Creator Affiliate Agreement

Preamble

This Creator Affiliate Agreement (this “Agreement”) is entered into as of the date Creator accepts this Agreement by checking the acceptance box presented in the Rila Creator Portal (the “Portal”) (the “Effective Date”), by and between BJE Equity LLC, a Utah limited liability company doing business as Rila, with its principal place of business at 362 South 960 West, American Fork, UT 84003 (“Brand”), and the individual or entity that has registered a Portal account and accepts this Agreement through the Portal (“Creator”). Brand and Creator are referred to individually as a “Party” and collectively as the “Parties.”

1. Recitals; Parties; Effective Date

1.1 Brand. Brand is a direct-to-consumer telehealth brand that markets and administers a cash-pay program through which consumers may seek physician-supervised health management treatments, including but not limited to weight loss, longevity, sexual health, and sleep. Brand does not employ prescribers, does not render medical services, does not operate a pharmacy, and does not dispense, compound, or ship medication.

1.2 Clinical Services Are Delivered by Third Parties. All clinical services made available in connection with Brand’s program — including intake review, medical evaluation, prescribing, and dispensing — are rendered by an independent third-party management services organization, its affiliated professional entities and licensed providers, and its contracted pharmacy network, collectively defined below as the Clinical Partner. Brand is not a party to, and does not control, the provider-patient relationship.

1.3 Purpose. Creator wishes to participate in Brand’s creator affiliate program (the “Affiliate Program”) as an independent marketing contractor, producing and publishing authentic first-person promotional content in exchange for the compensation described in this Agreement and in Exhibit A.

1.4 Two Separate Roles. The Parties acknowledge that Creator may occupy two entirely separate roles: (a) a paid independent marketing contractor of Brand under this Agreement, and (b) if Creator independently elects to pursue treatment, a patient of the Clinical Partner under a relationship governed solely by the Clinical Partner’s own terms, consents, and notices. This Agreement governs only role (a). Nothing in this Agreement creates, modifies, or supplements any provider-patient relationship, and Creator’s rights and obligations as a patient arise exclusively from Creator’s agreements with the Clinical Partner.

1.5 Effective Date. This Agreement is effective as of the Effective Date and continues as provided in Section 25 (Term; Termination for Convenience) and Section 26 (Termination & Clawback Clause).

1.6 Condition Precedent to Participation. Execution of this Agreement is a condition of consideration for the Affiliate Program. Execution does not entitle Creator to acceptance into the Affiliate Program, to any Tracking Link, to any Product, or to any compensation.

2. Definitions

Capitalized terms have the meanings set forth in this Section 2 or where otherwise defined in this Agreement. Terms defined in the singular include the plural and vice versa.

2.1 “Affiliate Program” means the creator affiliate marketing program operated by Brand under this Agreement, including any portal, dashboard, tracking system, creative library, or platform Brand designates from time to time.

2.2 “Applicable Law” means all federal, state, and local statutes, regulations, rules, orders, guidance documents, and enforcement policies applicable to Creator’s activities under this Agreement, including without limitation Section 5 of the Federal Trade Commission Act, the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, the Federal Food, Drug, and Cosmetic Act, the CAN-SPAM Act, the Telephone Consumer Protection Act, the federal Anti-Kickback Statute, the Eliminating Kickbacks in Recovery Act, and the statutes and regulations of the State of Utah and of any state in which Creator publishes Content or from which Creator directs traffic.

2.3 “Business Day” means any day other than a Saturday, a Sunday, or a day on which banks in Salt Lake County, Utah are authorized or required by law to close.

2.4 “Clinical Partner” means DrTelx LLC, a Washington limited liability company that serves as the management services organization for, and has authority to bind, the following affiliated professional entities that render clinical services: Digital Medical Care, P.C. (New Jersey), TXMD of Texas, P.C., TXMD of Kansas, P.A., and TXMD of California, P.C. (collectively, the “Provider Groups”), together with the licensed pharmacy or pharmacies to which the Provider Groups issue prescriptions, in each case as constituted from time to time. The Clinical Partner is not a party to this Agreement and is an intended third-party beneficiary of Sections 12, 13, 14, 15, 20, and 21. For the avoidance of doubt, “Clinical Partner” does not include Rimo Health LLC or any other technology, platform, or administrative vendor that provides the software or business infrastructure supporting the Clinical Partner’s services — such a vendor renders no clinical or pharmacy services and exercises no independent medical judgment.

2.5 “Confidential Information” means all non-public information disclosed by or on behalf of Brand to Creator, or to which Creator obtains access by reason of the Affiliate Program, in any form, whether or not marked as confidential, including without limitation: commission amounts and the commission and fee structure; the contents of Exhibit A; program terms, tiers, bonuses, and incentives; Brand’s pricing methodology, margins, discounting practices, and unit economics; conversion, attribution, and performance data; customer and patient volumes; the identity of and Brand’s commercial terms with the Clinical Partner, pharmacies, laboratories, payment processors, tracking vendors, and agencies; unreleased creative, product, and marketing plans; and Brand’s internal compliance materials, approval standards, and templates. Confidential Information does not include information that Creator can document (a) was lawfully in Creator’s possession without obligation of confidence before disclosure, (b) is or becomes publicly available other than through Creator’s act or omission, or (c) is independently developed by Creator without use of or reference to Brand’s Confidential Information.

2.6 “Content” means any and all material created, published, submitted, distributed, or caused to be published by Creator that references, depicts, promotes, or is produced in connection with Brand, the Product, the Affiliate Program, or a Tracking Link, in any medium now known or later developed, including without limitation video, audio, images, text, captions, hashtags, on-screen text, thumbnails, titles, descriptions, comments, direct messages, replies, live streams, stories, ephemeral posts, newsletters, blog posts, podcasts, and paid advertising creative.

2.7 “Creator Health Information” means individually identifiable health information concerning Creator personally, including information concerning Creator’s own intake responses, eligibility determination, treatment, dosing, measurements, laboratory results, photographs, and outcomes.

2.8 “List Price Value” means, with respect to the free initial Product order furnished to Creator under Section 5, Brand’s then-current standard published retail list price for the same Product, as that price is displayed at checkout to a first-time paying customer with no discount, promotional code, coupon, bundle adjustment, subscription incentive, affiliate credit, or other price reduction applied, determined as of the date on which Creator’s free Product order is fulfilled. Brand may change its published retail list prices at any time, in its sole discretion, without notice to Creator and without amending this Agreement, and any such change applies to Product orders fulfilled after the change takes effect. Brand shall record the applicable List Price Value as of the fulfillment date and may state that value to Creator in writing, including on Exhibit D. Brand’s business records of its published retail list price on the fulfillment date are conclusive as to the List Price Value absent manifest error.

2.9 “Marks” means the trademarks, service marks, trade names, logos, wordmarks, trade dress, domain names, social handles, and other source identifiers owned or licensed by Brand and used in connection with the Product, the Affiliate Program, or Brand’s business generally — including the “Rila” name and logo — as they exist now or as Brand adds, updates, or substitutes them from time to time.

2.10 “PHI” means protected health information as that term is defined at 45 C.F.R. § 160.103, and, for purposes of this Agreement, any other individually identifiable health information of any person other than Creator, in any form.

2.11 “Product” means the cash-pay treatment programs, products, and services marketed by Brand under the Marks, including weight loss, longevity, sleep, and hormone replacement therapy (“HRT”) offerings, and any other product category from time to time listed at www.joinrila.com, as such offerings are constituted and updated from time to time.

2.12 “Qualified Conversion” means, and means only, a referred customer’s first payment to Brand that has successfully cleared and has not been reversed. Submission of an intake form, creation of an account, provider approval, prescription issuance, shipment, and any other event short of a first payment that has successfully cleared and has not been reversed do not constitute a Qualified Conversion and do not give rise to any commission. A payment that is subsequently refunded, charged back, voided, cancelled, reversed, or determined by Brand to be fraudulent or non-bona-fide ceases to be a Qualified Conversion.

2.13 “Tracking Link” means the unique referral link, landing page URL, discount or referral code, QR code, or other tracking mechanism issued to Creator by Brand or by Brand’s designated tracking provider for the purpose of attributing traffic and conversions to Creator.

3. Enrollment; Acceptance; Eligibility

3.1 Application. Creator applies to the Affiliate Program by completing Brand’s application at https://jointrybe.com/auth/program-invite/cmtm7ts310003iy0wor25monk, executing this Agreement, and delivering the documentation required under Section 4.

3.2 Eligibility. Creator represents that Creator is (a) an individual at least eighteen (18) years of age, or an entity duly organized and in good standing acting through an individual at least eighteen (18) years of age; (b) a United States person located in and publishing from the United States; (c) not a licensed healthcare provider holding Creator out as such in the Content; and (d) in compliance with any additional eligibility criteria Brand publishes from time to time in the Portal (none as of the Effective Date).

3.3 Acceptance Is Discretionary. Acceptance into the Affiliate Program occurs only upon Brand’s written confirmation and issuance of a Tracking Link. Brand may accept, reject, defer, condition, limit, suspend, or remove any applicant or Creator at any time, for any reason or for no reason, with or without notice, in Brand’s sole and unreviewable discretion. No applicant or Creator has any right to acceptance, continued participation, explanation, appeal, review, or reinstatement.

3.4 No Clinical Condition on Acceptance. Acceptance into the Affiliate Program is not conditioned upon Creator obtaining, pursuing, or continuing any treatment, and Creator is under no obligation to Brand to complete intake, to seek provider approval, or to use the Product. Creator’s participation in the Affiliate Program is a marketing engagement only. The requirements of Section 6 (Product Use Requirement Clause) and Section 7 (Authenticity and Publication Prerequisite) operate as restrictions on what Creator may publish, not as conditions of acceptance into the Affiliate Program.

3.5 No Guarantee of Clinical Eligibility. Clinical eligibility is determined solely by a treating provider of the Clinical Partner in the exercise of independent medical judgment. Brand does not guarantee, influence, or predict that determination. If a provider declines to treat Creator, defers treatment, discontinues treatment, or determines that Creator is not an appropriate candidate, Brand incurs no obligation of any kind, Creator has no claim against Brand arising from that determination, and Creator remains bound by Section 6 and Section 7.

3.6 No Exclusivity; No Volume Commitment. Brand grants Creator no exclusivity of any kind, in any territory, category, or platform. Brand makes no representation, guarantee, or commitment as to traffic, conversions, earnings, campaign volume, campaign duration, or the continuation of the Affiliate Program.

3.7 Suspension. Brand may suspend Creator’s Tracking Link, portal access, Content approvals, and pending payouts immediately and without notice pending investigation of any suspected breach of this Agreement, suspected fraud, suspected non-compliance with Applicable Law, or receipt of any regulatory, platform, or third-party complaint. Suspension is not an election of remedies and does not limit Brand’s right to terminate.

