WELLNESS CLUB PARTNER AGREEMENT AND TERMS AND CONDITIONS

The Wellness Club is a program of NUTRAFi Wellness Club LLC, a Florida limited liability company (the “Company”).

By signing up to be a Wellness Club Partner, you hereby agree to these terms and our Wellness Club Partner Agreement (the “Agreement”).

The following definitions apply to this agreement:

“Wellness Club Partner” or “Partner” is an approved business-to-business distributor of NUTRAFi products.

“Partner Link” means a unique URL or QR code provided by the Company to the Partner for the sole purpose of referring customers to the Company and tracking sales of the Products.

“Commission” means the percentage or fixed amount payable to the Partner for Qualifying Sales, as detailed in the Commissions and Payment section below.

“Units” or “Products” means an individual NUTRAFi-branded spray, or other products as now existing or later developed.

“Net Revenue” means the total revenue received by the Company from a Qualifying Sale, minus refunds, chargebacks, discounts, promotional credits, taxes, shipping costs, processing fees, and similar adjustments.

Term: The duration of this Agreement, beginning upon the Partner’s acceptance of this Agreement or submission of an application to become a Wellness Club Partner, whichever occurs first, and continuing until terminated in accordance with this Agreement

Partner Qualifications and Acceptance: To qualify for consideration as a Wellness Club Partner, you must have made a qualifying purchase or purchased at least 250 Units from the Company over the lifetime of your relationship with the Company. Upon qualifying and applying to be a Wellness Club Partner, the Company will review your application. If your application is accepted, the Company will provide written confirmation and approval of your acceptance as a Partner. The Company reserves the right, in its sole discretion, to accept or reject any Wellness Club Partner application for any reason.

Partner Obligations and Responsibilities: Partners may only promote the Products through their business social media accounts, unless otherwise agreed upon by the Company in writing. Partners shall not promote their Partner Link directly on or through any personal social media platforms. Partner and its staff may reference the Products on their personal social media accounts only by reposting, collaborating on, or tagging content that originates from the Partner’s business social media account, and shall not create, share, or distribute any original promotional content, Partner Links, or direct marketing communications regarding the Products from personal social media accounts. Wellness Club Partners may only promote the Products using marketing materials, Partner Links, and promotional guidelines provided or authorized by the Company. Partners shall not market, sell, or promote the Products on any third-party selling platform, including, but not limited to, Amazon, eBay, marketplaces or TikTok shops.

Further, Partner is expressly prohibited from:

• Using any form of spam, unsolicited email, or unapproved mass communication market, sell, or promote the Products.

• claim, use, or apply to register, record, or file in any jurisdiction any trademark, trade name, corporate name, domain name, email address, social media user name, metatag, AdWords or similar search term, copyright, or design that is identical with, confusingly similar to, clearly derived from or based on any of the trademarks, tradenames, or slogans owned by the Company or its sister companies.

• Using any deceptive, misleading, or unethical practices to drive traffic or generate sales.

• Creating or operating websites or social media accounts that mimic or could be confused with the Company's official website or branding.

• Attempting to override or interfere with the Company’s tracking or proprietary systems.

• Making claims about the Products that are false or not expressly supported by the Company or its official marketing materials.

Partner shall comply with all applicable local, state, federal, and international laws and regulations, including but not limited to those governing marketing, advertising, intellectual property, and privacy. Partner must comply with all applicable FDA guidelines for the promotion and marketing of nutraceuticals.

The Partner shall be solely responsible for any unauthorized marketing, advertising, health, income, or product claims made by the Partner or its representatives and shall indemnify and hold harmless the Company from any third-party claims, damages, penalties, or liabilities arising from such unauthorized conduct.

Company Obligations and Responsibility: The Company will provide the Partner with a unique Partner Link and access to a dashboard (if applicable) for tracking Qualifying Sales and Commissions. The Company shall provide the Partner with marketing materials and promotional content to promote, market, and sell the Products, including logos and product descriptions. The Company shall track Sales and process Commission payments as set forth below. The Company’s tracking and reporting systems shall control for purposes of determining Qualifying Sales and Commissions, unless the Company determines there was a tracking or calculation error.

The Company reserves the right, in its sole discretion, to reject, cancel, limit, or refuse any order or transaction for any lawful reason, including suspected fraud, inventory limitations, pricing errors, policy violations, or compliance concerns. The Company shall have no liability to the Partner arising from any such action.

