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LifeRx md Inc Terms *
LifeRxMD, Inc. Affiliate Agreement

This Affiliate Agreement (“Agreement”) is entered into by LifeRxMD, Inc. (“Company”) and the affiliate (“Affiliate”). By registering for and participating in the LifeRxMD, Inc. Affiliate Program, the Affiliate agrees to the following terms and conditions:

1. Enrollment and Eligibility
Affiliates must be 18 years of age or older to participate in the LifeRxMD, Inc. Affiliate Program. The Company reserves the right, in its sole discretion, to approve or reject any affiliate application.

2. Affiliate Responsibilities
The Affiliate agrees to use their unique affiliate tracking link to promote LifeRxMD, Inc.’s services. The Affiliate is solely responsible for ensuring that the tracking links are functioning properly to track referrals. The Company will not be liable for any tracking or reporting discrepancies due to the failure of the Affiliate’s tracking links.

3. Compensation and Two-Tier Program
•	Compensation per Conversion: Affiliates will receive a commission of $100 for each referred lead that successfully completes the LifeRxMD, Inc. program enrollment process, provided that the Lead is a new contact to the LifeRxMD, Inc. database and not an existing Lead or customer. A valid Conversion requires that:

1.	The referred individual (“Lead”) completes the inquiry form on the LifeRxMD, Inc. website.

2.	The Lead signs an agreement via DocuSign for registration and schedules their first doctor’s appointment.

3.	The Lead attends and completes the doctor’s appointment, during which a recommendation for the LifeRxMD, Inc. weight loss program is provided.

4.	The Lead subsequently enrolls in the LifeRxMD, Inc. weight loss program by committing to the monthly subscription.

•	New Lead Requirement: Commissions will only be paid for new Leads who are not already present in the LifeRxMD, Inc. database. If the referred Lead already exists in the database, the Affiliate will not be entitled to any commission for that referral.

•	Conversion Event: A "Conversion" is deemed to occur when the Lead formally enrolls in the LifeRxMD, Inc. program following their doctor’s appointment. The initial $49.95 transaction associated with DocuSign registration does not constitute a Conversion and does not trigger commission payment.

•	Two-Tier Program: Affiliates will receive a $50 commission for each Conversion generated by an affiliate they referred to the LifeRxMD, Inc. Affiliate Program ("Sub-Affiliate").

•	Payout Terms: Commissions will be paid on the first business day of each calendar month, provided that the Affiliate has accumulated a minimum balance of $100 in earned commissions.

•	Cookie Duration: Affiliate tracking is valid for 90 days from the initial referral. If the Lead does not complete the Conversion within 90 days, no commission will be owed to the Affiliate for that Lead.

4. Promotional Methods
[Placeholder for allowed or prohibited promotional methods.]

5. Affiliate Branding and Marketing
Affiliates must comply with the Company’s branding guidelines when using LifeRxMD, Inc.’s logos, trademarks, and marketing materials. Any alterations, misuse, or unauthorized use of LifeRxMD, Inc.’s branding is strictly prohibited. The Company reserves the right to revoke branding rights at any time for any misuse.


6. Confidentiality and HIPAA Compliance
Affiliates acknowledge that LifeRxMD, Inc. operates within the medical field and adheres to HIPAA regulations. As such, no customer or patient information will be shared with affiliates. Affiliates must also treat all non-public information related to the Company’s business, strategies, pricing, operations, and clients as confidential. This information may not be disclosed or used for any purpose other than to promote LifeRxMD, Inc. under this Agreement.

7. Tracking and Dispute Resolution
The Company will track and report all referral activity using its tracking systems. Any disputes regarding tracking or commission payments must be submitted in writing within 30 days of the disputed event. The Company will investigate and resolve disputes in accordance with standard industry practices.

8. Termination of Agreement
LifeRxMD, Inc. reserves the right to terminate the Affiliate’s participation in the program at any time, with or without cause. Reasons for termination include, but are not limited to, the following:
•	Violation of any term or condition of this Agreement.
•	Fraudulent activity or submission of false leads.
•	Misuse of LifeRxMD, Inc. branding or promotional materials.

Upon termination:
•	Any unpaid commissions that have met the payout threshold of $100 prior to termination will be paid on the next scheduled payout date, provided that the commissions were not generated through fraudulent or prohibited activities as determined by LifeRxMD, Inc. in its sole discretion.
•	Any commissions that have not met the payout threshold prior to termination will be forfeited.
•	The Affiliate will not be entitled to receive any future commissions for Conversions occurring after the termination date, even if such Conversions were related to Leads referred prior to termination.

