Terms of Use and Privacy Statement

Fee Statement

1. Qualifying Purchases and Qualifying Revenue

We will pay Standard Program Fee described in Section 3 of this Fee
Statement in connection with “Qualifying
Purchases”, which (subject to the exclusions described in this
Fee Statement) occur when:

(a) our customer clicks through your Affiliate Link; and

(b) during a single session, which is measured as beginning when
our customer clicks through that Affiliate Link and ending upon the first to
occur of the following: (i) 365 days elapse from that click, (ii) our customer
follows an Affiliate Link to the Etha Site that is not your Affiliate Link (a “Session”), or (iii) our
customer purchases a Product;

(c) our customer actually receives and pays for such Product.

For each Qualifying Purchase, the corresponding “Qualifying Revenue” is
equal to the amount we actually receive from that Qualifying Purchase, less any
shipping charges, gift-wrapping Fee, taxes, service charges, rebates, credit
card processing Fee, and bad debt.

2. Disqualified Purchases

Notwithstanding the foregoing, Qualifying Purchases are
disqualified whenever they occur in connection with a violation of this
Affiliate Program Agreement or any other terms, conditions, specifications,
statements, and policies that we may issue from time to time that apply to the
Affiliate Program, including the most up-to-date version of the Affiliate
Program Operating Agreement (collectively, the “Program Documents”).  For example, no Program Fee are payable for a
purchase that is not correctly tracked or reported because the links from your
Site to the Etha Site are not properly formatted, or for a purchase through an
Affiliate Link that violates the terms of the Program Documents.

Additionally, the following purchases that would otherwise be
Qualified Purchases are disqualified and excluded from the Affiliate Program:

(a) any Product purchased after termination of
your Affiliate Program Operating Agreement,

(b) any Product order where a cancellation, return, or refund
has been initiated,

(c) any Product purchased by a customer who is referred to the
Etha Site through any advertisement that you purchased through participation in
bidding or auctions on keywords, search terms, or other identifiers that
include the word “etha”, any other trademark of Etha Natural Medicine.

(d) any Product purchased by a customer who is referred to the
Etha Site by a link that is generated or displayed on a search engine
(including Google, Yahoo, Bing, or any other search portal, sponsored
advertising service, or other search or referral service, or any site that
participates in such search engine’s network),

(e) any Product purchased by a customer who is referred to the
Etha Site by a link that sends users indirectly to the Amazon Site via an
intermediate site, without requiring the customer to click on a link or take
some other affirmative action on that intermediate site (a “Redirecting Link”),

(f) any Product purchased by a customer, where such customer
does not comply with the terms and conditions applicable to the Etha Site.

(g) any Product purchased by a customer who is referred to the
Etha Site by a link that is generated or displayed on a social media page,
post, or advertisement originated by Etha (including FaceBook, Instagram,
Twitter, or any other, sponsored advertising service, or other search or
referral service),

 

3. Standard Program Fee

Subject to the limitations described in this Fee Statement and
compliance with the Affiliate Program Operating Agreement, we will pay you
standard Fee described in this section (”Standard
Program Fee”), calculated as a percentage of Qualifying
Revenue, as follows:

TABLE 1 – Fixed Standard Program Fee Rates




Product Category


Fixed Standard Program Fee Rates




Etha Gift
Cards, Orders less than $5.00


0.00%




Tier 1: Products
Purchases through Affiliate Link


10.00%




Tier 1: Products
Purchases with Affiliate Coupon


10.00%




Tier 1: Product
Reorders


10.00%




Category


Special Program Fee Rates




Tier 2: Referred
Affiliate Fee


5.00% of
Referred Affiliate Fees




4. Special Program Fee

From time to time, we may run general special programs that may
provide Affiliates the opportunity to earn additional or alternative Fee (“Special Program Fee”).
For the avoidance of doubt (and notwithstanding any time period described in
this section), Etha reserves the right to discontinue or modify all or part of
any special program at any time. All such special programs (even those which do
not involve purchases of Products) are subject to disqualifying exclusions
substantially similar to those identified in Section 2 of this Fee Statement,
and any restriction under the Program Documents applicable to a Product
purchase will also apply on a substantially similar basis as restrictions for
special programs.

We will pay Special Program Fee: Tier 2 Referred Affiliate Fee
described in Section 3 of this Fee Statement, which (subject to the exclusions
described in this Fee Statement) occur when:

(a): a qualified Referred Affiliate receives standard Fees in
connection with Qualifying Purchases;

(b); Referred Affiliate is an approved Etha Affiliate meeting
the conditions of this agreement;

(c): Referred Affiliate became an Etha Affiliate as the direct
click though your Affiliate Link;

(d): Referred Affiliate has not been an Etha Affiliate at any
time prior;

(e): is within 365 days of the Referred Affiliate becoming an
Etha Affiliate.

Tier 2 Referred Affiliate Fee in Section 3 is calculated upon
the Referred Affiliate Fee Earnings in connection with “Standard Fees” and “Qualifying Revenue”
(subject to the exclusions described in this Fee Statement).

5.
Additional or Alternative Fee Arrangements and Fee Statement Modifications

From time to time, we may offer or impose upon
one or more Affiliates supplemental special programs, such as an opportunity to
earn additional or alternative Fee, and such programs will be binding and
effective when (i) included in a written amendment, (ii) sent by Etha to the
primary email address on your Affiliate account, or (iii) posted on the Affiliate
Site.

We reserve the right pursuant to the Agreement
to modify this Fee Statement, at any time and in our sole discretion, by
posting a change notice or a revised Program Policy on the Affiliate Site;
provided that with respect to changes to this Fee Statement we will use
commercially reasonable efforts to post such notice or revision at least 2 days
prior to such modification becoming effective.

