MoldCo Affiliate Agreement

This Affiliate Agreement (the “Agreement”) is entered into by and between The Immune Co., a Delaware corporation, or its designated management services organization affiliate (“MoldCo MSO,” “Company,” “we,” or “us”), and the individual or entity accepting this Agreement (“Affiliate,” “you,” or “your”). Company and Affiliate may be referred to individually as a “Party” and collectively as the “Parties.”

This Agreement is effective as of the date you accept it (including via clickwrap) or the effective date stated in an Order Form (the “Effective Date”). By accepting this Agreement, you represent you have the authority to bind Affiliate.

1. Definitions

1.1 “Affiliate Link” means the unique tracking link, code, or other attribution mechanism provided by MoldCo to Affiliate.
1.2 “Attributed Member” means an individual who enrolls in a MoldCo Platform Membership using an Affiliate Link and is attributed to Affiliate by MoldCo’s tracking systems.
1.3 “Platform Membership” means MoldCo’s non-clinical subscription that provides access to MoldCo’s technology platform, member portal, educational and informational resources, administrative tools, and other non-clinical platform features (the “Platform Services”).
1.4 “Platform Fee” means the fee paid by a Member for the Platform Membership.
1.5 “Qualified Subscription” means an Attributed Member who (a) successfully completes enrollment in the Platform Membership, and (b) successfully pays the first Platform Fee, meaning the first-month payment is captured/settled and not reversed/charged back during the Qualification Period.
1.6 “Qualification Period” means the period beginning on the enrollment date and ending 60 days thereafter.
1.7 “Commission” means the marketing fee payable to Affiliate for each Qualified Subscription as described in Section 4.
1.8 “Order Form” means any program addendum, enrollment form, online portal terms, or written schedule that incorporates this Agreement and sets out commercial terms (if any).
1.9 “Healthcare Services” means clinical, diagnostic, laboratory, telehealth, pharmacy, prescription, or other healthcare-related professional services provided by independent third-party licensed providers and/or professional entities (“Third-Party Providers”).
1.10 “Program” means MoldCo’s affiliate marketing program under this Agreement.
1.11 “Program Policies” means MoldCo’s written program policies, brand guidelines, content requirements, and compliance rules applicable to affiliates, as updated from time to time.

1.12 “Bounty” means a discretionary, marketing-only incentive payment offered by MoldCo to Affiliate for completing specific, MoldCo-defined marketing actions (e.g., publishing approved content, achieving traffic or Qualified Subscription milestones), the eligibility criteria, amount, and duration of which are set forth and updated by MoldCo from time to time through the affiliate platform or other written notice. Bounties are not paid for the referral of patients or for the furnishing, ordering, recommending, or arranging of Healthcare Services.

1.13 “Member Promotion” means any promotional pricing, discount, trial, or other introductory incentive that MoldCo may, in its sole discretion, offer to prospective Members from time to time in connection with enrollment in the Platform Membership.

2. Program Scope; Relationship to Healthcare Services

2.1 Marketing Services Only. Affiliate will promote the Platform Membership to prospective users using only MoldCo-approved materials and Affiliate Links. Affiliate’s activities are marketing and promotional services only.
2.2 No Healthcare Services Relationship. Affiliate acknowledges and agrees that: (a) MoldCo (the MSO) does not provide medical care and does not practice medicine; (b) any Healthcare Services are provided solely by Third-Party Providers under separate clinical terms/consents between the Member and such Third-Party Providers; (c) Affiliate is not authorized to market, arrange, recommend, or induce the furnishing of Healthcare Services; and (d) Affiliate is not compensated for Healthcare Services.
2.3 No Agency. Affiliate is an independent contractor. Nothing in this Agreement creates any partnership, joint venture, fiduciary, franchise, agency, employment, or representative relationship. Affiliate will not represent otherwise and has no authority to bind MoldCo.

