Abacus Health Products, Inc.
Affiliate Terms and Conditions

These Terms and Conditions (this “Agreement”), sets forth the terms and condition for participation in the HCPs affiliate program (the “Affiliate Program”) of Abacus Health Products Inc. (the “Company”) in respect of its CBD CLINIC™ products (the “Products”). Your participation in the Affiliate Program is subject to this Agreement, and by clicking “agree” in the CBD CLINIC Affiliate Program registration page, or by your use or download of any Promotional Materials (as defined below) you signify your consent to the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, do not click “agree”, do not submit an application to or participate in the Affiliate Program and do not use or download any Promotional Materials. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement. This Agreement was last revised on May 1, 2020.

1. Promotional Materials. Company shall make available to you certain banner advertisements, button links, text links, and/or other graphics or textual material regarding the Products for display and use on your website (the “Promotional Materials”). You may display the Promotional Materials prominently on websites that you own or control, or in emails that you clearly identify as originating from you, as you see fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. You may not modify any Promotional Materials or misrepresent Company’s products and services, including the price, availability or medical or health claims of Company’s products and services. All promotional information regarding Company’s products and services must be approved by regulatory authorities including the United States Food and Drug Administration. Any misrepresentation or modification of Promotional Materials provided by Company may subject you to substantial legal claims, fines and penalties. You may not use any language to describe Company’s products and services other than the specific Promotional Materials provided by Company. Company may modify Promotional Materials or the links therein from time to time in its discretion without prior notice to you. You shall promptly comply with all requests from Company to remove or delete any Promotional Materials.

2. Registration. In order to register for the Affiliate Program, you must provide information as we require, including payment information. It is your responsibility to keep such information up-to-date. You must accurately complete the affiliate registration application form, including providing accurate and complete identification and contact information. Company shall review the application and notify you in writing of your acceptance to or rejection from the Affiliate Program. Company may accept or reject your application in its discretion for any reason.

3. License. Subject to all the terms and conditions of this Agreement, Company hereby grants you a limited, nonexclusive, nontransferable, non-sublicensable license to use the Promotional Materials pursuant to the terms and conditions of this Agreement. The license shall expire upon the expiration or termination of this Agreement. Such license does not include any use of the Promotional Materials that is prohibited by this Agreement.

4. Use of Promotional Materials. Your use and display of the Promotional Materials on your website shall conform to the following terms, conditions, and specifications:

(a) You may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display;

(b) You may only use the Promotional Materials for the purpose of promoting Company’s website (and the products and services available thereon), and for linking to Company’s website;

(c) You will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company; in particular, you shall not modify any Promotional Materials or other language provided by Company concerning the purposes, targets and claims of Company’s products and services. You will not make any representations or warranties concerning the Products except as set forth in the Promotional Materials.

(d) The Promotional Materials will be used to link only to Company’s website, to the specific page and address as specified by Company;

(e) You will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company, Products or Company’s website. All emails you send in connection with the Affiliate Program must include an appropriate opt-out link and other materials or content required by applicable law and regulations. From time to time, Company may request that you submit all emails regarding the Products to Company for Company’s approval and, in such event, you shall not send any emails regarding the Products without Company’s prior written approval. Company’s approval does not derogate from your obligations under this Agreement.

(f) Except pursuant to the prior written consent of Company, you will not place the Promotional Materials or advertisements for Products on (a) any online auction platform (such as eBay or Amazon), (b) chat rooms or online bulletin boards.

5. Intellectual Property. Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant you any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the limited rights to use the Promotional Materials granted in Section 3. You shall not use or bid on any trademarks of Company as a keyword in any online advertising or search engine.

6. Commissions.

(a) In consideration for your display of the Promotional Materials, and for your compliance with and performance of the terms and conditions of this Agreement, Company shall pay you a commission (the “Commission”) according to the terms and conditions hereof.