7. Program Fee Reporting and Payment

We will use commercially reasonable efforts to accurately and
comprehensively track Qualifying Purchases for the purposes of our internal
tracking, and creating and distributing to you our reports summarizing Standard
Program Fee and Special Program Fee you earned during that month.

We will
pay Standard Program Fee and Special Program Fee approximately 45 days
following the end of each calendar month in which they were earned by the
method described below that you have selected:

Option 1: Payment by Electronic Direct (SWIFT). We
will directly deposit the Fee you earn into the bank account you designate once
you have provided us with the name of your bank, the bank account type, the
9-digit routing number/ABA number, the account number, and the name of the
primary account holder as it appears on the account. If you have chosen payment
by direct deposit and you do not provide this information, or it is not valid
(for example, the account has been closed or changed), or the payment is
otherwise rejected by your bank, you may instead receive payment by check which
will be subject to the processing Fee described below until you provide valid
account information. If you select this
option, we reserve the right to hold Fee until the total amount due to you is
at least $50 and to deduct a processing fee in the amount of $25 from each electronic
wire we send to you.

Option 2: Payment by Check. We will send you a
check in the amount of the Fee you earn once you have provided us with a
physical address. If you select this option, we reserve the right to hold Fee until the total amount due to you is
at least $50.

Option 3: Payment by Etha.com Gift Card, Voucher, or Coupon. We
will send you gift cards, vouchers, or coupons in the amount of the Fee you
earn to the primary email address on your Affiliates account. These gift cards
are redeemable for products on ethalivefully.com and are subject to our
then-current Terms and Conditions. If
you select this option, we reserve the right to hold Fee until the total amount
due to you is at least $50.

If you do not select and maintain information for a payment
option, we will hold earned Fee until you make your selection.

If at any time there has been no substantial activity on your
account for at least 3 years, then we will have the right to withhold the
accrued Fee for your inactive account, up to a maximum closure withholding of
$10. Further, any unpaid accrued Fee in your account may be subject to
escheatment under applicable law.

We may deduct or withhold any taxes that we may be legally
obligated to deduct or withhold from any amounts payable to you under the Affiliate
Program. From time to time, we may request tax information from you. If we
request tax information from you and you do not provide it to us, we reserve
the right (in addition to any other rights or remedies available to us) to hold
your Fee until you provide this information or otherwise satisfy us that you
are not a person from whom we are required to obtain tax information.

Payments made to you, as reduced by all deductions or withholdings
described in the Agreement, will constitute full payment and settlement to you
of amounts payable under the Agreement.

If any excess payment has been made to you for any reason
whatsoever, we reserve the right to adjust or offset the same against any
subsequent Fee payable to you under the Agreement.

Participation Requirements

1. Enrollment and Eligibility

To begin the enrollment process, you must submit a complete and
accurate Affiliate Program application. Registration website: href

You will not be eligible for inclusion in the Affiliate Program,
and you cannot include any Affiliate Links or Product Advertising Content on communications
(website, Social Post, Email, or other forms of communication with customers)
that is unsuitable. Unsuitable Communication include those that:

(a) promote or contain sexually explicit or obscene materials;

(b) promote violence or contain violent materials;

(c) promote or contain false, deceptive, libelous or defamatory
materials;

(d) promote or contain materials or activity that is hateful,
harassing, harmful, invasive of another’s privacy, abusive, or discriminatory
(including on the basis of race, color, sex, religion, nationality, disability,
sexual orientation, or age);

(e) promote or undertake illegal activities;

(f) are directed toward minors under 18 years of age;

(g) include any unapproved trademark of Etha or its affiliates,
or a variant or misspelling of a trademark of Etha or its affiliates in any
domain name, subdomain name, in any “tag” or Affiliate ID, or in any username,
group name, or other identifier on any social networking site;

(h) otherwise violate any intellectual property rights.

We will determine suitability at our sole discretion. If we
reject your application due to unsuitable content, you may reapply at any time
once you have complied with our suitability requirements. However, if at any
time we 1) reject your application for any other reason or 2) terminate your
account in connection with any violation or abuse (as determined in our sole
discretion), you cannot attempt to re-join the Affiliate Program without our
advance authorization. Advance authorization may be initiated by contacting Customer
Service at support@ethalivefully.com.  We
reserve the right to withhold fees for future unauthorized Program activity.

You will ensure that the information in your Affiliate Program Profile
and information otherwise associated with your account on the Affiliate,
including your email address, other contact information, and identification, is
at all times complete, accurate, and up-to-date. We may send notifications (if
any), approvals (if any), and other communications relating to the Affiliate
Program and the Agreement to the email address then-currently associated with
your Affiliate Program account. You will be deemed to have received all
notifications, approvals, and other communications sent to that email address,
even if the email address associated with your account is no longer current.

If you are a non-US person participating in the Affiliate
Program, you agree that unless you have otherwise notified us in your tax
information you will perform all services under the Operating Agreement outside
the United States.

3. Links on Your Site

(a) Affiliate Links

After you have been notified that you have been accepted into
the Affiliate Program, you are permitted to display Affiliate Links and
Affiliate Coupons on your Site and other communications. Affiliate Links and
Affiliate Coupons enable accurate tracking, reporting, and accrual of Fee.

We will have no obligation to pay you fees if you fail to
properly format the links on your Site to the Etha Site as Affiliate Links.

(b) General Requirements Applicable to All Affiliate Links

Affiliate Links may be made available to you by us. If we inform
you that your Site or Customer Communications does not qualify to use certain
types of links, you must cease displaying those types of links on your Site and
Customer Communications. You are solely responsible for the content, style, and
placement of each link that you place on your Site or Customer Communications and
for ensuring that Affiliate Links include the appropriate formatting necessary
for us to properly track referrals of our customers from your Site or Customer
Communications. You must not encourage customers to bookmark your Affiliate
Links. All Affiliate Links must be accessed directly from your Site or Customer
Communications.