3. Affiliate Obligations; Use of Materials

3.1 Compliance with Program Policies. Affiliate will comply with this Agreement and all Program Policies. MoldCo may update Program Policies upon notice (including via portal or email). Continued participation in the Program after an update constitutes acceptance.
3.2 Approved Statements Only. Affiliate will not make statements about MoldCo, the Platform Membership, or any Third-Party Providers except as (a) included in MoldCo-approved materials, or (b) expressly approved in writing by MoldCo.
3.3 Prohibited Conduct. Affiliate will not: (a) use spam, deceptive practices, or misleading claims; (b) use paid search or social ads using MoldCo trademarks unless expressly authorized in writing; (c) bid on “MoldCo” or confusingly similar terms without written permission; (d) use malware, cookie-stuffing, forced clicks, or attribution manipulation; (e) offer rebates, coupons, or incentives unless MoldCo has approved them in writing; or (f) imply that Affiliate is being paid to “send patients” for medical care, tests, prescriptions, or treatment.
3.4 Affiliate Link Integrity. Affiliate will not interfere with tracking or circumvent attribution rules. MoldCo’s tracking determination is final absent manifest error.

4. Commission

4.1 Commission Amount. Subject to this Agreement, MoldCo will pay Affiliate $79 per Qualified Subscription (the “Commission”), unless otherwise set forth in an Order Form. The Commission amount is fixed and is not adjusted based on any Member Promotion or discount applied to the Platform Fee.
4.2 When Earned. Commission is earned only when MoldCo confirms a Qualified Subscription (first Platform Fee successfully paid and not reversed during the Qualification Period). For the avoidance of doubt, Commissions accrue as “pending” during the Qualification Period and are not earned, vested, or payable until the Qualification Period has closed without reversal, refund, or chargeback. This pending period safeguards against refunds, chargebacks, and fraudulent transactions and is unrelated to the provision of any Healthcare Services.
4.3 Payment Source; Payment Collection Neutrality. The Parties acknowledge: (a) the Commission is paid solely by the MSO from its own funds for marketing services related to Platform Membership; and (b) the Platform Fee may be processed/collected by MoldCo, an affiliated entity, a professional entity, or a designated payment processor depending on operational structure and member-facing terms; regardless of who processes the Platform Fee, Commission eligibility is based only on MoldCo’s confirmation of a Qualified Subscription and is paid by the MSO.
4.4 Not Tied to Healthcare Services. The Parties agree: the Commission is not paid in exchange for, or contingent upon, the referral of patients or the furnishing, ordering, recommending, or arranging of Healthcare Services, prescriptions, laboratory testing, or any other healthcare items or services; and the Commission does not take into account the volume or value of any business generated for Third-Party Providers.
4.5 Commercial Reasonableness. The Parties agree the Commission reflects fair market value for Affiliate’s marketing services and is commercially reasonable and negotiated at arm’s length.
4.6 Payment Timing; Statements; Disputes. MoldCo will pay Commissions monthly in arrears within 30 days after month-end, subject to reconciliation and offsets. MoldCo may provide a commission statement via portal or email. Affiliate must dispute any statement within 30 days of receipt, or it is deemed accepted.
4.7 Minimum Payout; Taxes. MoldCo may apply a minimum payout threshold of $100 (or pay earlier at MoldCo’s discretion). Affiliate is responsible for all taxes and will provide required tax forms (e.g., W-9). MoldCo may withhold as required by law.
4.8 Offsets; Chargebacks; Fraud; Compliance Holds. MoldCo may withhold, offset, deny, or claw back Commissions for chargebacks, refunds, payment reversals, suspected fraud, Program Policy violations, or inaccurate payment details, including placing payments on hold pending compliance review.
4.9 No Renewal Commissions Unless Expressly Stated. No Commission is paid for renewals or subsequent months unless an Order Form expressly provides otherwise.

4.10 Bounties. From time to time, MoldCo may, in its sole discretion, offer Bounties to Affiliate. The eligibility criteria, qualifying actions, amount, payment timing, and duration of each Bounty will be set forth by MoldCo through the affiliate platform (currently Dub) or other written notice, and may be added, modified, suspended, or discontinued by MoldCo at any time without amendment to this Agreement. Affiliate’s participation in any Bounty constitutes acceptance of its then-current terms. Bounties are paid solely by the MSO from its own funds as additional compensation for marketing services and are subject to all terms of this Section 4 on the same basis as Commissions. Without limitation, no Bounty will be paid in exchange for, or contingent upon, the referral of patients, the furnishing or arranging of Healthcare Services, prescriptions, laboratory testing, or any other healthcare items or services, and no Bounty will take into account the volume or value of any business generated for Third-Party Providers. MoldCo will not offer, and Affiliate will not accept, any Bounty that is conditioned on a clinical action by or on behalf of a Member. Bounties may include (i) fixed-amount rewards for completing discrete marketing actions (e.g., publishing an approved video, blog post, or podcast mention referencing MoldCo) and (ii) tiered or milestone rewards based on the cumulative number of Qualified Subscriptions attributable to Affiliate over a defined period (each such count, a “Conversion Count”). For all Bounties, the Conversion Count is measured solely by the number of Qualified Subscriptions (as defined in Section 1.5) and does not, and will not be construed to, count, measure, or reward any clinical encounter, prescription, laboratory test, telehealth visit, treatment, or other Healthcare Service. No Bounty will be structured, calculated, or paid in a manner that varies with the volume or value of Healthcare Services furnished to or for any Member.

