AFFILIATE AGREEMENT

This Affiliate Agreement ("Agreement") is between BHP Holdings, Inc, DBA Biopure Health®, ("Company") and the undersigned Affiliate Practitioner, ("Affiliate Practitioner"), each of which may be referred to as a party and together as the parties.

The purpose of this Agreement is to establish the parties' rights and obligations in connection with Affiliate Practitioner's participation in the Company's Affiliate Marketing Program.

Now, therefore, the parties therefore agree as follows: 

1. Definitions

 "Affiliate Marketing Program" means the program established by the Company to contract with qualified healthcare practitioners interested in promoting its products to retail consumers.

 "Affiliate Code" means the unique coupon code assigned to Affiliate Practitioner to disseminate to Affiliate Retail Customers. The Affiliate Code is valid solely for retail consumer purchases and may not be applied to orders placed by Healthcare Professional accounts, purchases of sale or discounted items, or any other orders expressly excluded by the Company at its sole discretion.

 "Affiliate Link" means the unique trackable link to be placed on the Affiliate Website.

"Affiliate Website" means Affiliate Practitioner's website and/or email communications and/or software applications, including but not limited to social media channels. "biopurehealth.com" means the website used by the Company for the Affiliate Marketing Program.

"Affiliate Customer" means Affiliate Practitioner's customers who make Qualifying Purchases of Company Products at biopurehealth.com

"Company Products" means all products the Company sells at biopurehealth.com other than Excluded Products.

"Excluded Products" means all the following products or types of products: Subscribe & Save products; Bundle & Save products; Discounted products (products offered below MSRP); any other products introduced by the Company after the date of this Agreement (notified in writing).

 "Qualifying Purchase" means a purchase of Company Products at biopurehealth.com using the Affiliate Code or the Affiliate Link.

2. Duties and Obligations

(a) Affiliate Practitioner. The Affiliate Practitioner shall:

(i) display the Affiliate Link in a manner that does not reflect adversely on the Company or mislead visitors.

(ii) use reasonable efforts to ensure the Affiliate Link works on the Affiliate Website and that any visitor who clicks on the Affiliate Link will be connected to biopurehealth.com.

(iii) integrate the Affiliate Link into the Affiliate Website to ensure Qualifying Purchases may be tracked by the Company.

 (iv) inform customers that Company products are not reimbursable by federal healthcare programs (such as Medicare or Medicaid), commercial payors (such as BlueCross/BlueShield) or health savings accounts.

(v) comply with all applicable regulatory compliance requirements, licensing, and ethical standards (e.g., the AMA Code of Medical Ethics).

(vi) recommend Company products only to Affiliate Customers who are likely to benefit from using them.

(vii) avoid any perception of a conflict of interest by: (a) disclosing Affiliate Practitioner's financial interest in the sale of Company Products; (b) informing customers that Company products can be purchased through other means; (c) communicating clearly about the risks, benefits, and limits of scientific knowledge associated with the Company Products.

(viii) comply with all applicable U.S. Food and Drug Administration ("FDA") regulations and follow the related guidelines set forth in How to Maintain FDA Compliance, which document is attached hereto as Exhibit A and incorporated herein by reference.

(ix) comply with all applicable Federal Trade Commission ("FTC") rules and follow the related guidelines set forth at https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-what-people-are-asking.

(x) remain solely responsible for the operation of the Affiliate Website.

(b) Company. The Company shall:

(i) assist Affiliate Practitioner, as needed, in developing a variety of graphic and textual links that will allow users to navigate directly to various product-related pages at biopurehealth.com.

(ii) maintain accurate records of the data used to determine commissions earned by the Affiliate Practitioner in accordance with this Agreement.

(iii) pay commissions to Affiliate Practitioner in accordance with Section 5 below.

(iv) remain solely responsible for the operation of biopurehealth.com.

3. Representations and Warranties

Each party hereby represents and warrants that it has full power and authority to enter this Agreement and to perform its obligations hereunder; it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement; the services to be rendered by such party under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third-party.

4. Term and Termination

(a) Effective Date. This Agreement will become effective upon the later of (1) Company's acceptance of Affiliate Practitioner's application for the Affiliate Marketing Program and (2) the affiliate acceptance of terms.