Upon your request but subject to our approval, we may issue you
additional “Affiliate Coupons” that permit you to monitor and optimize the
performance of your Affiliate Links.

You may add or delete Products (and related Affiliate Links)
from your Site at any time without our approval.

You must remove from your Site any links and related references
to limited time promotions on or before the expiration date of that promotion.
For example, Etha Site mention that there is 15% off select products, you must
immediately remove the mention of the 15% discount from your Site or Customer
Communications on or before the expiration date of that promotion.

You must not make inaccurate, overbroad, deceptive or otherwise
misleading claims about any Product, the Etha Site, or any of our policies,
promotions, or prices.

Product prices and availability may vary from time to time.
Because prices for and availability of Products that you have listed on your
Site may change, your Site may only show prices and availability if: (a) we
serve the link in which that price and availability data are displayed.

In addition, if you choose to display prices for any Product on
your Site in any “comparison” format (including through the use of any
price-comparison tool or engine) together with prices for the same or similar
products offered through any web site or other means other than the Etha Site,
you must display both the lowest “new” price and, if we provide it to you, the
lowest “used” price at which the Product is available on the Etha Site.

 

4. Responsibility for Your Site and Customer Communications

You will be solely responsible for your Site and Customer
Communications, including its development, operation, and maintenance and all
materials that appear on or within it. For example, you will be solely
responsible for:

(a) the technical operation of your Site and Customer Communications
and all related equipment,

(b) displaying Affiliate Links and Content on your Site or
Customer Communications in compliance with the Affiliate Program Operating
Agreement, all applicable laws (including the US FTC Guides Concerning the Use
of Endorsement and Testimonials in Advertising), and any agreement between you
and any other person or entity (including any restrictions or requirements
placed on you by any person or entity that hosts your Site or Customer
Communications),

(c) creating and posting, and ensuring the accuracy,
completeness, and appropriateness of, materials posted on your Site or Customer
Communications (including all Product descriptions and other Product-related
materials and any information you include within or associate with Affiliate
Links),

(d) using the Content, your Site, and the materials on or within
your Site or Customer Communications in a manner that does not infringe,
violate, or misappropriate any of our rights or those of any other person or
entity (including copyrights, trademarks, privacy, publicity, or other
intellectual property or proprietary rights),

(e) disclosing on your Site or Customer Communications accurately
and adequately, either through a privacy policy or otherwise, how you collect,
use, store, and disclose data collected from visitors, including, where
applicable, that third parties (including us and other advertisers) may serve
content and advertisements, collect information directly from visitors, and
place or recognize cookies on visitors’ browsers, and

(f) any use that you make of the Content, and the Etha Marks,
whether or not permitted under the Affiliate Program Operating Agreement.

5. You will not engage in any promotional,
marketing, or other advertising activities on behalf of us or our affiliates,
or in connection with the Etha Site or the Affiliate Program, that are not
expressly permitted under the Affiliate Program Operating Agreement.

6. Except as agreed between you and us in a
separate written agreement referencing this Section 6, you will not use any
Content or Affiliate Link, or otherwise link to the Etha Site, on or in
connection with: (a) any client-side software application (e.g., a browser
plug-in, helper object, toolbar, extension, component, or any other application
executable or installable by an end user) on any device, including computers,
mobile phones, tablets, or other handheld devices; or (b) any television
set-top box (e.g., digital video recorders, cable or satellite boxes, streaming
video players, blu-ray players, or dvd players) or Internet-enabled television
(e.g., GoogleTV, Sony Bravia, Panasonic Viera Cast, or Vizio Internet Apps).

7. The Affiliate Program is free to join, and we
provide resources on the Affiliate Site to help Affiliates succeed with the
program. Submit requests to Etha Customer Support at for
additional resources.

8. Content on Your Site. You will be solely
responsible for the content on your Site and Customer Communications and
ensure:

(a) You will not add to, delete from, or otherwise alter any
Content in any way, including by adding additional information (for example,
you may not insert words into a customer review), except that you may resize
Content consisting of a graphic image in a manner that maintains the original
proportions of the image or truncate Content consisting of text in a manner
that does not materially alter the meaning of the text or cause the text to
become factually incorrect, or misleading. Some types of links that we may make
available to you may contain a link to an informational page on an Etha Site
that is not formatted as an Affiliate Link (for example, links to privacy
policy information at the bottom of banners may not be formatted as Affiliate
Links); without limiting the generality of the foregoing, you will not remove,
obscure, or alter, or make invisible, illegible, or indecipherable to visitors
of your Site, any “Privacy Information” link.

(b) You will not sell, resell, redistribute, sublicense, or
transfer any Content or any application that uses, incorporates, or displays
any Content, PAAPI, or Data Feed. For example, you will not use, or enable, or
facilitate the use of Content on or within any application, platform, site, or
service (including social networking sites) that requires you to sublicense or
otherwise give any rights in or to any Content to any other person or entity,
nor will you create links formatted with your Associates tag for, or display
such links on, a site that is not your Site.

(c) You will promptly remove from your Site and Customer
Communications; and delete or otherwise destroy any Content that is no longer
displayed on the Etha Site or that we notify you is no longer available for
your use.

(d) You will not use any Content, including any name or likeness
embodied in that Content, in a manner that implies a person’s or company’s
endorsement or sponsorship of, or commercial tie-in or other association with,
any product, service, party, or cause (including by placing unrelated third
party materials in close proximity to Content).

(e) You will not (and you will not seek to) purchase, register
or otherwise use any Etha Mark or variations or misspellings of any of those
words (e.g., “eetha,” “e tha,” and “ettha,”) for use in any search engine
(including Google, Yahoo, Bing, or any other search portal, sponsored
advertising service, or other search or referral service, or any site that
participates in such search engine’s network (together, a “Search Engine”)). In
addition to any other rights or remedies available to us, upon our request you
will cause any Search Engine designated by us to exclude Proprietary Terms
(defined below) from keywords used to display your advertising content in
association with search results (e.g., request exclusion by negative keyword
bidding), assuming the Search Engine offers such exclusion capabilities.