3.8 Effect of Provider Non-Approval on Continued Participation. Brand’s Affiliate Program is built around genuine, first-person accounts of Creators’ actual experience with the Product. If, following Creator’s independent completion of intake with the Clinical Partner, a treating provider does not approve Creator for the Product, Creator will have no personal experience with the Product to report, and Section 7 will prevent Creator from publishing any first-person promotional Content. In that circumstance, Brand may, in the exercise of the discretion reserved to it under Section 3.3, discontinue Creator’s participation in the Affiliate Program. This Section 3.8 does not condition Creator’s initial acceptance into the Affiliate Program on obtaining or continuing treatment, does not obligate Creator to seek treatment, and does not entitle Brand to any repayment, clawback, or forfeiture on account of a provider’s non-approval; any commission Creator has already earned as of the date of discontinuation remains payable subject to Section 11. Nothing in this Section 3.8 is intended to, and nothing in this Section 3.8 shall be construed to, induce Creator or any other person to seek treatment for any reason other than Creator’s own independent healthcare decision.

4. Independent Contractor Status

4.1 Status. Creator is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture, franchise, or fiduciary relationship between the Parties, or between Creator and the Clinical Partner. Creator is not an employee of Brand for any purpose, including any federal, state, or local tax, wage and hour, workers’ compensation, unemployment insurance, or benefits purpose.

4.2 No Authority. Creator has no authority to bind Brand or the Clinical Partner, to enter into any agreement or make any commitment on behalf of either, to accept service of process for either, or to represent that Creator speaks for either. Creator shall not hold itself out as an employee, agent, representative, spokesperson, or official account of Brand or the Clinical Partner.

4.3 Control of Means. Creator controls the manner, method, hours, and location of Creator’s work, and supplies Creator’s own equipment, software, personnel, and internet access at Creator’s sole expense. Brand’s rights of Content approval, takedown, and compliance enforcement under this Agreement are quality-control and legal-compliance rights exercised to protect the Marks and to satisfy Brand’s own obligations under Applicable Law, and do not constitute control over the means and manner of Creator’s work.

4.4 No Benefits. Creator is not eligible for and waives any claim to any employee benefit of Brand, including health coverage, retirement contributions, paid leave, overtime, expense reimbursement, or severance.

4.5 Tax Documentation. Creator shall deliver a properly completed IRS Form W-9 (or, if applicable, the correct Form W-8 series form) to Brand by email to creators@joinrila.com before any payment is issued and before any free Product order is fulfilled. Brand may withhold all payments and may decline to fulfill any free Product order until valid tax documentation is on file. Brand may apply backup withholding as required by law.

4.6 Form 1099 Reporting. Brand will issue IRS Form 1099-NEC (or such other information return as Brand determines is required) reporting the aggregate of (a) all commissions paid to Creator during the applicable calendar year and (b) the List Price Value of any free initial Product order fulfilled to Creator during that calendar year, where reporting thresholds are met.

4.7 Creator Bears All Taxes. Creator is solely responsible for all federal, state, and local income, self-employment, sales, use, and other taxes, and all interest and penalties, arising from amounts paid or property furnished under this Agreement, including all taxes arising from the List Price Value of the free initial Product order. Brand does not withhold taxes except as required by law. Creator shall indemnify Brand for any tax, penalty, interest, or assessment imposed on Brand arising from Creator’s failure to report or pay such amounts, in accordance with Section 21 (Indemnification Clause).

4.8 Expenses. Creator bears all costs of producing, publishing, and promoting Content, including advertising spend, production costs, talent, licensing, and platform fees. Brand reimburses no expense unless Brand has approved that expense in advance in a writing signed by Brand.

5. Free Initial Product Order

5.1 One Order Only. Upon acceptance into the Affiliate Program, and subject to every condition in this Section 5, Brand may furnish Creator with one (1) free initial Product order. The free initial Product order is a single, one-time, non-recurring order. It is not a subscription, not a course of treatment, and not a continuing arrangement.

5.2 Conditions. Brand’s furnishing of the free initial Product order is conditioned upon each of the following: (a) Creator has been accepted into the Affiliate Program and this Agreement is in force; (b) Creator has independently and truthfully completed intake with the Clinical Partner; (c) a treating provider of the Clinical Partner has, in the exercise of independent medical judgment, approved Creator for the Product; (d) Creator has delivered valid tax documentation under Section 4.5; and (e) Creator has executed Exhibit D. If any condition is not satisfied, Brand has no obligation to furnish any Product and Creator has no claim of any kind.

5.3 Furnished in Creator’s Patient Capacity. The free initial Product order is furnished to Creator in Creator’s capacity as a patient of the Clinical Partner and is at all times subject to the independent medical judgment of the treating provider, including the provider’s judgment to decline, modify, delay, reduce, substitute, or discontinue treatment. Brand exercises no clinical judgment and makes no clinical representation. Nothing in this Section 5 obligates any provider to prescribe anything.

5.4 No Resupply; No Entitlement. Brand has no obligation to furnish any refill, resupply, renewal, replacement, dose escalation, second order, or any further Product of any kind. Creator has no entitlement to continued Product, to continued treatment, or to any credit, discount, or substitute if Creator does not receive or does not complete the free initial Product order. Any treatment Creator elects beyond the free initial Product order is at Creator’s own election, at Creator’s own expense, at Brand’s then-current published prices, and subject to the Clinical Partner’s independent clinical determinations.

5.5 Valuation. The free initial Product order is valued at the List Price Value as defined in Section 2.8. Creator acknowledges and agrees to that valuation method, agrees that Brand determines and records the List Price Value as of the fulfillment date, and waives any objection to, challenge to, or dispute of the valuation method and of Brand’s recorded value absent manifest error. Creator further acknowledges that Brand may change its published retail list prices at any time without notice to Creator and without amendment of this Agreement, and that any such change applies to orders fulfilled after the change.

5.6 Tax Treatment. The List Price Value of the free initial Product order is compensation to Creator for services, is reportable by Brand on Form 1099 as provided in Section 4.6, and is taxable to Creator. Creator acknowledges this treatment, acknowledges that Brand has not provided and will not provide tax advice, and is solely responsible for consulting Creator’s own tax advisor.

5.7 Mandatory Disclosure. Receipt of the free initial Product order is a material connection between Creator and Brand within the meaning of the FTC Endorsement Guides. Creator shall disclose that material connection clearly and conspicuously in all Content, in the manner required by Section 9 (FTC Disclosure Requirement Clause) and Exhibit C, whether or not the specific Content mentions the free Product.

5.8 No Resale or Transfer. Creator shall not sell, resell, offer for sale, barter, trade, gift, transfer, assign, redistribute, share, administer to any other person, or otherwise divert any Product furnished under this Section 5, in whole or in part. Creator shall not depict or describe any such transfer in Content. Any violation of this Section 5.8 is a material breach.

5.9 Repayment on Termination for Breach. If this Agreement is terminated by Brand for Creator’s breach, or if Brand terminates Creator’s participation on the basis of conduct that constitutes a breach of this Agreement, Creator shall repay Brand the full List Price Value of the free initial Product order within thirty (30) days of Brand’s written demand. Brand may set off that amount against any commission otherwise payable to Creator. This Section 5.9 survives termination.

5.10 Separation of Roles. Nothing in this Section 5 alters the separation of roles set forth in Section 1.4. Creator’s clinical care, records, and communications with the Clinical Partner are governed by Creator’s agreements with the Clinical Partner and not by this Agreement.

6. Product Use Requirement Clause

Creator agrees that any first-person testimonial, review, or experience-based Content shall be based solely on Creator’s genuine, personal experience with the Product following completion of the Brand’s clinical intake process. Creator shall not publish any first-person promotional Content prior to completing intake and receiving the applicable Product or service. Creator acknowledges that the FTC requires testimonials to reflect honest opinions and actual experience of the endorser, and that fabricated testimonials may result in civil penalties up to $50,120 per violation.

7. Authenticity and Publication Prerequisite

7.1 Publication Prerequisite. Creator shall not publish, submit for approval, schedule, or cause to be published any first-person Content — meaning any Content in which Creator states, implies, depicts, or permits the audience to infer that Creator has used, is using, has been approved for, or has experienced results from the Product — unless, as of the time of publication, all of the following are true: (a) Creator has independently completed intake with the Clinical Partner; (b) a treating provider of the Clinical Partner has approved Creator for the Product; and (c) Creator has personally received and personally used the Product. This Section 7.1 is a restriction on publication and is in addition to, and does not limit, Section 6 (Product Use Requirement Clause).

7.2 Truthfulness of First-Person Statements. Creator represents and warrants that every first-person statement in the Content is true, is not misleading, reflects Creator’s actual personal experience, is Creator’s honest opinion, and is made without material omission. Creator shall not overstate, embellish, dramatize, or generalize Creator’s experience, and shall not present an atypical experience as typical.

7.3 Substantiation. Creator shall maintain documentation substantiating every first-person claim made in the Content, retained in accordance with Section 23, and shall produce it to Brand within three (3) Business Days of Brand’s request.

7.4 No Fabricated Experience. Creator shall not fabricate, script from another person’s experience, stage as personal an experience Creator did not have, reuse another person’s footage or results as Creator’s own, or depict a purported outcome that did not occur.

7.5 No Undisclosed Synthetic Content. Creator shall not use generative artificial intelligence, synthetic voice, face swap, digital body modification, deepfake, avatar, or any synthetic likeness to create, alter, or simulate any first-person statement, any depicted person, or any depicted outcome in the Content. Routine, non-deceptive editing (color correction, cropping, captioning, stabilization, and background audio) is permitted. Any other use of generative or synthetic techniques in the Content requires Brand’s prior written approval and, where approved, clear and conspicuous disclosure in the Content.

7.6 No Before-and-After or Outcome Depictions Without Approval. Creator shall not publish before-and-after imagery, weight or measurement figures, timelines, scale readings, or any other outcome depiction unless Brand has approved that specific Content in writing under Section 8 (Content Approval Clause) and the depiction complies with Exhibit B.

8. Content Approval Clause

All Content, including but not limited to scripts, storyboards, video drafts, caption copy, and response templates for anticipated follower questions, shall be submitted to Brand for review and written approval no fewer than five (5) business days prior to planned publication. Brand reserves the right to request modifications to any Content at its sole discretion. Creator shall not publish, distribute, or share any Content until written approval is received. Emergency approval requests are not guaranteed.

9. FTC Disclosure Requirement Clause

Creator agrees to include a clear and conspicuous disclosure in all Content indicating that it is sponsored, paid, or otherwise compensated. Disclosure must comply with the FTC’s Endorsement Guides (16 C.F.R. Part 255) and be placed: (a) for written posts, at the beginning of the content before any ‘read more’ or ‘see more’ truncation; (b) for video content, verbally within the first fifteen (15) seconds AND as a visible on-screen text overlay; (c) on all applicable platforms, using the platform’s built-in disclosure tools in addition to manual disclosure. Use of ‘#ad,’ ‘#sponsored,’ or ‘Paid partnership with [Brand]’ constitutes compliant disclosure language.

