HEALSOMA

Affiliate Program Terms & Conditions

Direct-to-Consumer Functional Lab Platform

Last Updated: May 6, 2026

ELECTRONIC ACCEPTANCE

By submitting your HealSoma Affiliate Program application, clicking "I Agree," or checking the acceptance box on the affiliate application form, you acknowledge that:

You have read, understood, and agree to be bound by all terms and conditions set forth in this Affiliate Program Agreement

You are at least 18 years of age and have the legal capacity to enter into a binding agreement

Your electronic acceptance constitutes a legally binding agreement equivalent to a written signature under applicable law

HealSoma reserves the right to update these terms at any time, and your continued participation in the affiliate program following notice of any update constitutes acceptance of the revised terms

If you do not agree to these terms, do not submit an affiliate application or participate in the HealSoma Affiliate Program.

OVERVIEW. About This Agreement

These Affiliate Program Terms & Conditions ("Agreement") govern participation in the HealSoma Affiliate Program ("Program"). HealSoma is a direct-to-consumer functional lab testing platform operating on a cash-pay basis with no insurance billing or reimbursement of any kind.

Participants in the Program ("Affiliates") serve exclusively as independent marketing representatives. An Affiliate's role is strictly limited to directing consumers to the HealSoma platform. Affiliates are not clinical providers, patient advocates, referral agents, or employees of HealSoma in any capacity.

All clinical determinations regarding appropriate lab testing are made exclusively by HealSoma and its licensed medical providers. Affiliates have no involvement in any clinical process whatsoever.

1. Nature of the Affiliate Relationship

1.1 — Independent Contractor Status.

Affiliates are independent contractors. Nothing in this Agreement creates an employment relationship, partnership, joint venture, franchise, or agency relationship between HealSoma and any Affiliate.

1.2 — Marketing Role Only.

The Affiliate's sole function under this Agreement is to market HealSoma's direct-to-consumer lab platform to potential consumers. Affiliates are not referring patients to a physician, are not acting as clinical intermediaries, and are not providing any form of medical guidance, lab interpretation, or health recommendations in connection with this Agreement.

1.3 — Medical Director Designation.

HealSoma's licensed physician serves as Medical Director of the platform itself, overseeing clinical protocols and requisition standards at the platform level. The Medical Director is not acting as a supervising physician for individual consumer referrals made by Affiliates.

1.1 — Independent Contractor Status.

Affiliates are independent contractors. Nothing in this Agreement creates an employment relationship, partnership, joint venture, franchise, or agency relationship between HealSoma and any Affiliate.

1.2 — Marketing Role Only.

The Affiliate's sole function under this Agreement is to market HealSoma's direct-to-consumer lab platform to potential consumers. Affiliates are not referring patients to a physician, are not acting as clinical intermediaries, and are not providing any form of medical guidance, lab interpretation, or health recommendations in connection with this Agreement.

1.3 — Medical Director Designation.

HealSoma's licensed physician serves as Medical Director of the platform itself, overseeing clinical protocols and requisition standards at the platform level. The Medical Director is not acting as a supervising physician for individual consumer referrals made by Affiliates.

1.4 — Lab Requisition Process.

All lab requisitions placed through the HealSoma platform are reviewed and signed by a licensed physician prior to processing, in compliance with applicable state law. This process is handled entirely at the platform level. Affiliates have no involvement in the requisition process, the clinical review process, or any determination regarding appropriate testing for any individual consumer.

1.5 — Purpose of This Structure.

The independent marketing structure, flat-fee compensation model, licensed medical oversight framework, and scope-of-practice restrictions set forth in this Agreement are expressly designed to protect HealSoma, its Medical Director, and all Affiliates from liability under anti-kickback statutes, fee-splitting regulations, and unlicensed practice of medicine laws. All parties agree to operate strictly within the boundaries of this structure at all times.

1.6 — No Medical Professional Representation.

Affiliates shall not represent themselves as medical professionals, clinical providers, or licensed practitioners in connection with their HealSoma affiliation unless they independently hold an active license permitting such representation under the laws of their applicable jurisdiction. A HealSoma affiliate relationship does not confer any clinical authority, credential, or medical status of any kind.

1.4 — Lab Requisition Process.

All lab requisitions placed through the HealSoma platform are reviewed and signed by a licensed physician prior to processing, in compliance with applicable state law. This process is handled entirely at the platform level. Affiliates have no involvement in the requisition process, the clinical review process, or any determination regarding appropriate testing for any individual consumer.

1.5 — Purpose of This Structure.

The independent marketing structure, flat-fee compensation model, licensed medical oversight framework, and scope-of-practice restrictions set forth in this Agreement are expressly designed to protect HealSoma, its Medical Director, and all Affiliates from liability under anti-kickback statutes, fee-splitting regulations, and unlicensed practice of medicine laws. All parties agree to operate strictly within the boundaries of this structure at all times.

1.6 — No Medical Professional Representation.

Affiliates shall not represent themselves as medical professionals, clinical providers, or licensed practitioners in connection with their HealSoma affiliation unless they independently hold an active license permitting such representation under the laws of their applicable jurisdiction. A HealSoma affiliate relationship does not confer any clinical authority, credential, or medical status of any kind.