4.11 Member Promotions. MoldCo may, in its sole discretion, offer Member Promotions to prospective Members enrolling via Affiliate Links (e.g., a percentage discount applied to one or more Platform Fees during an introductory period). The structure, amount, and duration of any Member Promotion are determined and may be modified by MoldCo at any time. Member Promotions are agreements solely between MoldCo (or its applicable affiliated or professional entity) and the Member, are governed by the applicable member-facing terms, and confer no rights on Affiliate. As provided in Section 4.1, the Commission amount is not adjusted based on any Member Promotion. Affiliate may only reference, advertise, or describe a Member Promotion using MoldCo-approved materials or as expressly approved in writing by MoldCo.

5. Compliance Requirements

5.1 General Legal Compliance. Affiliate will comply with all applicable laws and regulations, including consumer protection, advertising, anti-spam, privacy/data protection, and endorsement laws.
5.2 Healthcare Compliance. Affiliate will not market the Program in a manner that implies the Commission is paid for obtaining patients or business for clinical care, provider time, prescriptions, tests, or treatment. Affiliate will not engage in conduct that would violate applicable healthcare fraud and abuse or fee-splitting laws, including but not limited to, the federal Anti-Kickback Statute, and where applicable EKRA, and similar state laws.
5.3 No Clinical Claims; No Medical Advice. Affiliate will not: (a) represent itself as a healthcare provider on MoldCo’s behalf; (b) provide medical advice; (c) claim MoldCo diagnoses, treats, cures, or provides medical care; (d) guarantee outcomes; or (e) make scientific/clinical claims unless MoldCo provides substantiation and written approval.
5.4 Affiliate Disclosures. Affiliate must clearly and conspicuously disclose its material connection with MoldCo (e.g., “I may earn a commission if you join using my link”) in each post/communication where required, including social media, video, podcasts, and emails, consistent with FTC guidance and platform rules.
5.5 Healthcare Advertising Guardrails. Affiliate is not authorized to advertise Healthcare Services or represent that it is promoting medical services. If Affiliate is itself a licensed clinic/practice, Affiliate is solely responsible for ensuring its advertising complies with professional rules and state-specific requirements (including that any healthcare advertising is in the name of the licensed professional entity and not MoldCo).
5.6 Privacy; No PHI. Affiliate will not collect, transmit, or share sensitive health information with MoldCo and will not send MoldCo any medical information about prospective Members. Any personal data shared must be limited to what MoldCo explicitly requests for program administration and must be permitted by law.

5.7 Healthcare Provider Restrictions. Affiliate may not participate in the Program if Affiliate is a licensed healthcare provider, medical practice, or other entity or individual in a position to directly or indirectly refer, recommend, or influence patients’ selection of Healthcare Services, unless expressly approved in writing by MoldCo. Without limiting the foregoing, Affiliate may not use the Program to promote the Platform Membership in a manner that is directed to or based on patients for whom Affiliate provides or may provide clinical care, or otherwise use the Program in connection with any patient relationship. MoldCo reserves the right to restrict, modify, or prohibit participation in the Program by any Affiliate where necessary to ensure compliance with applicable healthcare laws and regulations.

6. Intellectual Property; Publicity

6.1 Limited License. During the Term, MoldCo grants Affiliate a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use MoldCo’s approved trademarks and materials solely to perform under this Agreement and in accordance with Program Policies.
6.2 Approvals. All uses of MoldCo marks/materials must be pre-approved (or pulled from MoldCo’s approved library) and comply with MoldCo’s specifications. MoldCo may revoke approval at any time.
6.3 No Implied Rights. All rights not expressly granted are reserved. Affiliate acquires no ownership interest in MoldCo IP.
6.4 Publicity. Affiliate will not issue press releases or public announcements about this Agreement without MoldCo’s prior written consent.