10. Trademark License and Restrictions

10.1 Limited License. Subject to Creator’s continuous compliance with this Agreement, Brand grants Creator a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to display the Marks solely within Content that Brand has approved under Section 8, and solely for the purpose of promoting the Product through the Affiliate Program during the term. No other right in the Marks is granted.

10.2 Standards. Creator shall use the Marks only in the exact form Brand supplies and strictly in accordance with Brand’s brand guidelines and Exhibit B. Creator shall not alter, animate, recolor, combine, abbreviate, translate, or create derivative forms of the Marks.

10.3 Ownership; No Challenge. As between the Parties, Brand owns all right, title, and interest in the Marks, and all goodwill arising from Creator’s use inures solely to Brand. Creator shall not register, apply to register, or assist any person in registering any mark, domain, handle, or name that consists of, incorporates, or is confusingly similar to any of the Marks. Creator shall not contest Brand’s ownership of or rights in the Marks.

10.4 Prohibited Uses. Creator shall not:

(a) register, acquire, use, or offer for sale any domain name, subdomain, URL, social media handle, username, page name, channel name, app listing, or storefront that consists of, incorporates, misspells, or is confusingly similar to any of the Marks;

(b) bid on, purchase, or use any of the Marks, any misspelling or variant of them, or any Brand-plus-modifier term as a keyword, negative-match exception, ad headline, display URL, or ad copy element in any paid search, shopping, marketplace, app store, or social search advertising, or direct-link any such advertising to Brand’s properties;

(c) create, operate, or contribute to any account, page, profile, group, review listing, or property that impersonates, or that a reasonable consumer could mistake for, Brand, the Clinical Partner, or any of their personnel;

(d) state or imply that Creator is an employee, agent, spokesperson, official partner, medical advisor, or authorized representative of Brand or the Clinical Partner, or that Creator speaks for either;

(e) make any statement on behalf of, or purporting to bind, the Clinical Partner, or characterize the Clinical Partner’s clinical policies, protocols, or determinations; or

(f) use the Marks in any Content that has not been approved under Section 8, or after the license is revoked.

10.5 Revocation. The license in this Section 10 terminates automatically and without notice upon expiration or termination of this Agreement, upon suspension under Section 3.7, or upon Brand’s written revocation, which Brand may issue at any time in its sole discretion. The consequences of revocation are set forth in Section 20.3.

11. Commission Terms

11.1 Commission. Subject to this Section 11 and to Creator’s compliance with this Agreement, Brand shall pay Creator a flat-fee commission for each Qualified Conversion attributed to Creator by Brand. The amount of the flat-fee commission is stated solely in Exhibit A and is not stated in the body of this Agreement.

11.2 Attribution Window — a Maximum, Not a Guarantee. Brand may attribute a Qualified Conversion to Creator where the conversion occurs within a maximum of thirty (30) days from the last recorded click on Creator’s Tracking Link. The thirty (30) day period is an outer limit on eligibility for attribution and is not a guarantee, warranty, or promise that any conversion occurring within it will be credited to Creator. Brand may credit or decline to credit any conversion, in whole or in part, in its sole discretion, including where multiple creators, channels, campaigns, or paid media touchpoints are involved, where last-click data is absent or unreliable, where a customer used a different device or browser, or where Brand applies a different attribution model.

11.3 Brand’s Tracking Data Is Conclusive. Brand’s tracking, analytics, and payment records, and those of any third-party tracking provider Brand designates from time to time, are the sole and final record of clicks, attribution, Qualified Conversions, reversals, and amounts owed. Third-party analytics, platform dashboards, screenshots, Creator’s own tracking, and customer statements are not evidence of attribution and will not be credited.

11.4 Accrual. A commission accrues only when a Qualified Conversion occurs — that is, when the referred customer’s first payment has successfully cleared and has not been reversed. No commission accrues on an intake submission, an account creation, a provider approval, a prescription, a shipment, an abandoned checkout, or a lead of any kind.

11.5 Payment Hold. Each accrued commission is subject to a hold of thirty (30) days following clearance of the underlying payment, during which Brand may verify the conversion, monitor for reversal, and complete any compliance review.

11.6 Payout Schedule. Brand pays commissions that have cleared the hold in Section 11.5 on a weekly basis, via the Affiliate Program portal, to the payment account Creator has designated and verified in the Affiliate Program portal. Creator bears all fees, currency conversion costs, and charges imposed by Creator’s payment provider. Brand is not responsible for delay or loss resulting from incorrect, outdated, or unverified payment details supplied by Creator.

11.7 No Minimum Payout Threshold. There is no minimum payout threshold. Brand pays every commission that has accrued and cleared the hold in Section 11.5, regardless of amount.

11.8 Reversal, Offset, and Recoupment. A commission is reversed, and if already paid is immediately repayable to Brand, if at any time the underlying payment is refunded (in whole or in part), charged back, disputed, voided, cancelled, or otherwise reversed; if the referred customer cancels; if the Clinical Partner’s provider declines to treat the referred customer or discontinues treatment; or if Brand determines the conversion was not bona fide. Brand may deduct, offset, and recoup reversed amounts, and any amount owed by Creator under Section 5.9, against any current or future commission payable to Creator, and may invoice Creator for any balance, payable within thirty (30) days.

11.9 Forfeiture for Prohibited Traffic. Creator forfeits all commissions — accrued, held, and paid — attributable to any of the following, and shall repay any such commission already paid: self-referral or referral of any member of Creator’s household or immediate family; use of Creator’s own Tracking Link for Creator’s own purchase; cash back, rebates, gift cards, sweepstakes entries, or any other consideration offered to induce a referred customer to convert; bot, automated, incentivized, or purchased traffic; click fraud or cookie stuffing; conversions generated through Content that was not approved under Section 8; conversions generated through any practice prohibited by Section 16; and any conversion obtained through misrepresentation, forgery, or fraud. Brand’s determination under this Section 11.9 is made in its sole discretion.

11.10 Brand’s Right to Modify the Commission and Fee Structure. Brand may modify, suspend, restructure, reduce, increase, tier, condition, or discontinue the commission and fee structure, including the amount stated in Exhibit A and the categories of activity that earn compensation, at any time, in Brand’s sole discretion, without notice to Creator and without Creator’s consent or approval. Any such change is effective prospectively only, applying solely to Qualified Conversions occurring after the change takes effect. A change under this Section 11.10 does not reduce, revoke, or retroactively alter any commission that has already accrued and become payable on a Qualified Conversion that cleared before the change took effect. Creator’s continued participation in the Affiliate Program after a change constitutes Creator’s acceptance of it. Creator’s sole remedy if Creator objects to any change is to cease participation and terminate under Section 25.2.

11.11 Disputes. Creator must raise any dispute regarding attribution or payment in writing to team@joinrila.com within seven (7) Business Days of the payout date to which it relates. Failure to do so waives the dispute. Brand’s resolution is final, subject only to Section 27.

11.12 Sole Compensation. The commissions described in this Section 11, together with the free initial Product order described in Section 5, are the sole and complete compensation payable to Creator. Creator is entitled to no salary, retainer, bonus, royalty, residual, usage fee, whitelisting fee, or additional payment of any kind for Brand’s exercise of any right granted under Section 18.

12. Healthcare Payment Structure Compliance

12.1 Bona Fide Marketing Services. The compensation payable under this Agreement is for bona fide marketing and advertising services actually rendered by Creator at fair market value, and is not payment for the referral of patients, for recommending or arranging for the ordering of any item or service, or for inducing any person to seek or accept treatment.

12.2 Cash-Pay Only. Brand’s program is cash-pay only. Brand does not bill, and Creator shall not represent that Brand bills, any insurer, health plan, Medicare, Medicaid, TRICARE, CHAMPVA, the Veterans Health Administration, or any other federal or state healthcare program.

12.3 No Federal or State Healthcare Program Beneficiaries. Creator shall not knowingly target, solicit, or direct Content or Tracking Links to beneficiaries of any federal or state healthcare program for the purpose of inducing the purchase of any item or service payable by such a program, and shall not state or imply that any such program will or may cover the Product.

12.4 Exclusion and Debarment Representation. Creator represents and warrants that Creator, and each of Creator’s owners, officers, employees, and contractors involved in performing under this Agreement, (a) is not excluded from participation in any federal or state healthcare program, (b) does not appear on the HHS Office of Inspector General List of Excluded Individuals/Entities (LEIE), (c) does not appear in the GSA System for Award Management (SAM) exclusions database, and (d) is not debarred under 21 U.S.C. § 335a. Creator shall notify Brand in writing within twenty-four (24) hours of any change, proposed action, or investigation that would make any part of this representation untrue. Brand may terminate immediately upon any such change.

12.5 Acknowledgment of Applicable Anti-Kickback Law. Creator acknowledges that Creator has been advised of, and shall conduct itself in compliance with, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Eliminating Kickbacks in Recovery Act (18 U.S.C. § 220), and Utah law governing kickbacks, fee-splitting, patient brokering, and the unlawful inducement or procurement of patients. Creator shall not offer, pay, solicit, or receive any remuneration in exchange for referrals in violation of those laws.

12.6 No Payment for Clinical Outcomes. No portion of Creator’s compensation is determined by, contingent upon, or varies with any clinical decision, prescribing decision, dose, quantity dispensed, duration of treatment, or clinical outcome.

12.7 Cooperation. Creator shall cooperate promptly and fully with any regulatory inquiry, investigation, or audit relating to Creator’s activities under this Agreement, and shall notify Brand in writing at team@joinrila.com within twenty-four (24) hours of receiving any inquiry, subpoena, civil investigative demand, or complaint from any regulator concerning Brand, the Product, or the Content. Nothing in this Section 12.7 limits Creator’s rights under Section 20.5.

13. No PHI of Third Parties

13.1 Prohibition. Creator shall not solicit, request, invite, collect, receive, record, store, transmit, forward, publish, or otherwise process any PHI or other patient information of any person other than Creator. Creator shall not create or operate any intake form, survey, questionnaire, spreadsheet, direct-message workflow, group chat, or list that gathers health information from any other person.

13.2 Mandatory Routing and Deletion. If any person sends Creator health information about that person or any third party — including symptoms, diagnoses, medications, dosing, measurements, laboratory results, or eligibility details — Creator shall (a) not respond substantively, (b) direct the person to Brand’s official channels using an approved template under Section 14, (c) forward the communication to team@joinrila.com only to the extent necessary to report the incident, and (d) permanently delete the communication and all copies from all devices, accounts, and backups within twenty-four (24) hours.

13.3 No Business Associate Relationship. Creator is not a business associate of Brand, of the Clinical Partner, or of any covered entity, and nothing in this Agreement creates, contemplates, or requires a business associate relationship or a business associate agreement. The Parties do not intend for Creator to create, receive, maintain, or transmit PHI on behalf of any covered entity, and any receipt of PHI by Creator is unauthorized, incidental, and subject to Section 13.2.