Commissions and Payment The Partner will earn a Commission of up to 25% of the Net Revenue of each Qualifying Sale generated through their Partner Link. The Company reserves the right to change the commission structure with 30 days’ written notice to the Partner, with the new structure effective at the expiration of the 30-day notice period.

A "Qualifying Sale" means the purchase of Products that: (i) was made by a new customer (not an existing customer of the Company or its sister companies); (ii) was completed via a direct click on your Partner Link under the terms of this Agreement; and (3) has not been canceled, refunded, or charged back within the 30 day refund policy or tracking and validation period.

Commissions will be paid out on a monthly basis, typically on or around the 15th day of each month for Qualifying Sales validated during the previous month. Commission payments will be made only when the earned Commission reaches a minimum threshold of $50. Commissions below the threshold will roll over to the next payment cycle.

The Partner is solely responsible for the payment of all taxes, duties, and other governmental fees associated with any Commissions paid under this Agreement. The Partner agrees to provide the Company with any necessary tax documentation before the processing of any payments.

No Guarantee: The Company does not guarantee any minimum level of sales, revenue, customers, or Commissions under this Agreement.

Intellectual Property Rights: The Company grants the Partner a non-exclusive, non-transferable, revocable license during the Term to use the Company’s trade names, trademarks, service marks, and proprietary marketing materials (collectively, the "Company IP") solely for the purpose of fulfilling the Partner's obligations under this Agreement. The Company retains all rights, title, and interest in and to the Company IP, the Products, and all proprietary information. The Partner acquires no rights in the Company IP other than the limited license explicitly granted herein.

Confidentiality: The Partner agrees to keep confidential and not disclose, use, copy, or permit others to use any non-public, confidential, or proprietary information relating to the Company, including its business operations, products, technology, customers, pricing, marketing strategies, or intellectual property, except as necessary to perform under this Agreement or as authorized in writing by the Company. The Partner shall take reasonable measures to protect such information from unauthorized access or disclosure. Confidential Information does not include information that is publicly available through no fault of the Partner or independently obtained without breach of any confidentiality obligation.

Limitation of Liability: To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or exemplary damages, including loss of profits, goodwill, data, or business opportunities, arising out of or relating to the Partner’s participation in the Wellness Club, use of the platform, promotional activities, tracking errors, delays in payment processing, or termination of this Agreement. The Company’s total liability arising under or relating to this Agreement shall not exceed the total Commission amounts paid to the Partner under this Agreement during the six (6) months preceding the event giving rise to the claim.

Term and Termination: This Agreement shall commence upon the Partner’s acceptance of this Agreement or submission of an application to become a Wellness Club Partner, whichever occurs first, and shall continue until terminated by either party in accordance with this Agreement.

The Company may terminate this Agreement immediately and without notice if the Partner materially breaches any terms in the Partner Obligations and Responsibilities or the Intellectual Property Rights section. The Company may terminate this Agreement for convenience with seven (7) days’ written notice.

The Partner may terminate this Agreement for convenience with seven (7) days’ written notice to the Company.

Upon termination of this Agreement, all rights and licenses granted to the Partner shall immediately terminate. The Partner shall immediately cease representing itself as a Wellness Club Partner and shall discontinue all use of the Company IP, Partner Links, promotional materials, and confidential information. The Partner shall promptly remove or disable all promotional content, links, references, advertisements, and social media content relating to the Wellness Club or the Products to the extent controlled by the Partner.

The Company shall pay any earned but unpaid Commissions for validated Qualifying Sales generated before the effective date of termination, subject to the minimum payout threshold, applicable chargeback periods, and the terms of this Agreement. The Company reserves the right to withhold or offset Commissions related to fraudulent activity, policy violations, refunds, or chargebacks.

Sections relating to Confidentiality, Intellectual Property Rights, Limitation of Liability, Governing Law, and any provisions that by their nature should survive termination shall survive the termination of this Agreement.

Miscellaneous: This Agreement, and all rights and obligations of the Company and the Partner, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. The Company and Partner hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Sarasota County, Florida.

This Agreement constitutes the entire agreement between the Company and the Partner and supersedes all prior agreements and understandings, whether written or oral, regarding the subject matter.

The Company may modify any of the terms of this Agreement at any time and in its sole discretion, by posting a notice or a new agreement on the Company’s website or the Wellness Club platform. The Partner's continued participation in the Wellness Club or as a Partner after such posting constitutes acceptance of the modified terms.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Partner has no authority to make or accept any offers or representations on behalf of the Company.