(f) You will not bid on or purchase keywords, search terms, or
other identifiers, including the word “etha,” or any other trademark or
otherwise participate in keyword auctions on any Search Engine if the resulting
paid search advertisement is a Prohibited Paid Search Placement. You may
purchase paid search advertisements and submit links to Search Engines to
appear in response to a general Internet search query or keyword (i.e., in
natural, free, organic, or unpaid search results), so long as you comply with
the Affiliates Program Operating Agreement and those paid or unpaid
search results send users to your site and not directly, or indirectly via a
Redirecting Link to the Etha Site.

(g) You will not offer any person or entity any consideration,
reward, or incentive (including any money, rebate, discount, points, donation
to charity or other organization, or other benefit) for using Affiliate Links.
For example, you cannot implement any “rewards” or loyalty program that
incentivizes persons or entities to visit the Eths Site via your Affiliate
Links.

(h) You will not intercept, record, redirect, read, interpret,
or fill in the contents of any electronic form or other material submitted to
us by any person or entity.

(i) You will not request, collect, obtain, store, cache, or
otherwise use any account information used by our customers in connection with
any Etha Site (including any usernames or passwords of Etha Site customers).

(j) You will not modify, redirect, suppress, or substitute the
operation of any button, link, or other feature of the Etha Site.

(k) You will not make any orders or engage in other transactions
of any kind on the Etha Site on behalf of any other person or entity, or
authorize, assist, or encourage any other person or entity to do so.

(l) You will not take any action that could reasonably cause any
customer confusion as to our relationship with you, or as to the site on which
any functions or transactions (for example, search, browse, or order) are
occurring.

(m) You will not include on your Site or Customer Communications,
display, or otherwise use Affiliate Links or Content in connection with, any
spyware, malware, virus, worm, Trojan horse, or other malicious or harmful
code, or any software application not expressly and knowingly authorized by
users prior to being downloaded or installed on their computer or other
electronic device.

(n) You will not frame the Etha Site, or any part of it, within
your Site or Customer Communications, including by display within an integrated
web browser (e.g., WebView) within a Mobile Application.

(o) You will not post or serve any Affiliate Links or other
content promoting the Etha Site within any pop-up or pop-under windows, transitional
page ads, or layer ads, except for pop-up windows in conjunction with your Site
or Customer Communications promoting Products closely associated with the
materials on your Site or Customer Communications.

(p) You will not include any Affiliate Links in any content that
you place on the Etha Site (for example, in a customer review, forum, guide, or
any other customer-generated context available on the Etha Site).

(q) You will not attempt to circumvent the Fee Statement or
artificially increase your fees.

(r) You will not attempt to intercept or redirect (including via
software installed on users’ computers) traffic from or on, or divert fees
from, any site that participates in the Affiliate Program.

(s) You will not artificially generate clicks or impressions on
your Site or Customer Communications or create Sessions on the Etha Site,
whether by way of a robot or software program or otherwise.

(t) You will not display or otherwise use any of our customer
reviews or star ratings, in part or in whole, on your Site or Customer
Communications unless you have obtained written authorization from Etha.

(u) You will not purchase any Product(s) through Affiliate Links
for resale or commercial use (of any kind) or offer any Products on your Site
for resale or commercial use of any kind.

(v) You will not cloak, hide, spoof, or otherwise obscure the
URL of your Site containing Affiliate Links (including by use of Redirecting
Links) or the user agent of the application in which Content is displayed or
used such that we cannot reasonably determine the site or application from
which a customer clicks through such Affiliate Link to the Etha Site.

(w) You will not use a link shortening service, button,
hyperlink or other ad placement in a manner that makes it unclear that you are
linking to an Etha Site.  Please contact
Etha Customer Service at to use a
link shortening service.

(x) Upon our request, you will provide us with written
certification that you have complied with the Agreement (generally or
specifically with respect to any provision of the Agreement, including the Program
Policies). Any failure to provide the certification in accordance with our
request will constitute a material breach of the Affiliate Program
Operating Agreement.

Products Statement

1. Products

Under the Affiliate Program, subject to the
additions and exclusions described in this Products Statement, a “Product” is
any physical item sold on an Etha Site.

2. Services Products

No services are currently included in the
Products at this time.

3. Excluded Products

Notwithstanding the above, the following items
and services are currently excluded from the Products included in the Affiliate
Program:

(a) Gift Cards or Digital Gift Cards

 

Trademark Guidelines

Strict compliance with these Trademark Guidelines is required at
all times, and any use of those of our trademarks and logos that we may make
available to you as part of Content (those trademarks and logos, collectively,
“Etha Marks”)
in violation of these Trademark Guidelines will automatically terminate any
license related to your use of the Etha Marks.

1. YOU ARE ALLOWED TO USE THE ETHA MARKS ONLY BY DISPLAY ON YOUR
SITE AND CUSTOMER COMMUNICATIONS WITH THE PURPOSE OF ADVERTISING AVAILABILITY
OF PRODUCTS ON OUR SITE, WITH A CORRESPONDING LINK TO THAT SITE.

2. Your use of the Etha Marks must (i) comply with the most
up-to-date version of these Trademark Guidelines; and (ii) comply with all Affiliate
Program Documents.

3. You cannot use or display any Etha Mark for any purpose or in
any manner not specifically authorized under the Affiliate Program Documents.
For example, you cannot make any use or display (i) that implies sponsorship or
endorsement by us; (ii) to disparage us, our products, or our services; (iii)
that may, as determined by us, diminish or otherwise damage our goodwill in any
Etha Mark; or (iv) in any offline materials.