(b) Term. The initial term of this Agreement shall be for one year (the "Term"). Unless either party gives written notice to the other at least thirty (30) days before the end of the Term, this agreement will renew automatically for an additional one-year term. This automatic extension will continue to apply at the end of each year until this Agreement is terminated in accordance with Section 4.

(c) Termination Procedures.

(i) Termination without Cause. Either party may terminate this Agreement for any reason, on the provision of thirty (30) days written notice to the other Party.

(ii) Termination for Cause. The Company may terminate this Agreement at any time and without prior notice if it determines, in its sole discretion, that the Affiliate Practitioner has violated the terms of this agreement, improperly used the Company Marks or engages in Click Fraud or Inappropriate Link Placement (as defined herein). AFFILIATE PRACTITIONER WILL FORFEIT ANY ACCUMULATED COMMISSIONS IF THIS AGREEMENT IS TERMINATED FOR CAUSE.

(d) Effects of Termination. Upon termination, all licenses granted under this agreement will terminate, and each party shall promptly remove all marks of the other party from any website that party controls. Company shall promptly pay the Affiliate Practitioner any outstanding commissions earned before the effective date of termination, unless termination was for cause, in which case such commissions shall be forfeited.

5. Commission and Payment

(a) Commissions.

Subject to the terms and conditions set forth below, Company will pay Affiliate Practitioner a percentage of the aggregate Net Proceeds received from Qualifying Purchases made during the term of this Agreement.

Commissions will be equal to 20% or 30% of Net Proceeds received as follows:

Commission rate will be 20% when the Affiliate Customer purchases the Company Product at biopurehealth.com and enters the Affiliate Code at the time of purchase. Affiliate Customer will also receive a 10% discount.

Commission rate will be 30% when the Affiliate Customer uses the Affiliate Link to access biopurehealth.com and purchase products while visiting the site but does not enter the Affiliate Code. No discount will be provided to Affiliate Customer under these circumstances.

For purposes of this Agreement, "Net Proceeds" means gross proceeds received less discounts, taxes, and shipping fees.

(b) Payments.

(i) Payment Threshold. Commissions are paid once a minimum balance of $50.00 USD has been accrued.

(ii) Timing of Commissions. Commissions will be computed quarterly as of the last day of each quarter and paid within thirty (30) days of the end of each quarter. Any returns, refunds, chargebacks, and fraudulent payments will be deducted or withheld from the commission payment; provided further, Company may withhold any commission payment for a reasonable time to ensure against cancellations or refunds.

 (iii) Reporting. Commission payments will be determined based on reports pulled from the Company's accounting software, which can be found in the Affiliate Practitioner's "Affiliate Software Dashboard."

(iv) Payment Method. Payments shall be made in US Dollars via PayPal account as directed by Affiliate Practitioner. Affiliate Practitioner is responsible for providing information needed to facilitate payment via PayPal.

(v) Form W-9. U.S.-based Affiliate Practitioners earning $600 or more in a calendar year are required to submit a completed IRS Form W-9 prior to the issuance of any commission payment at or above that threshold. International Affiliate Practitioners may be required to submit applicable tax documentation upon request.

(c) Taxes. Affiliate Practitioner is responsible for all taxes associated with payments from the Company.

6. Content & Promotional Guidelines

(a) Approved Channels. Affiliate Practitioner may promote Company products through personal websites, blogs, email newsletters, and social media channels, provided such channels comply with this Agreement.

(b) Brand Representation. All promotional content must accurately represent the Company's products and brand. Affiliate Practitioners may not make false, misleading, or exaggerated claims about Company products or their benefits.

(c) Approved Assets. Affiliate Practitioner may only use marketing materials, images, and copy provided or expressly approved by the Company. Unauthorized use of the Company's intellectual property is prohibited.

(d) No Paid Search Bidding. Affiliate Practitioner may not bid on Company branded keywords, including "Biopure Health®," "Biopure Health," "biopurehealth.com," or any variations or misspellings thereof, in any paid search advertising campaign without prior written approval.

(e) No Coupon or Deal Sites. Affiliate Practitioner may not post Affiliate Links or codes on coupon, deal, loyalty, or cashback websites without prior written authorization from the Company.

(f) No Spam. Affiliate Practitioner may not use the Affiliate Link in unsolicited emails or communications in violation of the CAN-SPAM Act or any applicable anti-spam laws.

