1. How these Terms work

• One set of Terms, two Program Schedules. These Terms apply to all Partners. Schedule A covers Ambassadors, including Founding 50 Ambassadors. Schedule B covers B2B Partners.

• Order of precedence. If there is a conflict, a signed written agreement between you and Soulera controls first, then your Program Schedule, then these Terms.

• Our platform. We run the Program on Dub, a third-party partner platform. Your use of the partner dashboard is also subject to Dub's partner terms.

2. Joining the Program

• You must be at least 18 years old and able to enter a binding contract.

• Every application is reviewed. We may approve, decline, or remove any Partner at our discretion. Founding 50 enrollment is limited to 50 Ambassadors.

• You may hold one partner account. Keep your account, payout, and tax information accurate and current.

• If you apply on behalf of a business, you confirm you're authorized to bind that business to these Terms.

3. Referrals and attribution

• How you're credited. You earn credit when a new patient completes and pays for their first order through Soulera's checkout using your referral link, QR code, or personal code (each a "Referral Tool").

• Links and QR codes. Credit applies if the patient's first paid order is placed within 30 days of their most recent click on your link or scan of your QR code. If a patient clicks more than one Partner's link, the most recent click receives credit.

• Personal codes. If your code is entered at checkout, you receive credit for that order. If your code and another Partner's link both apply to the same order, the Partner whose code was used receives credit.

• After the first order. Once a patient's first paid order is credited to you, their later orders are credited to you for the period set out in your Program Schedule.

• Not eligible: existing or returning Soulera patients; your own orders or those of accounts you control; orders placed outside Soulera's checkout; and orders that are canceled, refunded, charged back, or fraudulent.

• Our records control. Attribution is determined by our tracking systems. If you believe a referral was missed, contact us within 60 days of the order.

4. Commissions and rewards

• Rates. Your commission rates are set out in your Program Schedule and shown in your partner dashboard.

• What commissions are based on. Commissions are calculated on the amount the patient actually pays for the order, after discounts and excluding taxes, shipping, and fees.

• Pending period. Commissions remain pending for a review period before they become eligible for payout. The current period is shown in your partner dashboard.

• Adjustments. We may withhold, reverse, or adjust commissions for orders that are canceled, refunded, charged back, or found to be fraudulent, mistaken, or in violation of these Terms, including by deducting the amount from future payouts.

• Tiers. Where your Program Schedule includes commission tiers, you move to a higher tier automatically when you reach its sales threshold, and the higher rate applies to future orders.

• Partner referral rewards. Where your Program Schedule includes them, you may earn a reward based on sales credited to Partners you refer. These rewards are paid only on genuine patient purchases. There are no rewards for recruiting alone, no fees to join, and no purchase requirement.

• No commissions on your own orders. If you're a Soulera patient, you pay standard pricing and don't earn commission on your own orders or orders for anyone in your household.

• Changes. We may change rates or rewards for future orders with at least 30 days' notice by email or through your partner dashboard. Changes never reduce commissions already earned. Founding 50 rates are covered in Schedule A.

5. Payouts

• Payouts are made through the partner dashboard to the payout account you connect.

• Before receiving payouts, you may need to complete tax forms (such as a Form W-9), identity verification, and payout provider onboarding. We may hold payouts until these are complete.

• You're responsible for your own taxes. We may issue tax forms (such as a Form 1099) as required by law.

• If a payout is made in error, you agree to repay it or allow us to deduct it from future payouts.

6. Patient discount codes

• Your personal code gives patients the discount set out in your Program Schedule. The discount applies only when your code is entered at checkout.

• Codes are personal and non-transferable. You may not sell or trade your code, or post it on coupon, deal, cashback, or similar sites.

• We may change, pause, or retire discounts and codes. We'll notify you before changing the discount on your code.

7. Healthcare marketing standards

Soulera offers physician-supported care. These standards protect patients, Partners, and Soulera, and they apply to everything you post, say, or send about Soulera.

• You aren't a provider for Soulera. Treatment decisions are made only by independent licensed providers after their own evaluation. Never tell anyone they qualify for, should take, or will be prescribed a specific treatment, medication, or dose.

• No medical claims. Don't claim any product treats, cures, or prevents a disease or condition, and don't promise specific results, timelines, or amounts of weight loss.

• Compounded medications. Compounded medications are prepared by licensed US pharmacies for individual patients and are not FDA-approved. Never describe them as FDA-approved, as "generic," or as the same as any brand-name drug (such as Ozempic, Wegovy, Mounjaro, or Zepbound), and don't use brand-name drugs to promote Soulera.

• Your own experience only. You may share your personal, honest experience as a patient. Make clear that results vary and that treatment requires an evaluation by a licensed provider.

• Before-and-after content. Before-and-after images and stories are allowed only if they are genuine, unaltered, and your own (or shared with the person's written consent), include "Individual results vary," and are not presented as typical or guaranteed.

• Approved language. Use the messaging and assets we provide where possible. We may ask you to edit or remove content at any time, and you agree to do so within 48 hours.