4. You may display an Etha Mark only in the exact format in
which we provide it to you. You may not alter any Etha Mark in any manner. For
example, you cannot change the proportion, color, or font of any Amazon Mark,
or add or remove any elements from any Etha Mark.

5. Each Etha Mark must appear by itself, in its entirety, with
reasonable spacing between each side of the Etha Mark and other visual,
graphic, or textual elements. Under no circumstance can any Etha Mark be placed
on any background that interferes with the readability or display of that Etha
Mark.

6. Together with each piece of content on your Site or Customer
Communications that includes any Etha Marks, you must prominently include a
statement stating that those Etha Marks are trademarks of Etha Natural Medicine
LLC or its affiliates. For example, if your website displays the Etha Natural
Botanicals logo, you would include the following statement on the same site
page: “Etha and the Etha Natural Botanicals logo are trademarks of Etha Natural
Medicine LLC or its affiliates.”

7. All rights to the Etha Marks are our exclusive property, and
all goodwill generated through your use of any Etha Mark will inure to our
exclusive benefit. You will not take any action that conflicts with our rights
in, or ownership of, any Etha Mark.

8. You cannot use any trademark of Etha or any of its affiliates
(whether or not it’s an Etha Mark), or a variant or misspelling of such a
trademark:

(a) In any domain name or subdomain name (for example, you
cannot use a domain name or subdomain name such as “etha.com”, “etha.natural.mydomain.info”,
“etha.blogspot.com”, “ethanaturalmedicine.wordpress.com”, or “johnsetha.org”);

(b) In any username, group name, or other identifier on any
social networking site (for example, you cannot use a username such as “Etha
Japan”, “Eetha”, “Etha For You”, “@BuyEthaBotanicalsFromMe”, on a site such as
Facebook, Twitter, Instagram, or YouTube); or

(c) In any application name (for example, you cannot use an
application name such as “Shop Etha App”, “Etha Botanical Shop”, “Etha Natural
Medicine Bargains”).

We reserve the right to modify the approved Etha Marks, at any
time and in our sole discretion, by posting a change notice or revised
Trademark Guidelines on the Affiliate Site.

We reserve the right to take appropriate action against any use
without permission or any use that does not conform to these Guidelines, at any
time and in our sole discretion.

Local Affiliate Policy

This Local Affiliates Policy applies to any Affiliate that
offers face-to-face customer experiences and that facilitates customer
purchases on ethalivefully.com. In order to participate in the Local Associates
Program you must (A) register through the Affiliate Site, (B) have your
application accepted by Etha, and (C) comply with the applicable provisions of
the Affiliate Program Operating Agreement, including this Local Affiliate
Policy.

1. Link Code.

You will register for and be assigned a unique URL associated
with a Link Code for your participation in the Affiliate Program. You will not
use any alternative URL or Link Codes in connection with the Affiliate Program
or use the assigned URL or Link Code for any other purpose. For purposes of
this Affiliate Policy, your unique URL will be considered an Affiliate Link as
defined in the Affiliate Program Operating Agreement.

2. Local Associates Program.

You will offer Etha customers the opportunity to purchase select
Products for which you have expertise to assist customers in evaluating and
making purchase decisions, as described below:

(a) For purposes of the Local Affiliates Program, “your Site”,
as referenced in the Affiliate Program Operating Agreement, includes the
Local Affiliate Facilities and any other location where you market Products to Etha
customers. For avoidance of doubt, if you use any Site (as defined in the Affiliate
Program Operating Agreement) or other online presence to market Products to Etha
customers, that Site will be subject to all provisions of the Affiliate Program
Operating Agreement as “your Site.”

(c) You will be solely responsible for providing personnel to
assist Etha customers with making purchases through the Local Affilaite
Program. Without limiting the generality of the foregoing, you will design a
reasonable training program designed to (1) educate your employees about Local
Affiliate Program offerings, (2) use your expertise to assist Etha customers
with evaluating and making purchasing decisions regarding Etha Products, and
(3) optimize customer experiences with the Local Affiliate Program. Further,
you will implement the training program for all store managers and associates
at each Local Affiliate Facility. With respect to any Ethan customer data
received by you or your personnel in connection with purchases of Etha
Products, you will ensure the security and prompt destruction of such customer
data.

(d) Etha will be solely responsible for all customer service,
fulfillment, delivery, and any returns relating to the Local Affiliates
Products.

(e) Both parties acknowledge and agree that you are not acting
as a reseller of any Etha product(s).

3. Marketing.

You will market Etha Products to Etha customers only at those
locations and through those methods by which you customarily conduct your
registered business. Solely with respect to the Local Affilate Program, and
notwithstanding anything to the contrary in the Participation Requirements, you
may include Affiliate Links in written physical and digital materials
(including email) which are displayed, distributed, emailed, or offered to
customers, clients, or third parties with whom you have a preexisting relationship;
provided, that such written physical and digital materials are in compliance
with the Affiliate Program Operating Agreement, the Trademark
Guidelines, and the Etha Brand Usage Guidelines. Upon our request, you
will provide us with representative sample materials and written certification
that you have complied with the foregoing. We will specify the form of, and
content required in, that certification in any such request. Any failure by you
to provide the certification in accordance with our request will constitute a
material breach of this Local Affiliate Policy. For the avoidance of doubt, (i)
for the purposes of the CAN-SPAM Act of 2003 and any similar or successor
legislation (CAN-SPAM), you are the “Sender” of each email containing any Affiliate
Links, (ii) for the purposes of the Communications Act of 1934 as amended by
Telephone Consumer Protection Act of 1991 and any similar or successor
legislation (TCPA), you “make” and “initiate” each text message containing any Affiliate
Links, and (iii) you must comply with CAN-SPAM, TCPA and marketing industry
standards and best practices for all emails, texts, and other messages relating
to the Local Affiliate Program. Etha may revoke the offline marketing
permissions granted in this Section 3 at any time in its sole discretion by
providing written notice to you.