(g) Social Media Disclosure. All social media content that includes the Affiliate Link must clearly and conspicuously disclose the affiliate relationship (e.g., "#ad" or "#sponsored") in accordance with FTC Endorsement Guidelines. This requirement applies regardless of platform or content format.

7. FDA & FTC Compliance

(a) Affiliate Practitioner may not make any claims that Company products diagnose, treat, cure, or prevent any disease or medical condition, or that they operate as a substitute for any prescribed drug or medication.

(b) All structure/function claims must be followed by the required FDA disclaimer: "This statement has not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent any disease."

(c) Affiliate Practitioner must comply with all applicable FTC regulations, including the FTC's Endorsement Guides, and must clearly and conspicuously disclose their material connection to the Company in all promotional content.

(d) The Company reserves the right to request the removal of any content that it determines, in its sole discretion, to be non-compliant with FDA, FTC, or other applicable regulations. Failure to comply with this Section constitutes grounds for immediate termination and forfeiture of accumulated commissions.

8. Verbal & In-Person Representations

(a) The FDA/FTC compliance obligations set forth in Section 7 of this Agreement apply equally to all forms of communication, including but not limited to verbal statements, in-person presentations, webinars, podcasts, live events, and any other spoken or recorded communications in which Affiliate Practitioner references the Company or its products.

(b) Affiliate Practitioner shall not make any verbal or in-person claim that Company products diagnose, treat, cure, or prevent any disease or medical condition, or that they are equivalent in action or efficacy to any prescribed drug or medication.

(c) Affiliate Practitioner is solely responsible for ensuring that all spoken or recorded representations comply with applicable FDA and FTC regulations and are consistent with the Company's approved marketing materials.

9. Prohibited Activities

Affiliate Practitioner shall not:

(a) create, publish, distribute, or permit any written material that makes reference to the Company without first obtaining its written consent;

(b) create, publish, distribute, or permit any advertising referencing the Company, except as otherwise agreed by the parties in writing;

(c) use the Company's name, logo, and graphics or include a link to biopurehealth.com in any form of unsolicited communication, including unsolicited email (spam). Affiliate Practitioner must maintain strict compliance with the CAN-SPAM Act of 2003 and all amendments and modifications to that law;

(d) alter the Affiliate Link in any manner, including modification of the design, color, format, specification, or content of the Link;

(e) engage in "Click Fraud," which means encouraging or requiring site users to click on Affiliate Links and/or generate clicks or orders through any means that could be reasonably interpreted as coercive, incentivized, misleading, malicious, or fraudulent;

(f) engage in "Inappropriate Link Placement," which means placing the Affiliate Link on any page that promotes or contains sexually explicit materials, promotes violence or contains violent material, promotes or contains libelous or defamatory materials, promotes discrimination, or employs discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation, or age;

(g) misrepresent their relationship with the Company or claim to be an official representative, employee, or spokesperson of the Company;

(h) offer unauthorized discounts, rebates, or promotions in connection with Company products;

(i) use automated means to generate clicks, impressions, or conversions; or

(j) make any representations, warranties, or guarantees on behalf of the Company beyond what is expressly set forth in the Company's approved marketing materials.

10. Intellectual Property

(a) License for Affiliate Practitioner. The Company grants Affiliate Practitioner during the Term a limited, nonexclusive, non-transferable, royalty-free license to establish hyperlinks between Affiliate Website and biopurehealth.com and to use Company's trade names, logos, trademarks, and service marks ("Company Marks") on Affiliate Website solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform obligations under this Agreement. Affiliate Practitioner may not use any other Company intellectual property without the Company's prior written consent. The Company reserves all proprietary rights to the Company Marks and may immediately revoke or adjust the license provided herein at any time on written notice.

(b) License for Company. The Affiliate Practitioner grants the Company during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between Affiliate Website and biopurehealth.com and to use Affiliate Practitioner's trade names, logos, trademarks, and service marks ("Affiliate Marks") solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform obligations under this Agreement. The Company may not use any other intellectual property of Affiliate Practitioner without prior written consent. Affiliate Practitioner reserves all proprietary rights to the Affiliate Marks and may immediately revoke or adjust the license provided herein at any time on written notice.

(c) No Other Use. Neither party may use the other party's marks for any purpose or on any other media except as stated in this Agreement or as a party may expressly approve in writing.

