TERMS AND CONDITIONS

By pressing "Apply" button at the program application form, you automatically agree to our terms and conditions listed below.

This Agreement, including the Advertising and Promotion Guidelines and the description of the Gary Null & Associates, Inc. (“GNA”) Affiliate Program (collectively the "Agreement") is a legally binding agreement between GNA, and each of its participating Affiliates. BY REGISTERING FOR AND PARTICIPATING IN THE GNA AFFILIATE PROGRAM (THE "PROGRAM"), YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. By checking or clicking the "Accept" or similar language box below, you agree that the effective date of this Agreement is the date on which you check such box below.

Once you are accepted into the Program, your participation in the Program is governed by this Agreement. Even after you are accepted into the Program, we may terminate this Agreement and your participation in the Program for any reason or no reason at any time. In addition, we may terminate this Agreement and your participation in the Program immediately if we determine that you or your Site (as defined below) violates any terms of this Agreement.

I. Your Obligations.

1. Eligibility.

To be eligible to be a GNA Affiliate (“Affiliate”), you must be at least eighteen (18) years of age or the age of majority in your place of residence; operate a website, mobile application, social networking page, or subscription newsletters ("Site"); be approved by GNA; and your Site must not: (a) mislead others, contain false source-identifying information, contain or transmit any malicious or unsolicited software or engage in spamming or indiscriminate advertising; (b) contain or promote any content that is libelous, defamatory, obscene, abusive, pornographic, violent, indecent, harassing, deceptive, threatening, bigoted, hate-oriented, targeted at persons under the age of 18, violates or infringes other people's intellectual property, privacy, publicity, or other laws or legal rights of any third party, or offers any illegal good or service; (c) engage in the sale or promotion of pornography, tobacco, firearms, alcoholic beverages, gambling, or any illegal activity, or (d) have previously been terminated from the Program. Additionally, your Site must not promote or link to other websites that do any of the foregoing. You remain solely responsible for the content of your Site and its compliance with all applicable laws and regulations. By opting-in to this Agreement, you affirm that you are at least 18 years of age or the age of majority in your place of residence, and are fully able and competent to enter into, abide by, and comply with the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement.

2. Enrollment in the Affiliate Program

a. To begin the enrollment process, you must submit a completed Affiliate Program Signup Form. The Signup Form can be found at https://garysvitamincloset.refersion.com

We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your Site is not suitable for the Affiliate Program for any reason, including, but not limited to, its inclusion of content that is, in our opinion, unlawful or otherwise in violation of our policy.

b. If we reject your application for any reason, you may not re-apply to the Affiliate Program utilizing the same domain name/URL or reapply using a different domain/URL name and then add the previously rejected domain name/URL to your affiliate account. GNA, in its sole discretion, reserves the right to notify or to not notify any prospective affiliate of their rejection or removal from the Affiliate Program at any time.

3. Promotion of Our Affiliate Relationship Use of Links.

If you qualify and agree to participate as an Affiliate, we will make a variety of graphic and textual links available to you (each referred to herein as a "Link" or collectively, as the "Links"). The Links will serve to identify your site as a member of the Affiliate Program and will establish a link from your website or e-mail to GNA’s website. Visitors to your site who click on a Link and get re-directed to GNA’s website shall be “Referred Customers.” You agree to cooperate fully with us in order to establish and maintain such Links. You further agree that your use of the Links must be in compliance with this Agreement at all times. GNA may modify the Links from time to time in its sole discretion. You will not use graphic or textual images (indicating a Link) or text messages to promote GNA that are not approved in advance by GNA. All Affiliate Sites shall display the Links prominently in relevant sections of their website. Furthermore, you agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer's knowledge (e.g. iframe). Any information with respect to GNA that is going to be displayed on the Affiliate Site must be preapproved by GNA in writing. Each link connecting users of your Site to the GNA Site shall not alter the look, feel, or functionality of the GNA Site. Affiliates that create or generate their own creative materials in an effort to promote GNA through the Program must get GNA’s written approval of all such materials prior to publishing.