• Disclose every time. Clearly disclose your relationship with Soulera in every promotion, in a way that can't be missed, such as "#ad" or "Soulera Ambassador" at the start of a caption or video. Use platform tools such as "paid partnership" labels where available.

• Athletes and tested competitors. If you're subject to anti-doping rules (such as WADA, USADA, or a professional league), you're responsible for complying with them, including in any personal use of Soulera products.

8. General promotion rules

• Paid advertising of any kind requires our prior written approval.

• No brand bidding. Don't bid on or target ads using Soulera's name, product names, trademarks, misspellings, or similar terms.

• No spam. No purchased or scraped lists, bots, automated bulk messages, or unsolicited outreach.

• No misleading promotion of Soulera, our pricing, our discounts, or your relationship with us. Don't present yourself as a Soulera employee, agent, or official representative.

• Follow the rules of every platform you use and all applicable laws, including FTC endorsement guidelines and state consumer protection and privacy laws.

9. Licensed healthcare professionals

If you are a licensed healthcare professional or a healthcare business (for example, a physician, nurse practitioner, chiropractor, physical therapist, pharmacist, dietitian, or clinic):

• You must tell us before joining. We may require a separate written agreement or a different compensation structure, or decline participation, based on applicable law.

• You're responsible for complying with the rules of your license and your state, including rules on fee-splitting, referrals, and patient disclosures.

• You may not refer patients whose care is paid for by Medicare, Medicaid, or any other government healthcare program. Soulera is a cash-pay service and does not bill insurance.

• Your referral must never replace or influence the independent judgment of Soulera's prescribing providers.

10. Patient privacy

• Partners don't receive patients' health information. The partner dashboard shows only limited referral and commission data.

• Don't ask referrals to share their health information with you, attempt to identify patients from dashboard data, or contact patients about their care.

• If you receive patient information by mistake, notify us promptly and delete it.

11. Brand and content

• Brand assets. You may use Soulera's name, logo, and approved assets only to promote the Program, following any brand guidelines we provide.

• No lookalikes. Don't register or use domains, social handles, business names, ads, or keywords that include Soulera's name, trademarks, misspellings, or confusingly similar terms, or create anything that appears to be operated by Soulera.

• Your content. You keep ownership of the content you create. You grant Soulera a non-exclusive, royalty-free license to share, repost, and feature content you publish about Soulera, with credit to you, during your participation and for 12 months after. You confirm you have the rights to everything in your content, including music, images, and any people shown.

12. Prohibited activity and enforcement

Prohibited activity includes fraud, fake traffic, cookie stuffing, forced clicks, hidden redirects, attribution manipulation, self-referrals, impersonation, misleading claims, spam, and any illegal activity.

We may monitor Partner activity. If we believe you've violated these Terms, we may remove content, pause your Referral Tools, withhold or reverse related commissions, or suspend or remove you from the Program.

13. Term and termination

• These Terms apply until you or we end your participation. Either of us may end it at any time with notice.

• When participation ends, stop using your Referral Tools and Soulera brand assets.

• If we end your participation without cause, commissions earned on orders placed before the end date are paid once their pending period clears. If participation ends because of a violation of these Terms, unpaid commissions may be forfeited.

• Commissions on future orders, including from patients you previously referred, stop when participation ends unless a signed agreement or your Program Schedule says otherwise.

14. Legal terms

• Independent contractor. You participate as an independent contractor. Nothing in these Terms creates an employment, agency, partnership, joint venture, or franchise relationship, and you may not make commitments on our behalf.

• Confidentiality. Keep non-public information about Soulera, our patients, pricing, roadmap, and Program performance confidential, and use it only to participate in the Program.

• Non-exclusivity. You may promote other companies, and we may work with other partners, as long as you follow these Terms.

• Indemnification. You agree to defend, indemnify, and hold harmless Soulera Wellness LLC from claims, losses, and expenses arising from your content, your promotional activity, your violation of law, or your breach of these Terms.

• Limitation of liability. To the fullest extent permitted by law, Soulera is not liable for indirect, incidental, special, consequential, or punitive damages or lost profits, and our total liability under these Terms is limited to the commissions paid to you in the 12 months before the claim.

• No guarantee. We don't guarantee any level of referrals, sales, or earnings.

• Changes to these Terms. We may update these Terms with at least 30 days' notice by email or through your partner dashboard. Continued participation after the effective date means you accept the update.

• Governing law. These Terms are governed by the laws of the State of Texas. Any dispute will be resolved in the state or federal courts located in Dallas County, Texas.

• General. These Terms, your Program Schedule, and any signed agreement are the entire agreement on this subject. If any provision is unenforceable, the rest remains in effect. You may not assign these Terms without our consent. The sections on commissions owed, patient privacy, brand and content, confidentiality, indemnification, limitation of liability, and governing law survive the end of your participation.

15. Contact

Questions about these Terms or the Program: ambassadors@soulerawellness.com

Soulera Wellness LLC · 2650 Cedar Springs Road, Unit 7726, Dallas, TX 75201 · soulerawellness.com