(d) Modification. Either party may submit written requests to modify or exclude any of its marks from the other party's website, and each party agrees to accommodate any such request as soon as possible.

11. Company Rights

 (a) Right to Monitor Affiliate Website. The Company has the right, but not the duty, to monitor the Affiliate Website. The Company shall notify the Affiliate Practitioner of any modification that the Company reasonably requests be made to the Affiliate Website in connection with posting the Affiliate Link.

(b) Right to Remove Link. The Company may direct the Affiliate Practitioner to remove, and the Affiliate Practitioner shall remove, the Affiliate Link from the Affiliate Website at any time and for any reason.

12. Audit Rights

(a) The Company reserves the right, upon reasonable written notice, to audit or review Affiliate Practitioner's promotional activities, website content, social media channels, and any other materials used in connection with the Program to verify compliance with this Agreement.

(b) Affiliate Practitioner agrees to cooperate fully with any such audit and to provide the Company with reasonable access to relevant records, content, and communications upon request.

 (c) If an audit reveals a material breach of this Agreement, the Company reserves the right to suspend or terminate Affiliate Practitioner's participation in the Program immediately and without further notice.

13. Confidential Information

(a) Definition. "Confidential Information" means this Agreement and all nonpublic information of a party, in whatever form, pertaining to the business of that party, including information relating to that party's finances, customer records, and information and all associated documentation and materials that the party disclosing the information ("Disclosing Party") designates as being confidential when disclosing it to the other party ("Receiving Party"), or that, under the circumstances of disclosure, ought to be treated as confidential by the Receiving Party. Confidential Information does not include information or data that is: (i) known to the Receiving Party before its disclosure without an obligation of confidentiality; (ii) independently developed by the Receiving Party without use of any Confidential Information; (iii) in the public domain other than as a result of disclosure by the Receiving Party; or (iv) received from a third party with a legal or contractual right to disclose it.

(b) Disclosure. The Receiving Party shall not use or disclose the Confidential Information of the Disclosing Party except in connection with the exercise of its rights or the performance of its obligations under this Agreement. All Confidential Information made available under this agreement, including copies, shall be returned or destroyed by the Receiving Party upon request.

(c) Exceptions. A Receiving Party will not be in violation of this section if it discloses Confidential Information required to be disclosed by a valid order of a court or other governmental body or by applicable law, provided the Receiving Party notifies the Disclosing Party in writing to permit it to seek confidential treatment.

14. Data Privacy

(a) Compliance with Privacy Laws. Each party agrees to comply with all applicable data privacy and protection laws in connection with its activities under this Agreement, including but not limited to the California Consumer Privacy Act ("CCPA"), the General Data Protection Regulation ("GDPR") where applicable, and any other applicable federal or state privacy regulations.

(b) Affiliate Data Responsibilities. To the extent that Affiliate Practitioner collects, stores, or processes personal data of individuals in connection with its promotional activities, Affiliate Practitioner is solely responsible for: (i) maintaining a compliant privacy policy on the Affiliate Website; (ii) obtaining all necessary consents for the collection and use of personal data; and (iii) implementing reasonable security measures to protect such data.

(c) Company Data. Any customer data collected by the Company through biopurehealth.com is owned exclusively by the Company and shall not be shared with Affiliate Practitioner. All information about customers and users collected by Company shall be owned solely and exclusively by Company.

(d) No Unauthorized Data Collection. Affiliate Practitioner may not use the Affiliate Link or any associated tracking technology to collect personal data about Affiliate Customers beyond what is necessary to facilitate participation in the Program.

15. Indemnification

(a) By Affiliate Practitioner. Affiliate Practitioner agrees to indemnify, defend and hold the Company harmless against any and all liabilities, demands, claims, actions or causes of action, assessments, costs, damages or other loss, or any attorney's or other professional's fees, and pretrial, appeal and arbitration costs arising out of: (i) operation of Affiliate Website; (ii) any breach by Affiliate Practitioner of its obligations or representations under this Agreement; or (iii) any violation of third-party intellectual property rights of editorial content or other materials.

(b) By Company. The Company agrees to indemnify Affiliate Practitioner against losses or litigation expenses arising out of (i) operation of biopurehealth.com; (ii) any breach by Company of its obligations or representations under this Agreement; or (iii) any violation of third-party intellectual property rights of editorial content or other materials.