4. Obligations Regarding Your Affiliate Site

You are solely responsible for the development, operation, and maintenance of your Affiliate Site and for all materials that appear on your Affiliate Site. Such responsibilities include, but are not limited to, the technical operation of your Affiliate Site and all related equipment; creating and posting product reviews, descriptions, and references on your Affiliate Site and linking those descriptions to our website; verifying the accuracy of materials posted on your Affiliate Site (including, but not limited to, all materials related GNA Products and Services); and ensuring that materials posted on your Affiliate Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters. We have the right in our sole discretion to monitor signups through your Affiliate Site from time to time to determine if you are in compliance with the terms of this Agreement. If you are not in compliance we may terminate your participation in the Affiliate Program effective immediately.

5. Licenses and Use of GNA Logos and Trademarks.

a. Subject to the limitations set forth above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable license to (i) access our website through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use the GNA IP (see definition below) and similar identifying material provided by us (collectively, the "Licensed Materials"), for the sole purpose of selling GNA Products and Services on your Affiliate Site and as approved in advance by us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials while you are an Affiliate in good standing and in compliance with all of the terms of this Agreement.

b. You shall not use the Licensed Materials for any purposes other than selling GNA Products and Services without first submitting a sample to us and obtaining the express prior written consent of GNA in each instance. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays GNA, or any GNA employee or representative, in a negative light. We reserve all of our rights in the Licensed Materials and your license to use such material is limited to the manner described herein. We may revoke your license at any time by giving you written notice. If not previously revoked, this license shall immediately terminate upon the termination of your participation in the Affiliate Program.

6. Disclaimer.

EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE GARY NULL TRADEMARK, NAME OR ANY OF OUR OTHER BRAND NAMES OR INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE “GNA IP”) (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT GNA’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE GNA IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF THE GNA IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF THE GNA IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF GNA’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY GNA’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH GNA SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF GNA’S INTELLECTUAL PROPERTY RIGHTS.

7. Pricing, Discounts and Coupons.

The price for any product is the posted selling price on the GNA Website. You are not allowed to post any rebates, credits or discounts on GNA products without GNA’s written consent in each instance.

8. Spam and Electronic Messages.

Affiliate shall not send commercial electronic mail messages as defined in the new Federal spam law, the CAN-SPAM Act of 2003, and similar county-specific acts (collectively, the “Acts”), with respect to GNA’s Affiliate Program. For clarification, this does not prohibit Affiliate from sending transactional or relationship messages as defined in the Acts. Except as expressly authorized by GNA, any and all electronic messages initiated or sent by Affiliate or on Affiliate’s behalf must identify Affiliate as the sender and may not suggest, imply, mislead, or be likely to mislead a recipient into believing that a GNA site is the sender or sponsor of, or has induced Affiliate to send, such electronic messages. Affiliate shall not use a return address, subject heading, header information, or message contents that misleads or confuses or is likely to mislead or confuse a recipient that GNA is the sender.

9. Public Announcement.

You may not mention GNA in a press release or other public statement (other than the Advertisements) unless you have received prior written approval from GNA.

II. GNA’s Responsibilities.

1. Advertisements. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the accuracy of prices or availability of products contained in the GNA Website.

2. Product Orders. GNA will process orders placed by Referred Customers who follow the Links from an Affiliate Site to GNA. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, including GNA’s services, cancellation, processing, refunds and payment processing, will be our responsibility. We will track the Qualified Purchases generated by your Affiliate Site and will make this information available to you through your individual access link, that will be issued when you are approved. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your site and the GNA site are properly formatted. 3. Customers of GNA. Referred Customers who purchase products or register at the GNA Site will be deemed to be customers of GNA. Accordingly, all of GNA’s rules, policies, and operating procedures concerning customer service, charges, and fees will apply to those customers. We may change GNA’s policies and operating procedures at any time. We will be solely responsible for all aspects of processing and fulfillment of product orders, including payment processing, shipping, cancellations, and related customer service.

III. Order Processing

GNA will process orders placed by Referred Customers who follow the Links from an Affiliate Site to GNA. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, including GNA’s services, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases generated by your Affiliate Site and will make this information available to you through your personal login at our GNA site. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your site and the GNA site are properly formatted.

IV. Compensation.

1. Commission Structures. Commissions, which are based on net sales, will be calculated based on the commission rates posted by GNA and made available to Affiliate. Affiliate commission terms are under continuous review and are subject to change at the discretion of GNA. GNA reserves the right to remove an affiliate from the GNA affiliate network at any time for any reason.

2. "Net Sales" means the total net retail dollar amount actually received by GNA from Visitor Transactions for goods that are ordered, paid for, delivered, accepted and not returned, excluding any discounts, returns, chargebacks, bad debts, taxes, shipping and handling charges, and insurance.

