Terms of Use and Privacy Statement

Affiliates
Program Operating Agreement

Welcome to KETO TO GO’s
website for KETOFILLIATES (the “Affiliates Site”), where
you can manage your affiliate marketing relationship with KETO TO GO
LLC or any of its affiliate companies, as the case may be
(“Keto-To-Go” 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 which is 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
keto-to-go.com website. The links must properly use the special
“tagged” link formats we provide and comply with this Agreement
(“Special Links”). When our customers click through the
Special Links to purchase an item sold or services offered on the
Keto-To-Go Site (a “Product”) or take other actions, you
can receive program fees for qualifying purchases. 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 Keto-To-Go Site.

2.
Affiliates Program Compliance Requirements

You must comply with this
Agreement 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 Keto-To-Go 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.
Keto-To-Go 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 Keto-To-Go 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 a Keto-To-Go Site, you will state that
those customers must follow contact directions on that Keto-To-Go
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 of traffic or 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
Keto-To-Go may authorize your display or other use of Content: “As
a Keto-To-Go 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. 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, 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 ASSOCIATES PROGRAM, THE
KETO-TO-GO SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE KETO-TO-GO
SITE, ANY SPECIAL LINKS, LINK FORMATS, CONTENT, THE PRODUCT
ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, OUR AND OUR
AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE
KETO-TO-GO 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 ASSOCIATES
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 ASSOCIATES PROGRAM, CONTENT, THE PRODUCT
ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, PROGRAM
POLICIES, THE ASSOCIATES SITE, OR ANY KETO-TO-GO 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
ASSOCIATES PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR
PARTICIPATION IN THE ASSOCIATES 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 Washington, 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 ourr
registered agent,
Business Conflict Management, 26 Park Street, Suite 2014, Montclair,
NJ 07042. 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
Special Links and Content (for example, that a particular Keto-To-Go
customer clicked through a Special Link from your Site before buying
a Product on the Keto-To-Go Site), (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
Affiliates Site (“Program Policies”), including any
updates of the Program Policies from time to time. In the event of
any conflict between this Agreement and any Program Policy, this
Agreement will control. In the event of a conflict between this
agreement and your agreement with a Keto-To-Go affiliate under a
separate affiliate marketing program that agreement will control with
respect to such separate program. This Agreement (including the
Program 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 Program Policy) 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 ASSOCIATES
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.