These Affiliate Program Terms and Conditions (“Terms”) govern participation in the HerScan LLC affiliate program (“Program”). By applying for, accepting, or participating in the Program, the affiliate (“Affiliate”) agrees to be bound by these Terms. HerScan LLC is referred to herein as the “Company.”

1. Definitions

For purposes of these Terms, the following definitions apply:

1.1 “Company Marketing Materials” means all advertising, promotional, branding, and marketing assets created, owned, approved, or provided by Company to Affiliate for use in connection with the Program.

1.2 “Company Products” means the health screening services, wellness offerings, events, and related products provided or sponsored by Company, as modified from time to time in Company’s sole discretion.

1.3 “Company Website” means https://www.herscan.com and any successor or replacement site designated by Company.

1.4 “Customer” means an individual who purchases Company Products directly from Company as a result of Affiliate’s approved promotional activities.

1.5 “Customer Information” means identifying or contact information relating to Customers, including names, addresses, phone numbers, and email addresses.

1.6 “Payout Amount” means the compensation payable to Affiliate for qualifying transactions attributable to Affiliate under the Program.

1.7 “Proprietary Rights” means all intellectual property and proprietary interests, including copyrights, trademarks, service marks, trade names, patents, trade secrets, confidential information, software, and algorithms.

1.8 “Services” means Affiliate’s promotional and marketing services performed under the Program.

1.9 “Visitor” means any individual who accesses the Company Website via an Affiliate-provided link.

2. Participation, Compensation, and Payment Requirements

Affiliate participates in the Program on a non-exclusive basis and agrees to perform the Services in accordance with these Terms.

The applicable Payout Amount will be communicated to Affiliate in writing following Company’s approval of Affiliate’s application.

Affiliate must maintain an active U.S.-based bank account to receive payments. Company will not remit payments to non-U.S. accounts under any circumstances.

3. License and Ownership of Customer Information

3.1 Limited License

Company grants Affiliate a revocable, non-exclusive, non-transferable, limited license to use Company Marketing Materials solely for promoting Company Products in accordance with these Terms.

All Company Marketing Materials, Company Products, trademarks, copyrights, patent rights, trade names, service marks, and related intellectual property remain the exclusive property of Company. No ownership rights are transferred.

Affiliate may not modify, alter, adapt, or create derivative works from Company Marketing Materials without Company’s prior written consent.

Affiliate shall not:

• Challenge Company’s ownership of its marks
• Register or attempt to register any Company marks
• Use confusingly similar marks or branding
• Combine Company marks with other branding

All goodwill arising from Affiliate’s use of Company marks inures solely to Company’s benefit.

3.2 Customer Information

All Customer Information is owned exclusively by Company. Affiliate may use Customer Information solely to perform obligations under the Program and for no other purpose. Affiliate may not sell, disclose, transfer, or reuse Customer Information.

4. Term and Termination

4.1 Termination for Cause

Company may immediately terminate Affiliate’s participation if:

• Affiliate’s conduct, statements, or content could reasonably expose Company to legal liability or reputational harm; or
• Affiliate materially breaches these Terms and such breach cannot be promptly cured.

4.2 Termination for Convenience

Either party may terminate participation in the Program for any reason upon forty-eight (48) hours’ written notice.

4.3 Effect of Termination

Upon termination, Affiliate will be paid any earned but unpaid Payout Amounts accrued through the termination date, subject to Company’s fraud review and compliance determinations.

5. Company Obligations

Company agrees to:

1. Provide Affiliate access to approved Company Marketing Materials;
2. Notify Affiliate of material updates to Products or Marketing Materials;
3. Provide approved tracking links directing Visitors to the Company Website;
4. Permit placement of approved Marketing Materials on Company-approved platforms;
5. Provide reasonable program support and communications;
6. Offer access to Affiliate perks such as training sessions, contests, or events;
7. Fulfill Customer orders;
8. Remit earned Payout Amounts by the 30th day of the month following receipt of Customer payment, subject to fraud or breach review;
9. Maintain Affiliate confidentiality unless disclosure is legally required.

6. Affiliate Obligations

Affiliate agrees to:

1. Promote Company Products only using approved Marketing Materials;
2. Publish Marketing Materials only on Company-approved websites or channels;
3. Preserve the integrity of all Marketing Materials;
4. Place tracking links only in approved digital properties;
5. Promptly notify Company of any unauthorized use of Company assets;
6. Maintain verifiable proof of Visitor opt-in upon request (within 48 hours);
7. Scrub all outreach lists against Company-provided suppression lists;
8. Be fully responsible for actions of any third-party agents or contractors.

7. Affiliate Representations and Warranties

Affiliate represents and warrants that:

1. It has authority to enter into these Terms;
2. It holds all required licenses and approvals for its marketing activities;
3. Affiliate acknowledges and agrees that Company has made no representations and accepts no liability relative to any website and associated content which may be accessed through the Company’s Website or through a link from the Company’s Website;
4. It complies with all applicable federal, state, and local laws, including privacy, advertising, and anti-spam laws;
5. Its content does not infringe third-party rights or violate applicable laws;
6. Its content is not defamatory, obscene, fraudulent, or unlawful;
7. No insolvency or bankruptcy proceedings exist that impair performance;
8. Affiliate is not subject to any regulatory investigation that would impair compliance.
   
   
9. Indemnification

Affiliate shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from all claims, liabilities, damages, penalties, and expenses (including attorneys’ fees) arising from Affiliate’s participation in the Program or breach of these Terms.

8. Confidentiality

“Confidential Information” includes all non-public information disclosed by Company, including Customer Information.

Affiliate shall protect Confidential Information during participation and for one (1) year thereafter, and use it solely to perform Program obligations.

Confidentiality obligations do not apply to information that is:

• Publicly available without breach;
• Lawfully possessed prior to disclosure;
• Received from a lawful third party;
• Independently developed without reference to Confidential Information.

9. Miscellaneous

9.1 Independent Contractor

Affiliate is an independent contractor. Nothing herein creates a partnership, joint venture, or agency relationship.

9.2 Notices

All notices shall be provided electronically via email.

9.3 Governing Law; Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflicts principles. Any dispute shall be brought exclusively in state or federal courts located in the State of Florida, and the parties waive any right to trial by jury.

9.4 Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior agreements or understandings.

Effective 01/07/26