13.4 Creator’s Own Health Information. This Section 13 does not apply to Creator Health Information concerning Creator personally. Brand’s receipt and use of Creator Health Information is governed by Section 18.5 and by the separate written authorization at Exhibit D.

13.5 Incident Notification. Creator shall notify Brand at team@joinrila.com within twenty-four (24) hours of becoming aware of any unauthorized access to, disclosure of, or loss of any information received in connection with this Agreement.

14. No Medical Advice

14.1 Creator Is Not a Provider. Creator is not a licensed healthcare provider acting in that capacity under this Agreement and shall not hold Creator out as one, shall not use clinical titles or credentials in connection with the Content unless Brand has approved that use in writing, and shall not offer, provide, or appear to provide medical advice.

14.2 Prohibited Clinical Communications. Creator shall not, in Content, comments, direct messages, live streams, email, or any other communication: answer any clinical question; recommend, describe, compare, or opine on dosing, titration schedules, injection technique, or administration; discuss side effects, adverse events, contraindications, drug interactions, warnings, or precautions; assess, predict, or opine on any person’s medical eligibility or suitability; advise any person to start, stop, change, split, stretch, or supplement any medication; interpret any laboratory result; or make any statement about compounding, sourcing, formulation, potency, or equivalence.

14.3 Mandatory Routing. Creator shall route every clinical inquiry to Brand’s official channels and shall use only the Brand-approved response templates made available at https://docs.google.com/document/d/1Lxn2B0etsW7dlDjknLU7UK3Tl37cHVfZB9rvO4t1DL0/ edit. Creator shall not modify, abbreviate, or paraphrase an approved template.

14.4 Adverse Event Reporting. If any person reports to Creator a suspected adverse event, side effect, product complaint, or safety concern, Creator shall forward the report to team@joinrila.com within twenty-four (24) hours, shall not respond substantively beyond directing the person to seek care and to contact Brand, and shall not delete the underlying communication until Brand confirms receipt.

14.5 Required Statements. Creator shall include in Content any safety, eligibility, or “not medical advice” statement Brand requires under Exhibit B, in the placement and duration Brand specifies.

15. Prohibited Content Clause

Creator expressly agrees not to include any of the following in any Content associated with Brand or Brand’s products, whether approved or unapproved: (a) any statement that Brand’s products contain the same active ingredient as, are equivalent to, or are a generic version of any FDA-approved branded pharmaceutical product including but not limited to Ozempic, Wegovy, Zepbound, Mounjaro, or Saxenda; (b) any specific weight loss outcome, timeline, or measurable result presented as typical or guaranteed; (c) any imagery, reference, or description of needles, syringes, injection devices, or self-injection processes; (d) any diagnosis, treatment, cure, or disease-prevention claim; (e) any AI-generated, synthetic, or fabricated visual depiction of patients, providers, or transformation results.

16. Additional Prohibited Practices

The prohibitions in this Section 16 are in addition to, and do not limit, those in Section 15 (Prohibited Content Clause). Creator shall not:

(a) Email. Send, or cause to be sent, any commercial email referencing Brand, the Product, or a Tracking Link except in strict compliance with the CAN-SPAM Act and with Brand’s prior written approval of the sending domain, list source, creative, and unsubscribe mechanics. Creator shall not use purchased, rented, scraped, appended, or co-registration lists, shall not use deceptive headers or subject lines, and shall not send from any domain incorporating the Marks.

(b) Calls and Texts. Place any call or send any SMS, MMS, or ringless voicemail referencing Brand, the Product, or a Tracking Link, or use any automatic telephone dialing system or prerecorded message, in violation of the Telephone Consumer Protection Act or applicable state law, or without documented prior express written consent and Brand’s prior written approval.

(c) Cookie Stuffing and Forced Clicks. Employ cookie stuffing, forced clicks, pop-ups or pop-unders, iframes, pixel firing, redirect chains, adware, toolbars, browser extensions, or any other technique that sets or claims attribution without a genuine, informed user click.

(d) Paid Search. Conduct any paid search, shopping, app-store, marketplace, or paid social advertising referencing Brand, the Product, or the Marks without Brand’s prior written approval of the platform, targeting, keyword list, negative-keyword list, creative, and landing page. Section 10.4(b) applies in all events.

(e) Coupon and Deal Aggregation. List, submit, syndicate, or permit the listing of any Tracking Link, code, or offer on coupon sites, deal aggregators, cashback sites, loyalty portals, browser extensions, forums, subreddits, or discount databases, or create Content whose primary purpose is coupon or deal distribution.

(f) Scraping and Systems Access. Scrape, crawl, harvest, reverse engineer, load test, probe, or attempt to gain unauthorized access to Brand’s or the Clinical Partner’s websites, applications, APIs, tracking systems, or data, or use any automated means to access the Affiliate Program.

(g) Pricing, Refunds, and Coverage Statements. Make any statement concerning price, price comparison, savings, discounts, promotional offers, subscription terms, cancellation, refunds, guarantees, shipping timelines, or insurance, HSA, or FSA coverage or eligibility, unless Brand has approved that specific statement in writing and it appears in Exhibit B.

(h) Misappropriation. Use any third party’s copyrighted work, trademark, music, footage, name, image, or likeness in Content without holding all necessary rights and licenses, or use any celebrity, physician, or public figure’s identity or endorsement.

(i) Traffic Sources. Direct traffic from adult, gambling, hate, illegal, pirated, pharmacy-marketplace, or malware-associated properties, or from any property that violates Applicable Law or platform policy.

(j) Circumvention. Encourage, instruct, or enable any person to circumvent Brand’s intake, screening, eligibility, age, or geographic controls, or to obtain the Product other than through Brand’s authorized channels.

17. Platform Policy Compliance

17.1 Compliance Required. Creator shall comply with the terms of service, community guidelines, branded-content policies, and advertising policies of every platform on which Creator publishes Content, including without limitation the health, pharmaceutical, prescription-drug, weight-loss, body-image, personal-attributes, and before-and-after policies of Meta (Facebook and Instagram), TikTok, YouTube and Google, X, Snap, Pinterest, Reddit, and LinkedIn, as those policies are amended from time to time.

17.2 Branded Content Tools. Where a platform provides a paid-partnership, branded-content, or paid-promotion tool, Creator shall enable it and shall tag Brand’s account, provided by Brand, as the business partner, in addition to — and never as a substitute for — the disclosure required by Section 9 and Exhibit C.

17.3 Whitelisting Permissions. Where Brand elects to run Content as paid media under Creator’s handle, Creator shall promptly grant and maintain the necessary partnership ad codes, advertiser permissions, or account access Brand requests, and shall not revoke them during the term or during any period in which Brand retains rights under Section 18.

17.4 Creator Bears Platform Consequences. Creator bears sole responsibility and sole risk for any platform action taken against Creator or Creator’s accounts, including content removal, shadow-banning, demonetization, ad-account restriction, page or channel restriction, permanent suspension, or loss of followers, reach, or revenue. Brand has no liability for any such action, no obligation to appeal or intervene, and no obligation to compensate Creator for any resulting loss. Creator’s compliance with Brand’s approvals does not shift this risk to Brand.

17.5 Platform Policy Does Not Reduce Legal Obligations. Platform tools and disclosures do not satisfy Creator’s obligations under Applicable Law, Section 9, or Exhibit C, and a platform’s acceptance of Content is not evidence that the Content complies with this Agreement.

18. Content Ownership and License-Back

18.1 License Grant. Creator hereby grants Brand a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, transferable, and sublicensable (through multiple tiers) license to use, host, store, reproduce, distribute, publicly perform, publicly display, transmit, stream, excerpt, edit, crop, dub, subtitle, translate, remix, combine with other material, create derivative works from, and otherwise exploit the Content approved under Section 8, in whole or in part, in any and all media now known or later developed, for any advertising, marketing, promotional, or commercial purpose of Brand.

18.2 Scope of Use. The license in Section 18.1 expressly includes organic social posting, paid advertising on any platform, partnership and branded-content ads, whitelisting and “spark” -style ads run under Creator’s handle, email and SMS marketing to Brand’s own consented audiences, Brand’s websites and landing pages, retail and partner channels, investor and business materials, and third-party media placements.

18.3 Name, Image, and Likeness Release. Creator irrevocably grants Brand the right to use Creator’s name, voice, image, likeness, handle, biographical information, and persona as they appear in the approved Content, in connection with any use permitted by Sections 18.1 and 18.2, without further notice, approval, credit, or compensation. Creator waives any right to inspect or approve any use, any finished product, or any copy that may be used.

18.4 Waiver of Moral Rights. To the fullest extent permitted by law, Creator waives, and agrees not to assert, any moral rights, droit moral, rights of attribution or integrity, or analogous rights in the Content, and waives any claim based on alteration, editing, juxtaposition, or use in a context Creator did not anticipate.

18.5 Creator Health Information; Separate Written Authorization Required. Brand shall not use, disclose, or publish any Content that depicts, describes, or reveals Creator Health Information — including Creator’s intake, eligibility determination, provider approval, dosing, measurements, laboratory results, treatment photographs, or personal outcomes — unless and until Creator has executed the separate written authorization at Exhibit D. That authorization is separate from, and is not satisfied by, Creator’s execution of this Agreement or Creator’s grant of the license in Section 18.1.

18.6 Revocation of the Exhibit D Authorization. Creator may revoke the Exhibit D authorization at any time by delivering written notice to creators@joinrila.com. Revocation is effective upon Brand’s receipt and is prospective only. Upon revocation, Brand shall cease new uses of Content depicting Creator Health Information and shall use commercially reasonable efforts to withdraw such Content from Brand’s active paid and organic placements within seven (7) Business Days. Revocation does not require Brand to recall, retract, or destroy (a) Content already published, distributed, or disseminated before Brand’s receipt of the revocation, (b) copies retained by third parties, platforms, downstream licensees, or the public, (c) archival, backup, and business records, or (d) materials retained to demonstrate compliance or to substantiate prior claims. Revocation of the Exhibit D authorization does not revoke, limit, or terminate the license in Section 18.1 as to Content that does not depict, describe, or reveal Creator Health Information.

18.7 Ownership of Underlying Content. Except for the license granted in this Section 18, Creator retains ownership of the original creative expression Creator authors. Brand retains all right, title, and interest in the Marks, in Brand-supplied creative, scripts, briefs, templates, and assets, and in all derivative works Brand creates.

18.8 Delivery of Raw Files. Upon Brand’s request, Creator shall deliver the raw, unwatermarked, full-resolution source files for any approved Content within seven (7) Business Days, in the format Brand specifies.

18.9 Survival. The licenses and releases granted in this Section 18 survive expiration or termination of this Agreement for any reason, subject only to Section 18.6 and Section 20.3.