4. Promotional Materials and Licensing.

(a) Promotional Materials. Etha may from time to time
provide you with a standard form template and other marketing assets for use in
promotional marketing materials (“Promotional
Materials”), subject to the limited license in Section 4(b) of
this policy. Etha reserves the right to review your Promotional Materials at
any time for compliance with this Local Affiliate Policy. Any failure by you to
provide the Promotional Materials in accordance with our request will
constitute a material breach of this Local Affiliate Policy.

(b) Etha Marks Limited License. Etha grants to you a
non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable
right and license to display, publish, and reproduce Etha Marks that Etha may
provide to you from time to time in connection with Local Affiliate Program
solely for the purpose of marketing Etha Products. Etha reserves all right,
title, and interest in and to its Intellectual Property Rights and no title to
or ownership of any of Etha’s Intellectual Property Rights (including with
respect to Etha Marks) is transferred or licensed in connection with this Local
Affilaite Policy. “Intellectual
Property Right” means any patent, copyright, trademark, or
trade secret right and any other intellectual property or proprietary right in
any jurisdiction, including any and all applications, registration and rights
of registration, reissues, divisions, continuations, substitutes, renewals, and
extensions in respect thereto, and any causes of action related to any
violation, infringement or misappropriation thereof. Upon the termination of
your participation in the Local Affilaites Program by Etha or you, you will
immediately cease and discontinue all further use of the Etha Marks, any and
all licenses you have with respect to the Ethan Marks will automatically
terminate. You will promptly (within 7 calendar days) stop using and remove or
destroy all Etha Marks and any other materials provided or made available by or
on behalf of Etha to you under this Local Affiliate Policy.

(c) Recommendations Page. We reserve all right, title and
interest (including all intellectual property and proprietary rights) in and
to, and you do not, by virtue of this Local Affiliate Policy or otherwise,
acquire any ownership interest or rights in or to, the Recommendation Page, the
Recommendation Page URL, or information and materials on the Recommendation
Page. You will not take any action that conflicts with our rights in, or
ownership of, the Recommendation Page. Etha reserves all rights to determine
the content, appearance, functionality, URL, and all other aspects of the
Recommendation Page, including through the display of (i) advertising materials
on the Recommendation Page, without compensation to any Local Affiliate, and
(ii) disclosure (by text, link, icon, or otherwise) regarding your
participation in this Local Affiliate Program.

(d) Local Associate Consent. By accepting this Local
Associates Policy, you hereby grant to Etha a non-exclusive, irrevocable,
worldwide, fully paid-up, royalty-free and perpetual license in all languages
to use, copy, reproduce, adapt, distribute, transmit and display your name,
photo, logo and other trademarks or materials provided to Etha in connection
with the Local Affiliate Program (“Local
Affiliate Marks”), solely in connection with the promotion,
use, and display of the Recommendation Page and as examples of best practices
in our educational and marketing materials; provided however, that Etha will
not alter any Local Affiliate Marks from the form provided by you (except to
re-format or re-size within the Recommendation Page, so long as the relative
presentation of the Local Affiliate Marks remains the same).

5. Service Offerings.

The Local Affiliate Portal, all Promotional Materials, and any
other information and content provided to you in connection with the Local Affiliate
Program are included as “Service Offerings” under the Affiliate Program
Operating Agreement. All disclaimers and indemnity obligations under the Affiliate
Program Operating Agreement will apply further to liabilities, claims,
damages, losses, costs, and expenses relating to your Recommendations Page and
any Local Affiliate Marks or other data or materials you provide in connection
with the Local Affiliate Program.

6. Term and Termination.

Either party may terminate your participation in the Local Affiliate
Program at any time, with or without cause, in accordance with the termination
provisions in the href.

Affiliates
Program Operating Agreement

Revision: Sept
2, 2018

Welcome to Etha’s website for Affiliates (the
“Affiliates Site”), where you can manage your affiliate marketing
relationship with Etha or any of its affiliate companies, as the case may be (“Etha”
or “us” or similar terms).

Any person or entity that participates or
attempts to participate in our Affiliate marketing program (the “Affiliates
Program” and such person or entity, “you”, or an “Affiliate”)
must accept this Affiliates Operating Agreement (this “Agreement”)
without change. By registering for or using the Affiliates Site, you agree to
this Agreement, including the href (defined in Section 11), which are
incorporated by reference (for example, our Affiliates Program Participation
Requirements, Affiliates Program IP License, Affiliates Program Fee Statement,
and Affiliates Program Trademark Guidelines.) Please read them carefully.

1. Description of the Affiliates Program

The Affiliates
Program permits you to monetize your website, social media user-generated
content, or online software application (referred to here as your “Site”),
by placing on your Site links to the Ethalivefully.com website or any other
U.S. site which is included in the Affiliates Program Fee Statement (each an “Etha Site”).
The links must properly use the special “tagged” link formats we provide and
comply with this Agreement (“Affiliate Links”).

When our customers click through the Special
Links to purchase an item sold or services offered on the Etha Site (a “Product”)
or take other actions, you can receive program fees for qualifying purchases,
as further described in (and subject to the limitations in) the Affiliates Program Fee Statement. In order to facilitate your advertisement of
Products, we may make available to you data, images, text, link formats,
widgets, links, marketing content, and other linking tools, application program
interfaces, and other information in connection with the Affiliates Program (“Content”).
Content specifically excludes any data, images, text, or other information or
content relating to product offerings on any site other than the Etha Site.

2. Affiliates Program Compliance Requirements

You
must comply with this Agreement, including all Program Policies to participate in the Affiliates
Program and receive fees.

You must promptly provide us with any
information that we request to verify your compliance with this Agreement.

If you violate this Agreement, or if you
violate terms and conditions applicable to any other Etha marketing program
then, in addition to any other rights or remedies available to us, we reserve
the right to withhold (and you agree you will not be eligible to receive) any
and all fees otherwise payable to you under this Agreement, whether or not
directly related to such violation.