2. Affiliate Obligations and Prohibited Conduct

2.1 — Permitted Marketing Activities.

Affiliates may:

- Share HealSoma's platform link, marketing materials, and general information about lab testing availability

- Communicate that functional lab testing is available through HealSoma as a direct-to-consumer resource

- Encourage interested individuals to visit HealSoma's platform and explore available options

- Direct consumers to HealSoma's intake process, root cause assessment, or customer support for guidance

2.2 — Prohibited Conduct.

Affiliates are expressly prohibited from:

Recommending, prescribing, or directing specific lab panels to any individual based on their health symptoms, conditions, or history

Interpreting lab results or providing clinical guidance of any kind to consumers

Representing themselves as a HealSoma clinical provider, employee, or agent

Making health claims about specific lab tests or suggesting that any test will diagnose, treat, or cure any condition

Misrepresenting the nature of their relationship with HealSoma in any public or private communication

Making income claims — specific or implied — about the HealSoma Affiliate Program without clearly disclosing that results are not typical and that individual earnings vary

Engaging in spam, unsolicited mass messaging, or any marketing practice that violates applicable law or platform terms of service

Engaging in any conduct that would constitute the unlicensed practice of medicine or healthcare under applicable state law

2.3 — Termination for Cause.

HealSoma reserves the right to terminate any Affiliate's participation immediately and without notice for: (a) violation of any prohibited conduct listed in Section 2.2; (b) making false or misleading income claims about the Program; (c) misrepresenting clinical authority or affiliation with HealSoma; (d) spamming or harassing consumers; (e) any conduct that exposes HealSoma or its Medical Director to legal, regulatory, or reputational risk. Determination of cause is at HealSoma's sole discretion.

2.4 — Licensed Professional Carve-Out.

Affiliates who hold active healthcare licenses (e.g., registered nurses, chiropractors, naturopathic physicians, certified health coaches operating within their scope) may provide services within their own licensed scope of practice to their existing clients independently of this Agreement. However, when directing those clients to HealSoma for lab testing, such Affiliates must still adhere to all restrictions in Section 2.2 and must not represent the lab ordering process as a physician-supervised referral from HealSoma.

3. Compensation Structure

3.1 — Basis for Compensation.

All compensation under this Agreement is paid exclusively upon the completion of a consumer lab order transaction on the HealSoma platform. No compensation is paid for recruiting other Affiliates, for sign-ups, for applications, or for any activity that does not result in a completed, paid lab order. There is no buy-in fee, starter kit, or enrollment cost to participate as an Affiliate.

3.2 — Flat-Fee Structure.

Compensation is a flat marketing fee per completed order, regardless of the type, quantity, or dollar value of labs ordered. This structure ensures that Affiliates have no financial incentive to influence which labs a consumer orders and is a key element of this program's legal and regulatory defensibility.

3.3 — Commission Schedule.

The following flat-fee schedule applies to all completed lab order transactions:

Tier

Tier 1 (Direct)

Tier 2

Tier 3

Tier 4

Tier 5

Tier 6

Relationship

Affiliate's own customer

Sub-affiliate Level 1

Sub-affiliate Level 2

Sub-affiliate Level 3

Sub-affiliate Level 4

Sub-affiliate Level 5

Commission

$20

3.4 — Multi-Tier Structure.

HealSoma operates a six-tier affiliate structure. Affiliates at Tier 1 earn commissions on lab orders they personally refer. Affiliates at Tiers 2 through 6 earn declining flat-fee override commissions on orders generated by sub-affiliates within their network. All commissions at every tier are paid only upon completed consumer lab order transactions. No tier generates compensation from recruitment alone under any circumstance.

3.5 — No Compensation Without Sales.

Affiliates who recruit sub-affiliates earn override commissions only when those sub-affiliates generate completed lab order transactions. Recruitment of sub-affiliates, without resulting lab sales, generates zero compensation at any tier.

3.6 — Payment Terms.

Commissions are processed on a monthly basis via electronic transfer. A minimum balance threshold of $10 must be reached before payment is issued. HealSoma reserves the right to adjust payment terms with 30 days' written notice to active Affiliates.

3.7 — Income Disclaimer.

IMPORTANT: Participation in the HealSoma Affiliate Program does not guarantee any level of income or earnings. Individual results vary significantly based on effort, audience, marketing approach, and other factors outside HealSoma's control. Most Affiliates earn modest supplemental income. HealSoma makes no representations regarding average, typical, or expected earnings. Any income figures referenced in HealSoma's marketing materials represent exceptional results and are not typical. Affiliates must not make specific income claims or earnings projections to prospective sub-affiliates or consumers without clearly disclosing that such results are not typical.

4. Compliance with Law

4.1 — Federal Anti-Kickback Statute.

The federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)) applies to arrangements involving federal healthcare programs including Medicare, Medicaid, and Tricare. HealSoma operates exclusively on a cash-pay basis with no billing to any federal or state healthcare program. Accordingly, the federal Anti-Kickback Statute does not apply to transactions under this Agreement.