19. Creator Representations and Warranties

Creator represents and warrants, as of the Effective Date and continuously throughout the term and as to each item of Content at the time of its submission and publication, that:

(a) Creator has full power and authority to enter into and perform this Agreement, and the individual signing has authority to bind Creator;

(b) Creator meets the eligibility criteria in Section 3.2;

(c) this Agreement does not conflict with, and Creator’s performance will not breach, any other agreement, exclusivity commitment, non-compete, or obligation binding on Creator, including any agreement with any competitor, network, agency, or management company;

(d) all Content complies with this Agreement, with Applicable Law, with Exhibit B, and with applicable platform policy;

(e) every claim, statement, depiction, and implication in the Content is truthful, not misleading, substantiated by competent and reliable evidence in Creator’s possession at the time of publication, and reflects Creator’s honest and actual experience and opinion;

(f) Creator owns or has secured all rights, licenses, consents, and releases necessary for the Content and for Brand’s exercise of the rights granted in Section 18, and the Content does not and will not infringe or misappropriate any copyright, trademark, patent, trade secret, right of publicity, right of privacy, or other right of any person;

(g) no person other than Creator appears, is depicted, or is identifiable in the Content unless Creator has obtained a signed release from that person in a form Brand approves, and no minor appears in the Content in any circumstance;

(h) Creator has not been, and is not currently, the subject of any FTC, FDA, state attorney general, or other governmental investigation, inquiry, consent order, or enforcement action relating to advertising, endorsements, or health claims;

(i) the representations in Section 12.4 are true and complete;

(j) Creator has disclosed to Brand every material connection between Creator and any competitor of Brand and every other commercial relationship that could reasonably affect the Content;

(k) all information Creator has provided to Brand, including payment and tax information, is true, accurate, and complete, and Creator will keep it current; and

(l) Creator has not obtained, and will not obtain, any conversion by fraud, misrepresentation, incentivization, or any practice prohibited by Section 11.9 or Section 16.

20. Truthfulness, Confidentiality, and Post-Termination Content Obligations

20.1 Confidentiality. Creator shall hold all Confidential Information in strict confidence, shall use it solely to perform under this Agreement, shall not disclose it to any third party, and shall not publish, post, screenshot, quote, or otherwise make it public. Without limiting the foregoing, Creator shall not disclose commission amounts or the commission and fee structure, the contents of Exhibit A, program terms and incentives, Brand’s pricing methodology or unit economics, conversion and performance data, or the identity of or Brand’s commercial terms with the Clinical Partner or any other partner or vendor. Creator shall protect Confidential Information with no less than reasonable care, and shall return or destroy it upon Brand’s request. This Section 20.1 survives termination for two (2) years, and indefinitely as to any information constituting a trade secret.

20.2 No False or Misleading Statements. Creator shall not make, publish, or cause to be published any statement about Brand, the Clinical Partner, or the Product that is false, that is misleading, or that is materially inaccurate, whether during the term or after termination. This Section 20.2 prohibits falsity and material inaccuracy only; it does not prohibit, and shall not be construed to prohibit, any truthful statement.

20.3 Post-Termination Takedown — Revocation of the Trademark License. The license granted in Section 10 terminates automatically upon expiration or termination of this Agreement or upon Brand’s written revocation. Because Creator thereafter holds no right to use the Marks, Creator shall, within twenty-four (24) hours of Brand’s written notice, remove from public availability, or where removal is not technically possible remove all Marks and affiliate identifiers from, all Content that (a) bears, displays, or incorporates any of the Marks, (b) contains a Tracking Link or affiliate code, or (c) was published under or identifies the affiliate relationship. Creator shall also disable all Tracking Links and remove all affiliate codes from bios, link-in-bio pages, pinned posts, video descriptions, and profile fields within the same period. This Section 20.3 is a consequence of the revocation of a licensed right in Brand’s intellectual property and is not, and shall not be construed as, a restriction on Creator’s ability to speak about Creator’s own experience. Content from which the Marks, Tracking Links, and affiliate identifiers have been removed, and which does not imply a continuing relationship, need not be deleted under this Section 20.3.

20.4 No Implied Continuing Affiliation. After termination, Creator shall not state or imply that Creator is a current affiliate, partner, ambassador, spokesperson, or representative of Brand or the Clinical Partner, shall not use the Marks, and shall not present past Content in a manner suggesting a current relationship.

20.5 Preserved Rights — Truthful Speech and Regulator Communications. Notwithstanding any other provision of this Agreement, and for the avoidance of doubt:

(a) Nothing in this Agreement restricts, prohibits, penalizes, or discourages Creator from making truthful statements about Creator’s honest experience with Brand, the Clinical Partner, the Product, or the Affiliate Program, including truthful statements that are critical, negative, or unfavorable, and including honest reviews, ratings, and performance assessments.

(b) Nothing in this Agreement restricts, prohibits, penalizes, or discourages Creator from communicating, filing a complaint, or cooperating with the Federal Trade Commission, the Food and Drug Administration, the Department of Justice, the Department of Health and Human Services and its Office of Inspector General, the Utah Attorney General, any other state attorney general, any state licensing or consumer protection authority, or any other governmental or regulatory body, and Creator need not notify Brand or obtain Brand’s consent before doing so.

(c) Nothing in this Agreement restricts Creator from making any disclosure required by law, subpoena, court order, or other legal process, or from responding truthfully in any legal proceeding.

(d) No provision of this Agreement — including Section 20.1, Section 20.2, Section 20.3, Section 20.4, Section 21, Section 26, or any confidentiality, indemnification, clawback, or takedown obligation — shall be applied, enforced, or construed to abridge the rights preserved in this Section 20.5, and Brand shall not treat the exercise of those rights as a breach of this Agreement or as grounds for clawback, forfeiture, or offset. To the extent any provision conflicts with this Section 20.5, this Section 20.5 controls.

(e) Creator’s obligations under Section 20.1 do not extend to information Creator is required to disclose to a regulator or by legal process, and Section 20.1 does not prohibit Creator from disclosing to a regulator the terms of this Agreement.

21. Indemnification Clause

Creator shall indemnify, defend, and hold harmless Brand, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Creator’s breach of any representation, warranty, or obligation under this Agreement; (b) any Content that violates FTC Endorsement Guides, FDA regulations, or applicable platform policies; (c) any FTC, FDA, or state attorney general enforcement action arising from Creator’s non-compliant Content; or (d) any third-party claim arising from Creator’s Content. This indemnification obligation survives termination of this Agreement.

22. Limitation of Liability and Disclaimer of Warranties

22.1 Disclaimer of Warranties. The Affiliate Program, the Tracking Links, the tracking and reporting systems, the Affiliate Program portal, Brand-supplied creative and templates, and any Product furnished under Section 5 are provided “AS IS” and “AS AVAILABLE.” Brand disclaims all warranties, express, implied, statutory, or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and uninterrupted or error-free operation. Brand does not warrant that tracking will be complete, accurate, or uninterrupted, or that any level of traffic, conversion, or earnings will result. Brand makes no representation or warranty of any kind concerning clinical services, clinical outcomes, provider availability, or the acts or omissions of the Clinical Partner. Brand’s approval of Content is a limited business and brand-protection review only; it is not a legal opinion, not a determination of compliance with Applicable Law or platform policy, and does not relieve Creator of any obligation, representation, or warranty under this Agreement.

22.2 Exclusion of Damages. To the maximum extent permitted by law, Brand shall not be liable to Creator for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost commissions, lost business opportunity, lost followers, lost reach, loss of goodwill, or loss of data, arising out of or relating to this Agreement or the Affiliate Program, regardless of the theory of liability and even if Brand has been advised of the possibility of such damages.

22.3 Aggregate Cap. To the maximum extent permitted by law, Brand’s total aggregate liability to Creator for all claims arising out of or relating to this Agreement or the Affiliate Program shall not exceed the total commissions actually paid by Brand to Creator during the ninety (90) days immediately preceding the event giving rise to the first such claim.

22.4 Cap Is Asymmetric; Creator’s Obligations Are Not Capped. The limitations in Sections 22.2 and 22.3 apply only to Brand’s liability to Creator. They do not apply to, limit, cap, or reduce in any respect: (a) Creator’s indemnification, defense, and hold-harmless obligations under Section 21 (Indemnification Clause); (b) Creator’s repayment obligation under Section 5.9; (c) Creator’s reversal, offset, recoupment, forfeiture, and repayment obligations under Sections 11.8 and 11.9; (d) Creator’s obligations under Section 26 (Termination & Clawback Clause); (e) Creator’s breach of Section 10, Section 13, Section 18, or Section 20.1; or (f) any tax liability allocated to Creator under Section 4.7. Creator’s liability under those provisions is uncapped and unlimited.

22.5 No Limitation on Third-Party or Regulatory Rights. Nothing in this Agreement limits, waives, or affects the rights of any consumer, patient, regulator, or other third party, or the authority of the Federal Trade Commission, the Food and Drug Administration, any state attorney general, or any other governmental body. Nothing in this Agreement purports to immunize Brand from suit or from regulatory action, and no indemnification, disclaimer, or limitation in this Agreement eliminates, transfers, or reduces any liability Brand may have to a regulator or to any third party under Applicable Law.

22.6 Basis of the Bargain. Creator acknowledges that the allocation of risk in this Section 22 is a material and bargained-for basis of this Agreement and that Brand would not enter into this Agreement absent it. Sections 22.2 through 22.4 apply notwithstanding the failure of essential purpose of any limited remedy.

23. Recordkeeping, Monitoring, and Audit

23.1 Retention. Creator shall create and retain, for three (3) years following the later of (a) the date of publication of the item of Content and (b) the date of expiration or termination of this Agreement: every item of Content in its as-published form, including captions, hashtags, on-screen text, and disclosures; all raw and source files; all substantiation for every claim made in the Content; all approvals and correspondence with Brand; all releases obtained from third parties; all records of paid media placements, targeting, and spend; and all records of traffic sources.

23.2 Format. Records shall be retained in a complete, unaltered, and retrievable format, including date-stamped screen captures or archival copies sufficient to show the Content as the audience saw it.

23.3 Monitoring. Brand may monitor, capture, archive, and review Creator’s public Content and traffic at any time, without notice, for compliance purposes.

23.4 Audit. Upon three (3) Business Days’ written notice, Brand or its designated representative may audit Creator’s records described in Section 23.1 to verify compliance with this Agreement. Creator shall cooperate fully and shall produce responsive records within three (3) Business Days. Audits may be conducted remotely. Brand bears its own audit costs, except that if an audit reveals a material breach or an overpayment exceeding the total commissions paid to Creator during the ninety (90) days preceding the audit request, Creator shall reimburse Brand’s reasonable audit costs and shall promptly repay any overpayment.