3. Etha Customers

Our
customers are not, by virtue of your participation in the Affiliates Program,
your customers. As between you and us, all pricing, terms of sale, rules,
policies, and operating procedures concerning customer orders, customer
service, and product sales set forth on the Etha Site will apply to those
customers, and we may change them at any time. You will not handle or address
any contacts with any of our customers, and, if contacted by any of our
customers for a matter relating to interaction with an Etha Site, you will
state that those customers must follow contact directions on that Etha Site to
address customer service issues.

4. Warranties

You
represent, warrant, and covenant that (a) you will participate in the Affiliates
Program and create, maintain, and operate your Site in accordance with this
Agreement, (b) neither your participation in the Affiliates Program nor your
creation, maintenance, or operation of your Site will violate any applicable
laws, ordinances, rules, regulations, orders, licenses, permits, guidelines,
codes of practice, industry standards, self-regulatory rules, judgments,
decisions, or other requirements of any applicable governmental authority
(including all such rules governing communications, data protection,
advertising, and marketing) or any contract or other binding obligation to any
third party, (c) you are lawfully able to enter into contracts (e.g. you are
not a minor or otherwise legally prevented from contracting), (d) you have
independently evaluated the desirability of participating in the Affiliates
Program and are not relying on any representation, guarantee, or statement
other than as expressly set forth in this Agreement, (e) you will not
participate in the Affiliates Program or use any other Service Offerings (as
defined in Section 7) if you are the subject of U.S. sanctions or of sanctions
consistent with U.S. law imposed by the governments of the country where you
are using any Service Offering, (f) you will comply with all U.S. or other
export and re-export restrictions that may apply to goods, software, technology
and services, and (g) the information you provide in connection with the Affiliates
Program is accurate and complete at all times. You can update your information
by logging into your account on the Affiliates Site and selecting “Account
Settings”.

We do not make any representation, warranty,
or covenant regarding the amount fees you can expect at any time in connection
with the Affiliates Program, and we will not be liable for any actions you
undertake based on your expectations.

5. Identifying Yourself as an Affiliate

You
must clearly state the following, or any substantially similar statement
previously allowed under this Agreement, on your Site or any other location
where Etha may authorize your display or other use of Content: “As an Etha Affiliate
I earn from qualifying purchases.” Except for this disclosure, you will not
make any public communication with respect to this Agreement or your
participation in the Affiliates Program. You will not misrepresent or embellish
our relationship with you (including by expressing or implying that we support,
sponsor, or endorse you), or express or imply any affiliation between us and
you or any other person or entity except as expressly permitted by this
Agreement.

6. Term and Termination

The
term of this Agreement will begin upon your registration on or use of the Affiliates
Site and will end when terminated by either you or us. Either you or we may
terminate this Agreement at any time, with or without cause, by giving the
other party written notice of termination. You can provide termination notice
by logging into your account on the Affiliates Site and selecting the option to
close your account in “Account Settings”.

We may hold accrued unpaid advertising fees
for a reasonable period of time following termination to ensure that the
correct amount is paid (for example, to account for any cancelations or
returns).

Upon any termination of this Agreement, all
rights and obligations of the parties will be extinguished, including any and
all licenses granted in connection with this Agreement, except that the rights
and obligations of the parties under Sections 3, 4, 5, 6, 7, 8, 10, and 11 of
this Agreement, Sections 4 and 6 of the href, Section 3 of the href, together with any payable but unpaid payment
obligations under this Agreement, will survive the termination of this
Agreement. No termination of this Agreement will relieve either party for any
liability for any breach of, or liability accruing under, this Agreement prior
to termination.

7. Disclaimers

THE AFFILIATES
PROGRAM, THE ETHA SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE ETHA SITE, ANY
AFFILIATE LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED,
PRODUCT ADVERTISING CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS
AND LOGOS (INCLUDING THE ETHA MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS,
MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTIES RIGHTS,
INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES
OR LICENSORS IN CONNECTION WITH THE AFFILIATES PROGRAM (COLLECTIVELY THE “SERVICE
OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF
OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND,
WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE
OFFERINGS. WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH
RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF
DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING,
OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY
SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR
AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE
PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER,
OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS.
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A)
ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE
INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY
UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR
LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT.
NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR
ENTITY OR THROUGH THE AFFILIATES PROGRAM, CONTENT, THE PRODUCT ADVERTISING API,
DATA FEED, PRODUCT ADVERTISING CONTENT, PROGRAM POLICIES, THE AFFILIATES SITE,
OR ANY ETHA SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS
AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE
RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN
CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED
SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR
COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE AFFILIATES
PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE AFFILIATES
PROGRAM. NOTHING IN THIS PARAGRAPH WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES,
LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER
APPLICABLE LAW.

8. Limitations on Liability

NEITHER
WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF
REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THE
SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE
DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE
SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER
THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE
EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY
WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC
PERFORMANCE OR INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS
AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT
CANNOT BE LIMITED UNDER APPLICABLE LAW.

9. Indemnification

TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR
ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR
OPERATION OF YOUR SITE OR YOUR VIOLATION OF THIS AGREEMENT (INCLUDING ANY
PROGRAM POLICY), AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR
AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS,
DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES,
LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING
TO (A) YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING THE
COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT,
OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION,
ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR
ON OR WITHIN YOUR SITE, (C) YOUR USE OF ANY CONTENT, WHETHER OR NOT SUCH USE IS
AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION
OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), OR
(E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.

10. Disputes

Any
dispute relating in any way to the Affiliates Program or this Agreement will be
resolved by binding arbitration, rather than in court, except that you may assert
claims in small claims court if your claims qualify. The Federal Arbitration
Act and federal arbitration law and the laws of the state of California,
without regard to principles of conflict of laws, will govern this Agreement
and any dispute of any sort that might arise between you and us.