7. Confidentiality

7.1 Confidential Information. Each Party may receive nonpublic information about the other Party, including program terms, rates, conversion data, and business plans (“Confidential Information”).
7.2 Obligations. The receiving Party will protect Confidential Information with at least reasonable care, use it only to perform under this Agreement, and disclose it only to those with a need to know who are bound by confidentiality obligations.
7.3 Exclusions; Compelled Disclosure. Standard exclusions apply. If legally compelled, the receiving Party will provide prompt notice (where lawful) and cooperate in seeking protective treatment.

8. Representations and Warranties; Disclaimers

8.1 Mutual. Each Party represents it has authority to enter into this Agreement and will comply with law.
8.2 Affiliate-Specific. Affiliate represents its content and practices will not be deceptive or misleading and will not infringe third-party rights.
8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH, MOLDCO PROVIDES THE PROGRAM “AS IS” AND DISCLAIMS ALL IMPLIED WARRANTIES.

9. Indemnification; Limitation of Liability

9.1 Mutual Indemnity. Each Party will defend and indemnify the other against third-party claims arising from its breach, negligence, misconduct, or violation of law, including Affiliate’s advertising, disclosures, and claims.
9.2 Control of Defense. The indemnifying Party controls the defense subject to the other Party’s cooperation and reasonable approval of settlement (not to be unreasonably withheld).
9.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. MOLDCO’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE COMMISSIONS PAID (OR PAYABLE) TO AFFILIATE IN THE 2 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Term; Termination

10.1 Term. This Agreement begins on the Effective Date and continues until terminated as provided herein (or for the term stated in an Order Form, if any).
10.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon 30 days’ written notice. MoldCo may suspend Affiliate’s participation immediately pending investigation of suspected noncompliance or fraud.
10.3 Termination for Cause. Either Party may terminate upon written notice for material breach not cured within 10 days (or immediately for incurable breach). MoldCo may terminate immediately for fraud, unlawful marketing, failure to include FTC disclosures, making prohibited medical claims, or misuse of IP.
10.4 Effect of Termination. Upon termination, Affiliate will stop using MoldCo IP, remove links/materials as requested, and return/destroy Confidential Information. MoldCo will pay undisputed earned Commissions accrued prior to termination, subject to offsets, chargebacks, and compliance holds.

11. Records; Audit

11.1 Records. Affiliate will maintain reasonable records evidencing compliance with this Agreement (including disclosures) for 2 years.
11.2 Compliance Review. MoldCo may request samples/screenshots/URLs of Affiliate promotions to verify compliance. If material noncompliance is found, Affiliate will promptly cure and reimburse MoldCo for reasonable enforcement costs.

12. Non-Solicitation

Affiliate will not knowingly take steps intended to evade tracking or attribution (including directing prospects away from the Affiliate Link to create off-program arrangements) where the prospect was sourced through Affiliate’s Program efforts.

13. Notices

Notices must be in writing and delivered by email (and optionally mail) to the addresses in an Order Form or as otherwise designated.
To MoldCo: support@moldco.com
To Affiliate: the email provided during enrollment.

14. Miscellaneous

14.1 Governing Law; Venue. Delaware law governs this Agreement without regard to conflict of laws principles. Exclusive venue lies in the state or federal courts located in New Castle County, Delaware, and each Party consents to personal jurisdiction there.
14.2 Assignment. Affiliate may not assign without MoldCo’s written consent. MoldCo may assign to an affiliate or in connection with a merger/sale.
14.3 Severability. Invalid provisions will be modified to best effectuate intent; the remainder remains in force.
14.4 Entire Agreement; Order of Precedence. This Agreement (and any Order Form) is the entire agreement regarding the Program. If conflict: an Order Form controls only for expressly stated business terms; otherwise this Agreement controls.
14.5 Amendments. Must be in writing signed by both Parties, except Program Policies may be updated by MoldCo with notice; continued participation constitutes acceptance.
14.6 No Third-Party Beneficiaries. None.
14.7 Counterparts; E-Signature. Permitted.

ACCEPTED AND AGREED:
Affiliate accepts this Agreement electronically or by participating in the Program as of the Effective Date.