23.5 Survival. This Section 23 survives expiration or termination of this Agreement.

24. Program Modification

24.1 Brand’s Right to Amend. Brand may amend, modify, supplement, restate, suspend, or discontinue any aspect of the Affiliate Program at any time, in its sole discretion, including program terms, eligibility criteria, commission amounts and structure, pricing, Product offerings, creative requirements, approval standards, tracking mechanics, payout mechanics, approved and banned claims, disclosure requirements, and any Exhibit to this Agreement.

24.2 Effectiveness and Acceptance. Amendments take effect when Brand posts them to the Affiliate Program portal, delivers them to Creator, or otherwise makes them available. Creator’s continued participation in the Affiliate Program after an amendment takes effect constitutes Creator’s acceptance of it. Creator’s sole remedy if Creator objects to an amendment is to cease participation and terminate under Section 25.2.

24.3 Interaction with Section 11.10. Amendments to the commission and fee structure are governed by Section 11.10, including its prospective-effect limitation, and nothing in this Section 24 permits Brand to reduce or revoke a commission that has already accrued and become payable on a Qualified Conversion that cleared before the amendment took effect.

24.4 Exhibits. Brand may replace any Exhibit at any time, without notice. The then-current version of each Exhibit posted or delivered by Brand governs.

25. Term; Termination for Convenience

25.1 Term. This Agreement begins on the Effective Date and continues until terminated in accordance with this Section 25 or Section 26 (Termination & Clawback Clause).

25.2 Termination by Creator. Creator may terminate for convenience upon thirty (30) days’ prior written notice to Brand. Creator shall cease publishing new Content and shall disable all Tracking Links upon the effective date of termination.

25.3 Termination by Brand. Brand may terminate this Agreement and Creator’s participation in the Affiliate Program immediately, at any time, for any reason or for no reason, with or without cause, and without notice or cure period, in Brand’s sole and unreviewable discretion. Brand’s rights under this Section 25.3 are in addition to, and not in lieu of, its rights under Section 3.3, Section 3.7, and Section 26.

25.4 Effect of Termination. Upon termination: the trademark license under Section 10 terminates automatically; all Tracking Links are disabled; Creator’s obligations under Section 20.3 and Section 20.4 attach; Creator shall cease all promotional activity; and Brand shall pay commissions that accrued on Qualified Conversions occurring before the effective date of termination and that have cleared the hold in Section 11.5, subject to Sections 11.8, 11.9, 5.9, and Section 26. Nothing in this Section 25.4 requires Brand to pay any commission forfeited, reversed, or clawed back under this Agreement.

25.5 No Termination Compensation. Creator is entitled to no severance, notice pay, compensation, damages, or other consideration on account of termination, and waives any claim based on Brand’s exercise of its termination rights.

25.6 Survival. Sections 1.4, 2, 4.6, 4.7, 5.5, 5.6, 5.8, 5.9, 10.3, 11.3, 11.8, 11.9, 11.11, 12, 13, 14.4, 18, 19, 20, 21, 22, 23, 25.4, 25.5, 25.6, 26, 27, and 28, and any Exhibit executed by Creator, survive expiration or termination of this Agreement.

26. Termination & Clawback Clause

Brand may terminate this Agreement immediately, without notice, upon Creator’s material breach, including but not limited to publication of non-compliant Content. Upon termination for breach, Brand reserves the right to clawback all commissions, fees, and compensation paid within the ninety (90) days preceding the breach. Creator’s obligation to remove non-compliant Content and cooperate with Brand’s response to any regulatory inquiry survives termination of this Agreement.

27. Dispute Resolution; Arbitration

27.1 Governing Law. This Agreement and all disputes arising out of or relating to it, the Affiliate Program, or the relationship between the Parties are governed by the substantive laws of the State of Utah, without regard to its conflict-of-laws principles. The Federal Arbitration Act governs the interpretation and enforcement of this Section 27.

27.2 Binding Individual Arbitration. Except as provided in Section 27.8, any dispute, claim, or controversy arising out of or relating to this Agreement or the Affiliate Program, including its formation, interpretation, breach, enforcement, termination, or validity, shall be resolved by final and binding arbitration administered by JAMS and not in court.

27.3 Applicable JAMS Rules. The arbitration shall be conducted under the JAMS Streamlined Arbitration Rules & Procedures for claims falling within the threshold to which those rules apply, and under the JAMS Comprehensive Arbitration Rules & Procedures for all other claims, in each case as in effect at the time the arbitration is commenced.

27.4 Single Arbitrator. The arbitration shall be heard and decided by one (1) arbitrator selected in accordance with the applicable JAMS rules.

27.5 Seat and Hearing Location. The seat of the arbitration, and the location of any in-person hearing, shall be Salt Lake County, Utah. The arbitrator may, in the arbitrator’s discretion, conduct any conference, hearing, or proceeding by telephone or videoconference.

27.6 Class, Collective, and Representative Action Waiver. THE PARTIES WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION OR PROCEEDING. All claims must be brought in the Party’s individual capacity only. The arbitrator has no authority to consolidate claims, to preside over any form of class, collective, or representative proceeding, or to award relief to any person who is not a party to the arbitration. If this Section 27.6 is found unenforceable as to any claim, that claim shall proceed in the courts identified in Section 27.9 and shall be severed from any claim that remains in arbitration.

27.7 Jury Trial Waiver. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY in any action, proceeding, or counterclaim arising out of or relating to this Agreement.

27.8 Injunctive Relief Carve-Out. Notwithstanding Section 27.2, Brand may seek temporary, preliminary, and permanent injunctive and other equitable relief, without posting bond and without any requirement to arbitrate, in the state or federal courts located in Salt Lake County, Utah, to protect the Marks and the Confidential Information, and to enforce Sections 10, 13, 18, 20.1, 20.3, and 20.4. Seeking such relief is not a waiver of any right to arbitrate.

27.9 Court Venue for Non-Arbitrable Claims. The state and federal courts located in Salt Lake County, Utah have exclusive jurisdiction and venue over any claim, action, or proceeding that is not subject to arbitration, including any action to compel arbitration or to confirm, vacate, modify, or enforce an arbitral award. Creator irrevocably consents to the personal jurisdiction of those courts and waives any objection to that venue on grounds of forum non conveniens, inconvenience, improper venue, or lack of personal jurisdiction.

27.10 Prevailing-Party Fees. Except as limited by Section 27.11, the prevailing Party in any arbitration or court proceeding arising out of or relating to this Agreement is entitled to recover its reasonable attorneys’ fees, expert fees, arbitration fees, and costs.

27.11 JAMS Minimum Consumer Arbitration Standards — Savings Provision. To the extent JAMS’ Minimum Standards of Procedural Fairness for Consumer Arbitrations apply to a dispute under this Agreement and conflict with any term of this Section 27, those Minimum Standards control and supersede the conflicting term for that dispute, including as to allocation and advancement of filing, administrative, and arbitrator fees, hearing location, and the availability of prevailing-party fee shifting. The remainder of this Section 27 remains in full force.

27.12 Small Claims. Either Party may bring an individual claim in a small claims court of competent jurisdiction in Salt Lake County, Utah, in lieu of arbitration, so long as the claim remains individual and in that court.

27.13 Confidentiality of Proceedings. The existence and content of any arbitration, including the award, shall be kept confidential by the Parties, except as necessary to enforce or challenge the award, as required by law, or as permitted by Section 20.5.

27.14 Limitations Period. Any claim arising out of or relating to this Agreement must be commenced within thirty (30) days after the claim accrues, to the extent that period is enforceable under Utah law; otherwise the claim is permanently barred.

27.15 Severability of This Section. If any provision of this Section 27 other than Section 27.6 is found unenforceable, that provision shall be severed and the remainder of this Section 27 shall be enforced.

28. General Provisions

28.1 Assignment. Brand may assign, delegate, or transfer this Agreement and any right or obligation under it, in whole or in part, freely and without Creator’s consent, including to an affiliate, to a successor in interest, and in connection with any merger, acquisition, reorganization, financing, or sale of all or substantially all of Brand’s assets or equity. Creator may not assign, delegate, subcontract, or transfer this Agreement or any right or obligation under it, in whole or in part, by operation of law or otherwise, without Brand’s prior written consent, which Brand may withhold in its sole discretion. Any attempted assignment by Creator in violation of this Section 28.1 is void. This Agreement binds and inures to the benefit of the Parties and their permitted successors and assigns.

28.2 Notices. All notices under this Agreement shall be in writing and delivered to Brand at 362 South 960 West, American Fork, UT 84003 and team@joinrila.com, and to Creator at the postal and email addresses in Creator’s signature block or on file in the Affiliate Program portal. Notice is deemed given: on delivery, if by hand or overnight courier; on transmission, if by email; and on posting, for any notice Brand posts to the Affiliate Program portal. Creator shall keep its contact information current, and notice sent to the address on file is effective notwithstanding Creator’s failure to do so.

28.3 Force Majeure. Brand is not liable for any delay or failure in performance caused by any event beyond its reasonable control, including acts of God, fire, flood, earthquake, epidemic, pandemic, war, terrorism, civil unrest, labor dispute, governmental action, regulatory change, enforcement action, supply chain disruption, pharmacy or laboratory interruption, payment processor or platform outage, internet or telecommunications failure, or cyberattack. This Section 28.3 does not excuse any payment obligation of Creator.

28.4 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, shall be severed, and the remaining provisions shall continue in full force and effect. Section 27.6 is governed by Section 27.6 rather than by this Section 28.4.

28.5 No Waiver. No failure or delay by Brand in exercising any right under this Agreement operates as a waiver of that right, and no single or partial exercise precludes any further exercise. No waiver is effective unless in a writing signed by Brand, and no waiver of any breach is a waiver of any other or subsequent breach.

28.6 Entire Agreement. This Agreement, together with its Exhibits and any document expressly incorporated by reference, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, understandings, and communications, written or oral. Creator acknowledges that Creator has not relied on any representation, promise, projection, or statement of earnings not expressly set forth in this Agreement. This Agreement does not supersede or modify any agreement between Creator and the Clinical Partner.

28.7 Order of Precedence. In the event of a conflict, the following order of precedence governs: (a) Section 20.5; (b) the body of this Agreement; (c) Exhibit A; (d) Exhibits B, C, and D; and (e) any other Brand policy or guideline, except that as between the body of this Agreement and Exhibit A, Exhibit A controls solely as to the commission amount and payout mechanics.

28.8 Interpretation. Section headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” The rule of construction that ambiguities are resolved against the drafter shall not apply to this Agreement, and any ambiguity shall be resolved in a manner that gives effect to Brand’s compliance, brand-protection, and risk-allocation purposes, except that Section 20.5 shall be construed broadly in favor of the rights it preserves.

28.9 Third-Party Beneficiaries. Except for the Clinical Partner as provided in Section 2.4 and for the indemnified parties identified in Section 21, there are no third-party beneficiaries of this Agreement.