3. Commission Payments

a. Subject to the terms of this Agreement, commissions will be calculated according to the specified percentage or dollar amount set forth in the commission report provided by GNA for each purchase that accrues during the period for which such commission fee is being calculated.

b. Commission Fees will be processed approximately fifteen (15) to thirty (30) days after the end of the month or other period in which they accrue.

c. Commission Fees shall be paid based on the current information in your Affiliate profile. You are required to notify us promptly of any change in your address by updating your profile information in the Affiliate console. You are responsible for informing GNA of your desired payment form/type.

You can update or change your desired payment method at any time by updating your affiliate profile located in the affiliate console. Any changes to your desired payment method may take up to two payout cycles to take effect. d. You will receive commissions through your PayPal account.

GNA is not responsible for paying any third-party fees charged by PayPal in order for you to receive Affiliate Commission Fees.

e. GNA, in its sole discretion, reserves the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted.

f. Disputes: Affiliate has access to GNA’s real-time Affiliate Program statistics and agrees to file any disputes within forty-five (45) days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after forty-five (45) days of the date on which the disputed sale or event occurred will not be accepted by GNA and Affiliate forfeits forever any rights to a potential claim.

g. It is solely your responsibility to provide GNA with accurate tax and payment information that is necessary to issue a Commission Fee to you. If GNA does not receive the necessary tax or payment information within ninety (90) days of a purchase which would otherwise trigger Commission Fees, the applicable commissions shall not accrue and no Commission Fees will be owed with respect to such Qualified Purchase.

h. Each Affiliate is required to submit a W8/W9 tax form before any Commission Fees shall accrue. You are responsible for the payment of all taxes related to the commissions you receive under this Agreement. In compliance with U.S. tax laws, GNA will issue a Form 1099 to Affiliates whose earnings meet or exceed the applicable threshold.

i. Any address change must be made in the Affiliate profile in the affiliate console at least fifteen (15) business days prior to the end of the calendar month in order for Commission Fees for that month to be processed.

j. Payment Disputes. You must raise all compensation disputes within sixty (60) days of the date the applicable order is placed. If you dispute a compensation payment, or non-payment, in excess of sixty (60) days from the date on which the applicable order was placed, GNA has no obligation to make any such compensation payment on such order.

k. Returns, Cancelations, Non-Shipment. GNA reserves the right to reverse compensation payments for orders that have been returned, canceled, or not shipped within sixty (60) days of the initial purchase date.

V. Licenses and Use of GNA Logos and Trademarks.

1. Subject to the limitations set forth above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable license to (i) access our website through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use the GNA IP

and similar identifying material provided by us (collectively, the "Licensed Materials"), for the sole purpose of selling GNA Products and Services on your Affiliate Site and as approved in advance by us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials while you are an Affiliate in good standing and in compliance with all of the terms of this Agreement.

2. You shall not use the Licensed Materials for any purposes other than selling GNA Products and Services, without first submitting a sample to us and obtaining the express prior written consent of GNA in each instance. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays GNA, or any GNA employee or representative, in a negative light. We reserve all of our rights in the Licensed Materials and your license to use such material is limited to the manner described herein. We may revoke your license at any time, by giving you written notice. If not previously revoked, this license shall immediately terminate upon the termination of your participation in the Affiliate Program.

3. You grant to us a non-exclusive license to utilize your name, title, trademarks, and logos (the "Affiliate Trademarks") in any advertisement or other materials used to promote GNA and the Affiliate Program, provided that GNA’s use of the Affiliate Trademarks is not required and is at its sole discretion. This license shall terminate upon the termination of your participation in the Affiliate Program.

VI. Term and Termination

1. The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party (the “Term”). Either party may terminate this Agreement at any time, with or without cause.

2. You are only eligible to earn Commission Fees on purchases occurring during the Term. Commission Fees earned prior to the date of termination will be eligible for commissions only if the orders for the related GNA products are not cancelled within (30) days and comply with all of the terms of this Agreement.

3. Any Affiliate who violates this Agreement, GNA’s Terms and Conditions, or any applicable law will immediately forfeit any right to any and all accrued, but not yet received, Commission Fees and will be immediately removed from the Affiliate Program.