(b) The Commissions shall equal a percentage of Net Revenue, where the applicable percentage shall be indicated by Company on your affiliate program dashboard. “Net Revenue” means the amounts actually received by Company from purchases of Products made by end users through Company’s website by a user that first accesses Company’s website concerning the Products directly through a link contained in Promotional Materials on your website or your emails, but only in respect of purchases of Products made by such end user in the ninety-day period after such user first accesses the Company’s website directly from such links. This percentage is subject to change by the Company at any time and without notice. Notification to Affiliate of any change in commission percentage will be given by Company at the email address on hand for the Affiliate. For the avoidance of doubt, Net Revenue does not include amounts that (a) Company must pay to any third party, such as any vendor in respect of goods and services purchased by a user through the Company website, (b) in respect of amounts paid in respect of taxes or other government charges, (c) in respect of amounts paid in respect of delivery, storage, transportation, shipment or insurance, or (d) in respect of any purchases that Company determines are fraudulent. Net Revenue shall be reduced by chargebacks and refunds (which Company can make in its discretion), which may be applied by Company against Commissions in any subsequent payment cycle. Company may offset against amounts due hereunder any amounts you owe Company, either under this Agreement or pursuant to other arrangements. Company may withhold payments under this Agreement in respect of transactions that Company believes are fraudulent or in breach of this Agreement.

(c) Except to the extent agreed otherwise by the parties in writing, Commissions shall be payable on up till the fifteenth calendar day of each calendar month, in respect of Net Revenues actually received prior to the payment date. If such payment date is not a business day, payment shall be made on the next business day in Company’s jurisdiction. All payments require a minimum balance of $100 prior to payment. Commissions that total less than the foregoing amounts shall accrue until the payment cycle in which the amount payable equals at least $100. Company shall deduct from amounts payable any payment processing fees charges to Company, such as wire transfer fees. You must keep your payment account information up-to-date. Company shall not be responsible for any amounts lost or mispaid due to inaccuracies in payment account information provided to Company or the failure to keep such information up-to-date.

(d) In the event that you materially breach this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to you shall be forfeited, and Company shall not be obligated to pay such Commissions.

(e) You may view information regarding your account at the Affiliate dashboard located at https://cbdmedic.refersion.com/affiliate/ which will show approved purchases for the Affiliate’s account. Amounts displayed in the dashboard are not final and are subject to final verification, chargebacks, refunds and actual receipt of amounts by Company.

(f) All tracking of purchases and calculations of Net Revenue shall be made by Company in its sole discretion. In calculating Net Revenue, the parties agree to use “Cookie Day Tracking”, which for the attribution of an action requires a visitor to use the same device and browser, not be using private browsing/incognito mode, and to not have cleared their cookie and browsing data. Commissions shall not be payable on purchases of Products that are not included in Net Revenue as a result of the use of this tracking method.

(g) In the event that you dispute any calculations or any invoice, you must submit that dispute to Company in writing and in sufficient detail within thirty (30) days of the date on the invoice, and show that your conflicting calculations use generally accepted industry methods of tracking and calculations consistent with this Agreement. If you do not dispute any invoice or calculations as set forth herein, then you agree that you irrevocably waive any claims concerning that invoice or those calculations.

7. Your Representations and Warranties. You represent and warrant that:

(a) You have the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement; and

(b) Your website and emails do not contain any materials that: (i) are sexually explicit, obscene, or pornographic; (ii) are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise); (iii) are graphically violent, including any violent video game images; (iv) are solicitous of any gambling or unlawful behavior; or (v) infringe the intellectual property, privacy or publicity rights of any third party. You will notify Company in writing if these representations or warranties are no longer accurate.

8. Your Content. You have full responsibility for any content appearing on your website or in your emails or in any other materials made available by you (“Content”), aside from the Promotional Materials. You will ensure that Content does not copy or resemble the look and feel of any of Company’s website or materials, or create the impression that your websites, business or Content are endorsed by Company, without Company’s prior written consent. You will always prominently post and make available to end-users a privacy policy in compliance with all applicable laws and regulations that clearly and thoroughly discloses your information collection, use and sharing practices, including in respect of your participation in the Affiliate Program. You shall comply with all applicable laws, rules, and regulations as they relate to your business, your Media or your use of the Promotional Materials and participation in the Affiliate Program. You shall clearly identify any pop-up or pop-under advertising as served by you in the title bar of the applicable window. You shall only install client-side ad serving software on an end-user’s device if the functionality of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-English end user license agreement and the software may be easily removed by end user according to generally accepted methods.