28.10 Relationship to Patient Agreements. Creator’s agreements, consents, and notices with the Clinical Partner are separate from this Agreement. Nothing in this Agreement waives, modifies, or limits any right Creator holds as a patient, and nothing in Creator’s patient agreements modifies this Agreement.

28.11 Electronic Signature and Records. The Parties consent to transacting electronically. This Agreement may be executed and delivered electronically, and an electronic signature, click-acceptance, or electronic record has the same legal effect as a handwritten signature and an original paper record.

28.12 Counterparts. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument.

28.13 Further Assurances. Creator shall execute such further documents and take such further actions as Brand reasonably requests to effectuate this Agreement, including the rights granted in Section 18.

29. Acceptance

29.1 Method of Acceptance. This Agreement is accepted electronically. Creator accepts this Agreement by checking the acceptance box presented in the Portal after being given a reasonable opportunity to read this Agreement in full, including Exhibits A, B, and C. Brand accepts this Agreement by accepting Creator into the Affiliate Program and issuing a Tracking Link, as provided in Section 3.3.

29.2 Effect of Electronic Acceptance. As provided in Section 28.11, Creator’s click-acceptance under Section 29.1 has the same legal effect as a handwritten signature and constitutes Creator’s binding execution of this Agreement as of the Effective Date. No further countersignature, printed signature, or physical document is required from either Party.

29.3 Identity and Contact Information. Brand and Creator are identified, for all purposes under this Agreement including Section 28.2 (Notices), by the account, business, tax, and contact information Creator has submitted and maintains current in the Portal, including Creator’s legal name or entity name, address, email, payment and tax identification information on file under Section 4.5, and the platforms and handles disclosed in Creator’s Portal application. Creator’s acceptance under Section 29.1 constitutes Creator’s representation that this information is true, accurate, and complete, consistent with Section 19(k).

29.4 Record of Acceptance. Brand shall retain a record of each Creator’s acceptance under this Section 29, including the date and time of acceptance and the version of this Agreement then in effect.

Exhibit A — Commission Schedule

A.1 Flat-Fee Commission. Brand shall pay Creator a flat fee of $100 for each Qualified Conversion attributed to Creator by Brand.

A.2 Trigger. A commission is earned only upon a Qualified Conversion as defined in Section 2.12 — a referred customer’s first payment that has successfully cleared and has not been reversed. No commission is earned on an intake submission, account creation, provider approval, prescription, shipment, or lead.

A.3 Attribution. Attribution is determined solely by Brand’s tracking records, subject to a maximum thirty (30) day window from the last recorded Tracking Link click, as provided in Section 11.2. The window is a maximum and not a guarantee of credit.

A.4 Hold. Each earned commission is held for thirty (30) days following clearance of the underlying payment before it becomes payable.

A.5 Payout Schedule. Payouts are issued on a weekly basis, via the Affiliate Program portal, to the verified payment account on file.

A.6 No Minimum Payout Threshold. There is no minimum payout threshold. Every commission that has been earned and has cleared the hold is paid, regardless of amount.

A.7 Reversals and Offsets. Commissions are subject to reversal, offset, recoupment, and forfeiture as provided in Sections 11.8 and 11.9, and to repayment as provided in Sections 5.9 and 26.

A.8 Bonuses and Incentives. Any bonus, tier, or incentive program is offered at Brand’s sole discretion, is documented separately in writing, and may be modified or discontinued at any time: none at this time.

A.9 Modification. Brand may modify, suspend, restructure, or replace this Exhibit A at any time, in its sole discretion, without notice to Creator and without Creator’s consent. Any modification is effective prospectively as to Qualified Conversions occurring after it takes effect, and does not reduce or revoke any commission that has already accrued and become payable on a Qualified Conversion that cleared before the modification took effect. Continued participation in the Affiliate Program after a modification constitutes acceptance of it.

Exhibit B — Approved Claims and Banned Terms

B.1 Scope. This Exhibit governs the substance of all Content. It supplements, and does not limit, Section 15 (Prohibited Content Clause). Where this Exhibit and Section 15 both address a subject, the more restrictive requirement applies.

B.2 Approved Claims and Content Types. The categories below apply to Category 1 (weight loss / GLP-1) Content. Creator may use only the following pre-approved content types and claim language, and only where the content is true of Creator’s actual experience:

(a) First-person experience content — “here’s what actually changed for me” framing.

(b) Process walkthroughs — filming the intake, consultation, or delivery process itself, without depicting or describing another person’s information.

(c) Lifestyle integration — routines, food, energy, and daily life content.

(d) FAQ and myth-busting — answering common questions and referencing the provider, using only Brand-approved response templates for anything clinical (see Section 14.3).

(e) Educational deep-dives — what the compound is and how it works, limited to information Brand has approved in writing; this is not a license to make dosing, mechanism, or efficacy claims not otherwise permitted under Section 15 or Section B.4.

(f) Comparison content — “I tried X before, here’s the difference,” limited to Creator’s own truthful comparison and never naming or implying equivalence to a brand-name pharmaceutical product (see Section 15(a)).

(g) Direct call-to-action to the intake form or product page.

(h) Before-and-after in organic content only, and only together with the FTC typical-results disclaimer required under B.3; before-and-after content is never permitted in paid advertising (see B.5).

Any claim or content type not listed above requires Brand’s prior written approval as part of the Section 8 approval process. Approval of a claim for one item of Content does not approve it for any other. Approved claims and content types for Categories 2 through 5 (longevity, sleep, HRT, and sexual health) will be published separately in the Portal as they become available.

Approved Opening Hooks. Where Creator uses a scripted opening hook, Creator shall use one of the following, word for word, with no addition, omission, or paraphrase, and only where truthful of Creator’s actual experience:

1. “Three months in. I want to share what actually changed — and be clear that I’m not promising you the same experience.”

2. “I went through the Rila consultation process and I want to show you exactly what it was like.”

3. “Everybody’s asking me about GLP-1 programs. Here’s what I actually learned when I talked to a real clinical team.”

4. “This is what my mornings look like now. A lot has changed this year.”

5. (Category 2 — educational) “I’ve been reading everything I can find on BPC-157 for the last month. Here’s what the research actually says.”

Hook 5 is educational content about a research topic, not a first-person testimonial about the Product; Creator shall not use Hook 5 in Content that also makes a first-person claim about personal use or results unless Creator has independently satisfied Section 6 and Section 7 for that claim.

B.3 Required Statements. Creator shall include the following in the Content, in the placement and duration Brand specifies:

(a) The material-connection disclosure required by Section 9 and Exhibit C, per the platform table below.

(b) The eligibility statement: “This program is available to adults who qualify following a clinical intake; not everyone will be approved.”

(c) The not-medical-advice statement: “I’m not a doctor — this is my personal experience, not medical advice. Talk to a licensed provider about what’s right for you.”

(d) The results-vary statement: “Results vary by person. This isn’t typical, and I can’t promise you’ll have the same experience.”

(e) Any safety or side-effect statement Brand separately provides in writing for the specific Product category, where applicable.

Disclosure Requirements — Non-Negotiable. The table below states the minimum disclosure required per platform. It supplements, and does not narrow, Section 9 (FTC Disclosure Requirement Clause) or Exhibit C; where this table and Section 9 differ, the more protective standard controls, and Section 9’s fifteen-second verbal-disclosure floor for video content always controls regardless of any longer window shown below or in Exhibit C.

Instagram Post — “#ad” or “Paid partnership with [Brand]”. Placement: First line of caption — before “see more” cutoff.

Instagram Story — “#ad” or “Paid partnership” overlay. Placement: On screen, visible without tapping, readable duration.

TikTok — Verbal within the first 15 seconds + “commercial content” toggle + “#ad” on screen. Placement: All three required simultaneously.

YouTube — “Includes paid promotion” checkbox + verbal within the first 15 seconds + on-screen text for at least 5 seconds. Placement: All three required simultaneously.

Blog / Article — Disclosure statement at the top of the post. Placement: Before any content — not in the footer.

Creators publishing on a platform not listed above follow the corresponding Exhibit C guidance and the general standard in Exhibit C.1.

B.4 Banned Terms and Claim Categories. Creator shall not use, and shall not use any synonym, abbreviation, hashtag, on-screen text, emoji substitution, misspelling, or spoken equivalent of, any of the following:

(a) Guarantee and certainty language — “guaranteed,” “guaranteed results,” “will lose,” “you will,” “risk-free,” “no-fail,” “works for everyone,” “100%.”

(b) Cure, treatment, and disease claims — “cure,” “cures,” “treats [condition],” “heals,” “reverses,” “eliminates,” “prevents,” or any claim that the Product diagnoses, treats, cures, mitigates, or prevents any disease, except as expressly approved under B.2.

(c) Regulatory status claims — “FDA approved,” “FDA cleared,” “FDA endorsed,” “clinically proven,” “doctor recommended,” “medically proven,” “studies show,” or any claim of governmental or institutional endorsement, unless Brand has approved the exact statement in writing and Creator holds the substantiation.

(d) Brand-name reference drugs — any reference to a brand-name pharmaceutical product, including the specific brand names enumerated in Section 15 (Prohibited Content Clause), and any comparison, equivalence, “same as,” “just like,” “generic version of,” “alternative to,” or “dupe” framing relative to any such product.

(e) Compounding, sourcing, and formulation claims — statements about compounding pharmacies, sourcing, active pharmaceutical ingredient origin, potency, purity, batch, concentration, or bioequivalence.

(f) Dosing and administration — any dose, milligram figure, unit figure, titration schedule, injection site, injection technique, splitting, stretching, or self-adjustment guidance.

(g) Speed, magnitude, and outcome claims — specific weight figures, pound or kilogram totals, clothing or dress sizes, body-mass-index figures, rate-of-loss claims (“X pounds in Y weeks”), “melts fat,” “effortless,” “without diet or exercise,” and any before-and-after depiction not approved under Section 7.6.

(h) Superiority and price claims — “best,” “safest,” “most effective,” “#1,” “cheapest,” “lowest price,” and any comparison to a named competitor, unless approved under B.2 and substantiated.

(i) Coverage and payment claims — “covered by insurance,” “your plan pays,” “HSA eligible,” “FSA eligible,” “reimbursable,” and any statement about refunds, guarantees, or cancellation terms not approved in writing.

(j) Urgency and scarcity manipulation — false countdowns, fabricated stock limits, fabricated enrollment caps, and expiring-offer claims that are not true.

(k) Vulnerability and body-shaming framing — content that shames body size, targets minors, targets pregnancy or breastfeeding, promotes disordered eating, or presents the Product as an appearance imperative.

(l) Clinical authority framing — presenting Creator, an actor, or an AI-generated figure in clinical attire, in a clinical setting, or with clinical credentials, or any framing that suggests medical authority.