There is no judge or jury in arbitration, and
court review of an arbitration award is limited. However, an arbitrator can
award on an individual basis the same damages and relief as a court (including
injunctive and declaratory relief or statutory damages), and must follow the
terms of this Agreement as a court would.

To begin an arbitration proceeding, you must
send a letter requesting arbitration and describing your claim to our
registered agent, Ethos Natural Medicine LLC, 401 Ryland St., STE 200-A, Reno, NV
89502. The arbitration will be conducted by the American Arbitration
Association (“AAA”) under its rules, including the AAA’s Supplementary
Procedures for Consumer-Related Disputes. The AAA’s rules are available
at href or by calling 1-800-778-7879. Payment of all filing,
administration and arbitrator fees will be governed by the AAA’s rules. We will
reimburse those fees for claims totaling less than $10,000 unless the
arbitrator determines the claims are frivolous. Likewise, we will not seek
attorneys’ fees and costs in arbitration unless the arbitrator determines the
claims are frivolous. You may choose to have the arbitration conducted by
telephone, based on written submissions, or in person in the county where you
live or at another mutually agreed location.

We each agree that any dispute resolution
proceedings will be conducted only on an individual basis and not in a class,
consolidated, or representative action. If for any reason a claim proceeds in court rather than in
arbitration, we each waive any right to a jury trial. We also
both agree that you or we may bring suit in court to enjoin infringement or
other misuse of intellectual property rights.

Notwithstanding anything to the contrary in
this Agreement, we may seek injunctive or other relief in any state, federal,
or national court of competent jurisdiction for any actual or alleged
infringement of our or any other person or entity’s intellectual property or
proprietary rights. You further acknowledge and agree that our rights in the
Content are of a special, unique, extraordinary character, giving them peculiar
value, the loss of which cannot be readily estimated or adequately compensated
for in monetary damages.

11. Additional Provisions

By
accepting this Agreement, you hereby consent to us: (a) sending you emails
relating to the Affiliates Program from time to time, (b) monitoring,
recording, using, and disclosing information about your Site and users of your
Site that we obtain in connection with your display of Affiliate Links and
Content (for example, that a particular Etha customer clicked through an
Affiliate Link from your Site before buying a Product on the Etha Site) in
accordance with the href, (c) reviewing, monitoring,
crawling, and otherwise investigating your Site to verify compliance with this
Agreement, and (d) using, reproducing, distributing, and displaying your
implementation of Content displayed on your Site as examples of best practices
in our educational materials.

You acknowledge and agree that (a) we and our
affiliates may at any time (directly or indirectly) solicit traffic on terms
that may differ from those contained in this Agreement, (b) we and our
affiliates may at any time (directly or indirectly) operate sites or
applications that are similar to or compete with your Site, (c) our failure to
enforce your strict performance of any provision of this Agreement will not
constitute a waiver of our right to subsequently enforce such provision or any
other provision of this Agreement, and (d) any determinations or updates that
may be made by us, any actions that may be taken by us, and any approvals that
may be given by us under this Agreement can be made, taken, or given in our
sole discretion and are only effective if provided in writing by our authorized
representative.

You may not assign this Agreement, by
operation of law or otherwise, without our express prior written approval.
Subject to that restriction, this Agreement will be binding on, inure to the benefit
of, and be enforceable against the parties and their respective successors and
assigns.

This Agreement incorporates, and you agree to
comply with, the most up-to-date version of all policies, appendices,
specifications, guidelines, schedules, and other rules referenced in this
Agreement or accessible on the Etha Site (“Terms and Conditions and Privacy
Policies”), including any updates of the Terms and Conditions and Privacy
Policies Policies from time to time. In the event of any conflict between this
Agreement and any Terms and Conditions and Privacy Policies, this Agreement
will control. In the event of a conflict between this agreement and your
agreement with an Etha affiliate under a separate affiliate marketing program
that agreement will control with respect to such separate program. This
Agreement (including the Terms and Conditions and Privacy Policies) is the
entire agreement between you and us regarding the Affiliates Program and supersedes
all prior agreements and discussions.

Whenever used in this Agreement, the terms
“include(s)”, “including”, and “for example” are used and intended without
limitation.

All non-public information provided by us in
connection with this Agreement or the Affiliates Program is considered
confidential information, and you will maintain the same in strict confidence
and not disclose the same to any third party (other than your affiliates) or
use the same for any purpose other than your performance under this Agreement,
which restriction will be in addition to the terms of any confidentiality or
non-disclosure agreement between the parties.

You and we are independent contractors, and
nothing in this Agreement will create any partnership, joint venture, agency, franchise,
sales representative, or employment relationship between you and us or our
respective affiliates. You will have no authority to make or accept any offers
or representations on our or our affiliates’ behalf. You will not make any
statement, whether on your Site or otherwise, that contradicts or may
contradict anything in this paragraph. If you authorize, assist, encourage, or
facilitate another person or entity to take any action related to the subject
matter of this Agreement, you will be deemed to have taken the action yourself.

12. Modification

We reserve the right to modify any of the terms and
conditions contained in this Agreement (including those in any Terms and
Conditions and Privacy Policies) at any time and in our sole discretion by
posting a change notice, revised Agreement, or revised Program Policy on the Affiliates
Site or by sending notice of such modification to you by email to the primary
email address then-currently Affiliated with your Affiliates account (any such
change by email will be effective on the date specified in such email but will
in no event be less than two business days after the date the email is sent).
YOUR CONTINUED PARTICIPATION IN THE AFFILIATES PROGRAM FOLLOWING THE EFFECTIVE
DATE OF SUCH NOTICE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF
ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE
THIS AGREEMENT IN ACCORDANCE WITH SECTION 6.