9. Taxes and Legal Compliance
Affiliates are solely responsible for any and all taxes or duties imposed by their respective jurisdictions on commissions earned under this Agreement. LifeRxMD, Inc. will not withhold taxes or issue tax documentation beyond what is required by law. This Agreement is governed by the laws of the State of New Jersey.

10. Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions of the Agreement shall remain in full force and effect. The invalidity or unenforceability of any specific provision shall not affect the validity or enforceability of any other provisions.

11. Indemnification
The Affiliate agrees to indemnify and hold harmless LifeRxMD, Inc., its directors, officers, employees, and affiliates from any and all claims, damages, liabilities, or expenses (including attorney’s fees) arising out of the Affiliate’s participation in the Affiliate Program, including but not limited to any violation of this Agreement, any violation of third-party rights, or any breach of applicable law.

12. Limitation of Liability
In no event shall LifeRxMD, Inc. be liable for any indirect, incidental, punitive, or consequential damages (including loss of revenue, profits, or data) arising from this Agreement or the Affiliate’s participation in the program, even if such damages were foreseeable or the Company has been advised of the possibility of such damages.

13. Modifications to the Agreement
LifeRxMD, Inc. reserves the right to modify any of the terms and conditions of this Agreement at any time. The Affiliate will be notified of any changes via email or through the affiliate portal. Continued participation in the Affiliate Program following any such modifications will constitute the Affiliate’s consent to the revised terms.

14. Independent Contractor Relationship
The Affiliate’s relationship with LifeRxMD, Inc. is that of an independent contractor. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Affiliate and LifeRxMD, Inc. The Affiliate does not have any authority to make or accept any offers or representations on behalf of LifeRxMD, Inc. The Affiliate cannot act on behalf of or bind LifeRxMD, Inc. in any manner. The Affiliate also has no ownership interest in LifeRxMD, Inc. or any of its intellectual property.

15. Governing Law and Dispute Resolution
This Agreement will be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law provisions. Any disputes arising from or relating to this Agreement shall be resolved exclusively through binding arbitration administered by a mutually agreed upon arbitration service. The arbitration shall be conducted in accordance with the rules of the arbitration service, and the decision of the arbitrator shall be final and binding on both parties.
The parties expressly waive their right to a jury trial or to bring or participate in a class action or other representative proceeding. Any arbitration will take place on an individual basis, and no arbitration will be consolidated with another arbitration or proceeding involving any other person or entity.

16. Entire Agreement
This Agreement constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes all prior agreements or understandings, whether written or oral. No changes or modifications to this Agreement will be valid unless made in writing and signed by both parties.

17. Non-Solicitation
The Affiliate agrees that, during the term of this Agreement and for a period of one (1) year after its termination, the Affiliate will not directly or indirectly solicit or attempt to solicit LifeRxMD, Inc.’s employees, affiliates, or customers for the purpose of encouraging them to terminate their relationship with LifeRxMD, Inc. or to join a competitor of LifeRxMD, Inc.

18. Non-Disparagement
The Affiliate agrees not to make any false, misleading, or disparaging statements about LifeRxMD, Inc., its employees, products, or services during the term of this Agreement and for a period of one (1) year following the termination of this Agreement.

19. Compliance with Laws and Company Policies
The Affiliate agrees to comply with all applicable federal, state, and local laws and regulations, including, but not limited to, those concerning advertising, privacy, and data protection. The Affiliate further agrees to comply with LifeRxMD, Inc.’s policies as provided from time to time, including, but not limited to, any brand, marketing, and ethical guidelines issued by LifeRxMD, Inc.

20. Right to Audit
LifeRxMD, Inc. reserves the right to audit the Affiliate’s activities, including marketing materials, use of tracking links, and compliance with this Agreement. The Affiliate agrees to cooperate with such audits and provide any information reasonably requested by LifeRxMD, Inc.

21. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, strikes, labor disputes, pandemics, or government actions. The affected party shall give prompt written notice to the other party of the occurrence of such an event and make reasonable efforts to mitigate its impact.

22. Notices
Any notices required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered by hand, email (with confirmed receipt), or by certified mail (return receipt requested), to the addresses specified below or to such other addresses as either party may designate by notice in accordance with this provision:
For LifeRx.md:
401 Cooper Landing Road
Cherry Hill, NJ 08002
United States
Email: info@liferxtelemd.com

For Affiliate:
The address and email provided by the Affiliate at the time of registration in the LifeRx.md Affiliate Program.

Acceptance of Terms
By registering for and participating in the LifeRxMD, Inc. Affiliate Program, you acknowledge that you have read, understood, and agree to the terms and conditions of this Agreement.
I agree to LifeRx md Inc's Terms of Service