B.5 Additional Banned Terms and Practices. In addition to Section 15 (Prohibited Content Clause) and B.4 above, the following are prohibited in all Content and are treated as material breaches supporting termination under Section 26:

(a) Naming specific compounds in a commercial context — including generic or chemical names, peptide names, or research names — without Brand’s prior written approval of that specific reference.

(b) Publishing before-and-after content in any paid advertisement on Meta, Google, or any other paid placement, even where the same content would be permitted in organic posting under B.2(h). Before-and-after content is organic-only.

(c) Sharing specific outcome numbers without the results-vary disclaimer — a specific weight, measurement, timeline, or other numeric result may be shared in organic Content only when the B.3(d) results-vary statement is included in the same Content; absent that statement, any such number is prohibited under B.4(g).

(d) Publishing any Content that has not been approved in advance by Brand under Section 8, regardless of Creator’s belief that the Content is compliant.

(e) Answering a medical question from a follower — in comments, direct messages, or any other channel — without using the Brand-approved deflection script required under Section 14.3.

(f) Making any first-person promotional claim before completing clinical intake and receiving provider approval, restating the requirement in Section 6 and Section 7.1 for clarity.

A violation of any of items (a) through (f) above, in addition to any consequence under Section 26, is grounds for immediate termination of Creator’s participation in the Affiliate Program under Section 25.3.

B.6 Modification. Brand may modify this Exhibit B at any time under Section 24.4. The then-current version governs all Content published after it is posted or delivered.

Exhibit C — Compliant Disclosure Examples by Platform

C.1 General Standard. Every disclosure must be clear and conspicuous: in unavoidable placement, in plain language, in the same language as the Content, legible or audible on the device where the audience will encounter it, and not buried in a caption, hidden behind a “more” link, mixed into a hashtag cluster, or placed only in a profile or bio. Disclosure is required in every item of Content, including organic posts, comments, replies, stories, and live streams, whether or not the specific item mentions the free Product or a commission. Platform branded-content tools supplement but never replace these disclosures. These examples illustrate placement and prominence; the operative requirement is Section 9 (FTC Disclosure Requirement Clause).

C.2 Disclosure Requirements by Platform — Non-Negotiable. The table below states the minimum required disclosure and placement per platform. It is illustrative of the general standard in C.1, and Section 9’s fifteen-second verbal-disclosure floor for video content always controls even where a longer window might otherwise be read into this table.

Instagram Post — “#ad” or “Paid partnership with [Brand]”. Placement: First line of caption — before “see more” cutoff.

Instagram Story — “#ad” or “Paid partnership” overlay. Placement: On screen, visible without tapping, readable duration.

TikTok — Verbal within the first 15 seconds + “commercial content” toggle + “#ad” on screen. Placement: All three required simultaneously.

YouTube — “Includes paid promotion” checkbox + verbal within the first 15 seconds + on-screen text for at least 5 seconds. Placement: All three required simultaneously.

Blog / Article — Disclosure statement at the top of the post. Placement: Before any content — not in the footer.

C.3 Platforms Not Listed Above. For any platform not in the table — including X, Threads, Facebook, live streams, podcasts, and direct messages — Creator follows the general standard in C.1: disclosure that is unavoidable, in plain language, legible or audible on the device used, present in every item of Content including comments and replies, and never placed only in a bio, profile, or footer. Platform branded-content tools (a Paid Partnership label, a “commercial content” toggle) supplement but never replace the disclosure required by this table or by Section 9.

C.4 Non-Compliant Examples — Do Not Use. “#sp,” “#spon,” “#collab,” “#partner,” “#ambassador,” “thanks Rila,” “affiliate link in bio,” a disclosure placed after a caption truncation point, a disclosure inside a block of unrelated hashtags, a disclosure in profile bio only, disclosure text in low-contrast or small type, and reliance on a platform label alone.

C.5 Modification. Brand may modify this Exhibit C at any time under Section 24.4.

Exhibit D — Free Product Acknowledgment, Tax Notice, and Media Release

This Exhibit D is executed in connection with, and is incorporated into, the Creator Affiliate Agreement between BJE Equity LLC d/b/a Rila (“Brand”) and the undersigned (“Creator”). Capitalized terms have the meanings given in the Agreement.

Part 1 — Free Product Acknowledgment

D.1 Creator acknowledges that Brand may furnish one (1) free initial Product order, and that Brand has no obligation to furnish any refill, resupply, renewal, replacement, dose escalation, or further Product of any kind.

D.2 Creator acknowledges that the free initial Product order is conditioned on Creator independently completing intake with the Clinical Partner and on a treating provider of the Clinical Partner approving Creator for the Product in the exercise of independent medical judgment, and that provider denial or discontinuation creates no obligation of Brand and gives Creator no claim.

D.3 Creator acknowledges that the Product is furnished in Creator’s capacity as a patient of the Clinical Partner, and that any treatment beyond the free initial Product order is at Creator’s own election and expense.

D.4 Creator acknowledges that Creator shall not sell, resell, barter, gift, transfer, share, administer to another person, or otherwise redistribute the Product.

Part 2 — Valuation and Tax Notice

D.5 Valuation Method. Creator acknowledges and agrees that the value of the free initial Product order is the List Price Value, meaning Brand’s then-current standard published retail list price for the same Product, as displayed at checkout to a first-time paying customer with no discount, promotional code, coupon, bundle adjustment, subscription incentive, or affiliate credit applied, determined as of the date Creator’s free Product order is fulfilled.

D.6 Price Changes. Creator acknowledges that Brand may change its published retail list prices at any time, in its sole discretion, without notice to Creator and without amending the Agreement, and that any such change applies to orders fulfilled after the change takes effect.

D.7 Brand’s Record Controls. Creator acknowledges that Brand records the applicable List Price Value as of the fulfillment date, that Brand’s business records of its published retail list price on that date are conclusive absent manifest error, and that Creator waives any objection to or dispute of the valuation method and of Brand’s recorded value.

D.8 Tax Consequence. Creator acknowledges that the List Price Value of the free initial Product order is compensation for services, is reportable by Brand on IRS Form 1099-NEC (or such other information return as Brand determines is required), and is taxable income to Creator. Creator is solely responsible for all resulting taxes, interest, and penalties. Creator acknowledges that Brand has not provided and will not provide tax advice and that Creator should consult Creator’s own tax advisor.

D.9 Repayment on Termination for Breach. Creator acknowledges the obligation under Section 5.9 of the Agreement to repay the full List Price Value if the Agreement is terminated for Creator’s breach, and Brand’s right to offset that amount against any commission otherwise payable.

D.10 Creator’s Acknowledgment. Creator acknowledges having read and understood Paragraphs D.5 through D.9, and acknowledges the valuation method and the Form 1099 consequence, by checking the corresponding acceptance box in the Portal, which has the same legal effect as a handwritten initial.

Brand’s Recordkeeping. Brand shall record the List Price Value applicable to each Creator’s free initial Product order, together with the Product and the fulfillment date, in Brand’s own business records at the time of fulfillment, consistent with Section 2.8 and D.7. That record is not reproduced in this Agreement; it is Brand’s internal record and, per D.7, is conclusive as to the List Price Value absent manifest error. Brand shall provide that recorded value to Creator in writing upon request.

Part 3 — Authorization and Media Release for Creator Health Information

D.11 Separate Authorization. This Part 3 is a separate written authorization. It is not satisfied by Creator’s execution of the Agreement and is not a condition of the license granted in Section 18.1 of the Agreement as to Content that does not reveal Creator Health Information.

D.12 Information Authorized. Creator authorizes Brand to receive, use, and disclose the following categories of Creator’s own individually identifiable health information, to the extent they appear in or are revealed by Content: intake responses; eligibility determination and provider approval status; the fact and course of Creator’s treatment; dosing and administration information Creator elects to include; body measurements, weight, and photographs; laboratory or vitals information Creator elects to include; and Creator’s described symptoms, side effects, and personal outcomes. Excluded categories: none.

D.13 Purpose and Permitted Uses. Creator authorizes Brand to use and disclose that information solely for marketing, advertising, and promotional purposes, in the media and in the manner described in Sections 18.1 through 18.4 of the Agreement, including paid and organic social media, partnership and whitelisted advertising, Brand’s websites and landing pages, email and SMS marketing to Brand’s own consented audiences, and third-party media placements.

D.14 Recipients. Creator authorizes disclosure to Brand’s advertising platforms, agencies, production and post-production vendors, media partners, and sublicensees.

D.15 Redisclosure Notice. Creator understands that once this information is disclosed to the public or to a recipient that is not a covered entity or business associate, it may be redisclosed and may no longer be protected by federal or state health privacy law, and that information published publicly may be copied, archived, and further distributed by persons Brand does not control.

D.16 Voluntary; No Conditioning. Creator understands that signing this Part 3 is voluntary and that Brand will not condition Creator’s treatment, payment for treatment, enrollment in a health plan, or eligibility for benefits on whether Creator signs it. Creator understands that Brand may, however, decline to publish or run Content that would reveal Creator Health Information absent this authorization.

D.17 Expiration. This authorization expires on the earlier of twenty-four (24) months from the date of signature below and Creator’s revocation under Paragraph D.18.

D.18 Right to Revoke. Creator may revoke this authorization at any time by written notice to creators@joinrila.com. Revocation is effective upon Brand’s receipt and is prospective only. Upon revocation, Brand will cease new uses of Content revealing Creator Health Information and will use commercially reasonable efforts to withdraw such Content from Brand’s active placements within seven (7) Business Days. Revocation does not apply to uses Brand made in reliance on this authorization before receiving the revocation, does not require recall of Content already published or distributed, does not reach copies held by platforms, licensees, or the public, and does not require destruction of archival, backup, or compliance records.

D.19 Copy. Creator is entitled to a copy of this signed authorization.

Part 4 — Media Release

D.20 Creator grants Brand the rights set forth in Sections 18.1 through 18.4 of the Agreement with respect to Creator’s name, voice, image, likeness, handle, and persona as they appear in approved Content, and waives any right to inspect or approve any resulting use.

Part 5 — Acceptance

D.21 Method of Acceptance. This Exhibit D, including Creator’s authorization in Part 3, is accepted electronically. Creator accepts Part 1 and Part 2 of this Exhibit D by checking the corresponding required acceptance box in the Portal, and separately and voluntarily accepts Part 3 and Part 4 by checking the separate, independent acceptance box the Portal presents for that purpose, consistent with D.16. Each such click-acceptance has the same legal effect as a handwritten signature and constitutes Creator’s binding execution of the corresponding Part of this Exhibit D as of the date checked.

D.22 Identity. Creator is identified for purposes of this Exhibit D by the account and contact information Creator maintains in the Portal, as provided in Section 29.3 of the Agreement. Brand accepts this Exhibit D by countersigning through its ordinary Portal administration process; no separate physical signature is required.

D.23 Copy and Record. Brand shall retain a record of the date and time Creator checked each acceptance box under D.21, and shall provide Creator a copy of this executed Exhibit D upon request, consistent with D.19.