9. Indemnification. You shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of your warranties, representations or covenants in this Agreement. In addition, you shall defend, indemnify and hold Company harmless from all losses, damages, costs and expenses, including in respect of court costs and costs of legal counsel and court costs (“Losses”) which Company may incur as a result of your Content, your breach of this Agreement or your misrepresentation of Company’s products and services. Such Losses may include, without limitation, any Losses resulting from third party claims against Company or from regulatory investigations, fines, and penalties. Company may assume sole control of any such third-party claim and regulatory investigation, provided that you may be represented by your own legal counsel at your sole cost and expense. You shall fully cooperate in any such third party and regulatory investigation.

10. Confidentiality. Any information that you are exposed to by virtue of your relationship with Company under this Agreement, which information is not available to the general public, shall be considered “Confidential Company Information”. You may not disclose any Confidential Company Information to any person or entity or use such Confidential Company Information for any purpose other than satisfying your obligations hereunder. You may disclose Company Confidential Information where required by law or regulation, provided that you provide Company with prompt prior written notice of such requirement and cooperate with Company to minimize or eliminate such requirement. The terms and conditions of this Agreement, and all information regarding customers of Company, Net Revenues, and sales of Company products and services, shall be deemed the confidential information of Company.

11. Term. This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 11. Either Party shall have the right to terminate this Agreement at any time and for any cause upon prior written notice. Company may terminate this Agreement without notice if Company reasonably believes that you have materially breached this Agreement (which, for clarity, includes without limitation any breach of your warranties and representations hereunder or any breach of Sections 4, 5, 7 or 8 of this Agreement) or Company has a reasonable belief that your continued activities hereunder may subject Company to third-party claims or regulatory investigations. Upon termination of this Agreement, all rights and licenses granted to you hereunder shall automatically terminate, and Company may render all provided links inactive, and you shall cease all use of the Promotional Materials and except as set forth herein Company shall have no further obligation to make payments of any amounts hereunder (including without limitation in respect of any Commissions) to you. Sections 4 – 5 and 7 – 14 shall survive the termination or expiration of this Agreement for any reason. Except as otherwise set forth in this Agreement, Company’s obligation to make payment of Commissions accrued prior to termination shall survive the termination or expiration of this Agreement.

12. Limitation of Liability. Company shall not be liable for any direct, indirect, special, incidental or consequential damages, including economic losses, loss of profits, loss of data, or costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement. In no event shall the liability of Company hereunder exceed the amounts actually received by Company hereunder in the twelve months prior to the applicable claim. All Promotional Materials are provided “As-Is”, and Company disclaims all applicable representations and warranties in respect thereof or in respect of the Products, including without limitation all implied or statutory representations and warranties, including without limitation any warranties of non-infringement, fitness for a particular purpose and merchantability.

13. Miscellaneous. This Agreement shall be governed by the law of the State of New York, United States exclusive of its choice of law rules. Any action to be brought in connection with this Agreement shall be brought exclusively in the competent state or federal courts in Providence, Rhode Island and you consent to the exclusive jurisdiction of such courts. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief to prevent a breach of this Agreement in the courts of any competent jurisdiction. In the event that any provision of this Agreement is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of this Agreement shall remain in full force and effect. Except as may be expressly stated in this Agreement, this Agreement constitutes the entire agreement between Company and you pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. Company may assign our rights and obligations hereunder to any third party without prior notice. You shall not assign any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice to you hereunder, we may provide such notice to the email account or account of any social networking site that you provided upon registration. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and you. You shall provide services for Company as an independent contractor. You shall have no authority to bind Company into any agreement, nor shall you be considered to be an agent of Company in any respect. Company may modify this Agreement by ten business days notice to you. If you do not agree to any such modifications, you may terminate this Agreement during such tern business day period. Failure to terminate this Agreement following such notice shall constitute your agreement to any such changes.