16. Disclaimer of Warranties; Limitation of Liability

The Company shall abide by all warranties as they exist on biopurehealth.com.

EXCEPT AS SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO, AND EXPRESSLY DISCLAIMS ALL, WARRANTIES OR REPRESENTATIONS WITH RESPECT TO ITS PRODUCTS AND SERVICES PROVIDED TO AFFILIATE CUSTOMERS THROUGH THE AFFILIATE MARKETING PROGRAM, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, THE COMPANY MAKES NO REPRESENTATIONS THAT THE OPERATION OF BIOPUREHEALTH.COM OR ITS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NEITHER THE COMPANY NOR ANY OF ITS AGENTS, EMPLOYEES, OFFICERS, OR DIRECTORS WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF IT HAS KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE. THE COMPANY'S LIABILITY SHALL NOT EXCEED THE TOTAL COMMISSION PAID OR PAYABLE UNDER THE AGREEMENT.

17. Dispute Resolution & Arbitration

 (a) Mandatory Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, rather than in court, except as provided in Section 17(c).

(b) Arbitration Procedures. Arbitration shall be conducted by a single arbitrator in King County, Washington. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees unless the arbitrator determines that a claim was frivolous or brought in bad faith. (c) Exceptions. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened misuse of intellectual property, confidential information, or for any other matter where irreparable harm may result.

(d) Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AFFILIATE PRACTITIONER AND THE COMPANY EACH WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING WITH RESPECT TO ANY CLAIM ARISING UNDER OR RELATED TO THIS AGREEMENT. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITIES.

18. Nature of Relationship

 (a) Nothing in this agreement creates any employment, independent contractor, or agency relationship between the Affiliate Practitioner and the Company. Neither party may enter contracts, assume or create any liability, or make agreements of any kind for, in the name of, or on behalf of, the other party.

(b) Any Affiliate Customer that follows the Affiliate Link to biopurhealth.com will be deemed to be a customer of the Company. Accordingly, the Company will be responsible for all aspects of order processing and fulfillment of the Company Products. To protect the privacy of Company customers, the names of and other personally identifying information about customers will not be provided to Affiliate Practitioner.

(c) The Company expressly reserves the right to add, delete, or modify its products, services, and prices at any time, and also expressly reserves the right to reject any order.

(d) The Company is NOT responsible for the operation or contents of the Affiliate Website or any third-party website not controlled by the Company. Affiliate Practitioner is responsible for and must pay all expenses that are incidental to its activities and responsibilities under this Agreement.

19. General Provisions

Choice of Law. The laws of the state of Washington govern this agreement, without regard to its conflict of law principles.

Choice of Forum. Any controversy not subject to arbitration under Section 17 shall be resolved in and by the Washington Superior Court in King County.

Amendments. No amendment to this agreement will be effective unless it is in writing.

Assignment. Neither party may assign any of its rights under this agreement except with the prior written consent of the other party.

 Counterparts/Electronic Signature. The parties may execute this agreement in any number of counterparts, each of which is an original, but all of which constitute one and the same instrument. Electronic signatures shall be deemed valid and binding to the same extent as original signatures.

Severability. In the event a court of competent jurisdiction should find part of this Agreement invalid and unenforceable, such part will be fully severable, and the remaining provisions will remain in full force and effect.

No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver of such provision.

Entire Agreement. This Agreement (and attached exhibit, which is incorporated herein) contains the entire agreement and understanding of the parties with respect to the entire subject matter hereof, and there are no representations, inducements, promises, or agreements, oral or otherwise, not included herein.

Headings. The descriptive headings of the sections and subsections of this agreement are for convenience only and do not affect this agreement's construction or interpretation.

Notices. Each party giving or making any notice required or permitted by this agreement shall give that notice in writing via: personal delivery, registered or certified mail (postage prepaid, return-receipt requested), nationally recognized overnight courier, facsimile, or email.

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Company notices to:

BioPure Health® (BHP Holdings, Inc.) | Attn: Johanna Dean | 19125 North Creek Parkway, Suite 120 | Bothell, WA 98011 | customersupport@biopurehealth.com

For questions regarding this Agreement or the Affiliate Program, contact:

customersupport@biopurehealth.com | BHP Holdings, Inc. | 425-462-8414 | 19125 North Creek Parkway, Suite 120 | Bothell, WA 98011