or omissions of Affiliate or his or her affiliates; (ii) violation of this Agreement; (iii) fraudulent or dishonest conduct or intentional misrepresentation or other willful misconduct by Affiliate or his or her affiliates; (iv) breach by Affiliate or his or her affiliates of the terms hereof; or (v) taxes with respect to Commissions. The entirety of this paragraph shall survive termination and insure to the benefit of RCC, its successors and assigns.

8.0 LIMITATION OF LIABILITY.

Under no circumstances shall RCC be liable for any indirect, consequential, or punitive damages hereunder. Under no circumstances shall the aggregate liability of RCC to Affiliate hereunder exceed the aggregate amount of commissions actually paid by RCC to Affiliate hereunder in the three (3) months preceding the event giving rise to liability.

9.0 MEDIATION.

In case of any dispute arising under this Agreement which cannot be settled by reasonable discussion, the Parties agree that, prior to commencing any court proceeding, the Parties will first engage the services of a professional mediator agreed upon by the Parties and attempt in good faith to resolve the dispute through confidential non-binding mediation. Each Party shall bear one-half (1/2) of the mediator's fees and expenses and shall pay all of its own attorneys' fees and expenses related to the mediation. Should mediation fail, Paragraph 11.11 shall apply.

10.0 INJUNCTIVE RELIEF.

If Affiliate breaches or threatens the breach of Paragraphs 4, 5, or 6 of this Agreement, Affiliate acknowledges and agrees that RCC will suffer irreparable harm and the total amount of monetary damages for any injury will be impossible to calculate and therefore an inadequate remedy. Accordingly, Affiliate agrees and understands that upon his or her actual or threatened breach of the above named paragraphs, RCC shall be entitled to the immediate grant of injunctive relief without the requirement of posting a bond enjoining such actual or threatened violation by Affiliate, or any person acting in concert with Affiliate , and RCC may exercise any other rights or seek any other remedies to which RCC may be entitled to at law or in equity under this Agreement for any violations of such obligations.

11.0 GENERAL PROVISIONS

11.1 Entire Agreement.

This Agreement sets forth the entire agreement between the Parties, and supersedes and merges all contracts, proposals, oral or written, and all other communication between the Parties with respect to the subject matter hereof.

11.2 Representation of Authority.

Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized, and that this Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms.

11.3 Amendment.

No modification, amendment or waiver under this Agreement shall be valid unless in writing and signed by both Parties.

11.4 Subcontractors.

Affiliate shall not enter into any subcontracts for any of the work contemplated under this Agreement without prior written consent by RCC. This Agreement shall be incorporated by reference in every such subcontract. Affiliate hereby agrees that all subcontractors shall be subject to any terms and conditions that RCC, in its sole discretion, may deem necessary.

11.5 Notices.

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, certified mail address as follows:

For RCC:

ROOT CAUSE CLINIC LLC

562 Concord Way

Saint George, Ut 84770

For Affiliate: address listed in form above.

Such address may be changed by either Party by providing written notice to the other Party in the manner set forth above.

11.6 Successor and Assigns.

Affiliate may not assign this Agreement without the express prior written consent of RCC and any unauthorized attempted assignment will be null and void. RCC may assign this Agreement upon written notice to Affiliate.

11.7 Interpretation.

The words and phrases used herein shall have the meaning generally understood in the field of alternative and allopathic health sciences. This Agreement shall be construed in accordance with its fair meaning and not for or against either Party on account of which Party drafted this Agreement.

11.8 Force Majeure.

Neither Party shall be liable in any way for delay, failure in performance, loss or damage due to any of the following: fire, strike, embargo, labor dispute, explosion, power blackout, earthquake, volcanic action, flood war, water, the elements, civil or military authority, acts of God, acts of public enemy, inability to secure products, acts or omissions of service providers, epidemic or pandemic, government ordered shelter-in-place or stay-at-home orders, or other causes beyond its reasonable control.

11.9 Governing Law, Choice of Law and Forum.

This Affiliate shall be construed in accordance with and governed by the laws of the State of Utah without regard to conflict of law principles. Any legal action or proceedings brought to enforce the terms of this Agreement shall be filed in a court of competent jurisdiction within Washington County in Utah.

11.10 No Waiver.

The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce or compel strict compliance to of every provision of this Agreement.

11.11 Attorneys’ Fees.

Notwithstanding Paragraph 8, as a consequence of any action, suit or proceeding brought under this Agreement, the prevailing Party shall be entitled to its costs, expense, and if law permits, its reasonable attorneys’ fees.

11.12 Scan Signature.

This Agreement may be executed in counterparts, each which shall be deemed an original, but all of which shall together constitute one and the same instrument. This Agreement may be executed by the exchange of scanned copies or faxed copies of signed copies hereof.

11.13 Severability.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Should a court of competent jurisdiction determine any portion of this Agreement invalid or unenforceable, the provision shall be amended as consistent as possible to the original intent of the provision to as make the provision valid and enforceable.

11.14 Headings.

The headings in each section and sub-section of this Agreement are inserted for convenience and reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

11.15 Construction Capacity and Counsel.

For purposes of construction, this Agreement will be deemed as being drafted by both Parties equally. Affiliate is executing this Agreement in his or her capacity and has had opportunity to seek legal advice prior to the execution hereof.