4. GNA reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time for any reason, in GNA’s sole discretion.

VII. GENERAL PROVISIONS

1. Modification

We may modify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring after the date on which you accept and agree to such modifications unless you otherwise agree herein. Such modifications shall take effect when posted on our website. Modifications may include, but are not limited to, changes in the scope of available Commission Fees, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification. Your continued participation in the Affiliate Program following our posting of any modification on our website will constitute binding acceptance of the change.

2. Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or any GNA products sold through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, we make no representation that the operation of our website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.

3. Relationship of Parties

You and GNA are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your Affiliate Site or otherwise, that contradicts anything in this section.

4. Indemnification

You agree to indemnify, defend, and hold harmless GNA and GNA's parents, subsidiaries, affiliates, successors, and assigns from any and all claims, suits, demands, allegations, investigations, or other actions and damages, fines, costs, losses, fees, and settlements arising therefrom ("Claim(s)") including, without limitation, attorneys' fees, which result or arise from or relate to, directly or indirectly, this Agreement or the Program; the development, operation, maintenance, and contents of your website; or your negligence or breach of this Agreement. You shall promptly notify GNA in writing of any Claim related to this Agreement and cooperate with GNA at your sole expense. You shall promptly allow GNA to select/employ counsel and take control of the defense and investigation of such action and agree that such counsel has full authority to enter into a settlement. Any settlement on behalf of GNA requires GNA’s prior written consent.

5. Binding Effect

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

6. Confidentiality

You shall maintain the confidentiality of, and not disclose to any third party, all information provided to you by GNA relating to your role as a GNA Affiliate, including without limitation, business information, financial data, and marketing data, including the number of click-throughs from your Site to the GNA website and the number of new leads that your Site generates for GNA. You shall protect the confidentiality of this information with the same degree of care as you use for your own confidential and proprietary information of a similar nature, but not less than reasonable care. GNA does not plan to make available to you any personally identifiable information regarding GNA customers, but in the event that such information is disclosed to you by GNA, you shall protect and keep such information confidential, and use it solely for the purpose of performing your obligations under the Agreement. You shall destroy such personally identifiable information or return it to GNA, at GNA’s option, within ten (10) days after termination of the Agreement. You shall at all times keep proper books and records of account, maintain records and information sufficient to show your compliance with the terms of this Agreement, and retain such books and records for at least one (1) year following the termination date. Upon reasonable request from GNA, you agree to furnish to GNA copies of such books and records.

7. Tax Status and Obligations

GNA is not obligated to and shall not provide you with tax and/or legal advice. GNA undertakes no duty to investigate or research your tax status and/or obligations, and such research and investigation is solely your responsibility. You are obligated to independently assess and comply with all relevant tax and legal requirements, and you are responsible for your own sales tax collection and reporting obligations.

8. Modification

GNA may modify any of the terms and conditions contained in this Agreement at any time in its sole discretion. If we make material changes to this Agreement, we will notify you by posting the revised Agreement on our website or by notifying you at your designated e-mail address as specified in your application. Modifications may include, but are not limited to, changes in the rate of compensation, payment procedures, term,

and Program rules. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement.

9. Notices and Approvals

You shall send any notice or request for approval to us by certified mail addressed to General Counsel, Gary Null & Associates, Inc., 218 West 37th Street, 5th Floor, New York, New York 10018

10. No Exclusivity

You understand that this Agreement is not exclusive and we may at any time (directly or indirectly) solicit customer referrals from third parties on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with your Site.

11. Severability/Waiver

If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void, or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

12. Limitation of Liability

GNA SHALL NOT HAVE ANY LIABILITY HEREUNDER FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, ANY LOSS OF REVENUE, PROFITS, DATA, OR BUSINESS OPPORTUNITIES ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, WHETHER OR NOT WE KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES MIGHT BE INCURRED. FURTHERMORE, GNA’S AGGREGATE LIABILITY TO YOU WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMPENSATION PAID OR PAYABLE TO YOU DURING THE PRECEDING SIX (6) MONTH PERIOD.

13. Governing Law

Notwithstanding any different choice of law provision contained in the Network(s)' Affiliate Service Agreement, the laws of the United States and the State of New York will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the Federal or State courts located in New York County, New York, and you irrevocably consent to the jurisdiction of such courts.

14. Entire Agreement

This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a "click through" acknowledgement of assent. No interlineations to this Agreement shall be binding unless initialed by both parties.

GARY NULL & ASSOCIATES INC.