4.2 — State Fee-Splitting and Referral Laws.

HealSoma and its Affiliates agree to comply with all applicable state fee-splitting and healthcare referral statutes. The flat-fee, product-tied compensation structure of this Agreement, where payment is made for marketing services and is in no way contingent on the clinical value, volume, or type of labs ordered, is designed to be consistent with state-level marketing fee exemptions and analogous models recognized under applicable law. Affiliates are solely responsible for understanding and complying with the laws of their own jurisdiction.

4.3 — FTC Compliance and Multi-Tier Structure.

This Program is structured as a legitimate multi-tier affiliate marketing arrangement in which all compensation flows exclusively from completed consumer product transactions. No compensation is paid for recruitment at any tier. The six-tier declining commission structure, in which direct sales commissions ($20) substantially exceed all sub-tier override commissions ($1–$5), reflects a program designed to incentivize direct sales rather than recruitment. This structure is designed to be consistent with FTC guidelines distinguishing lawful affiliate marketing programs from pyramid scheme structures.

4.4 — FTC Disclosure Requirements.

Affiliates must clearly and conspicuously disclose their affiliate relationship with HealSoma in any public-facing marketing, social media content, or consumer communication in which HealSoma is promoted. Disclosure must appear before any affiliate link and must be unambiguous. Example acceptable disclosures include: '#ad,' '#affiliate,' 'I earn a commission if you order through my link,' or equivalent language. Non-disclosure of an affiliate relationship in promotional content is a violation of FTC guidelines and grounds for immediate termination from the Program.

4.5 — Affiliate Responsibility.

Each Affiliate is solely responsible for compliance with the laws, regulations, scope-of-practice requirements, and platform terms of service applicable to their own profession, marketing channels, and jurisdiction. HealSoma does not provide legal or regulatory guidance to Affiliates and is not responsible for an Affiliate's failure to comply with applicable law.

5. Intellectual Property and Branding

Affiliates may use only HealSoma-provided marketing materials, logos, and approved copy, and only for the purpose of marketing the HealSoma platform under this Agreement. Affiliates may not alter, modify, or misrepresent HealSoma's branding, claims, or services in any way. Affiliates may not create their own HealSoma-branded materials without prior written approval. Unauthorized use of HealSoma's intellectual property is grounds for immediate termination of this Agreement and may result in legal action.

6. Term and Termination

These Terms are effective upon electronic acceptance and continue on an at-will basis until terminated by either party. Affiliates may withdraw from the Program at any time by providing written notice to HealSoma. HealSoma may terminate any Affiliate's participation at any time with or without cause. Termination for cause as described in Section 2.3 is effective immediately and without notice. Upon termination for any reason, earned and unpaid commissions for completed transactions prior to the termination date will be paid according to the standard payment schedule, provided no outstanding violations exist. HealSoma reserves the right to withhold payment pending investigation of any suspected violation.

7. Representations and Warranties

By accepting these Terms, Affiliate represents and warrants that:

- They are at least 18 years of age and have the legal capacity to enter into this Agreement

- All information provided in their affiliate application is accurate and complete

- They have read, understood, and agree to be bound by all terms and conditions set forth in this Agreement

- They will not engage in any prohibited conduct described in Section 2

- They understand that their role is strictly limited to independent marketing and does not include any clinical function

- They will comply with all applicable FTC disclosure requirements in any public promotion of HealSoma

- They will not make specific income claims or earnings projections to prospective sub-affiliates without the required income disclaimer

- They will promptly notify HealSoma of any change in their licensure status, business entity, or contact information

8. Limitation of Liability and Indemnification

HealSoma shall not be liable for any indirect, incidental, special, punitive, or consequential damages of any kind arising from or related to this Agreement or an Affiliate's participation in the Program, including but not limited to lost profits, lost revenue, or loss of business opportunity.

Affiliate agrees to indemnify, defend, and hold harmless HealSoma, its Medical Director, officers, directors, employees, and successors from any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising from: (a) Affiliate's breach of any provision of this Agreement; (b) Affiliate's violation of any applicable law or regulation; (c) Affiliate's unauthorized clinical conduct or misrepresentation of clinical authority in connection with their marketing activities; (d) Affiliate's false or misleading income claims; or (e) any third-party claim arising from Affiliate's marketing activities.

9. Dispute Resolution and Class Action Waiver

These Terms shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law provisions.

Any dispute, claim, or controversy arising out of or relating to this Agreement or the HealSoma Affiliate Program shall be resolved exclusively through binding individual arbitration administered in Maricopa County, Arizona. The parties waive any right to a jury trial.

CLASS ACTION WAIVER: Affiliate expressly waives any right to bring or participate in any class action, collective action, or representative proceeding arising out of or relating to this Agreement or the Program. All disputes must be brought in an individual capacity only.

10. Modifications to These Terms

HealSoma reserves the right to modify, update, or replace these Terms at any time. Affiliates will be notified of material changes via email or notice posted within the affiliate portal. Continued participation in the Program following the effective date of any update constitutes acceptance of the revised Terms. If an Affiliate does not agree to updated Terms, they must withdraw from the Program prior to the effective date of the change.

11. Entire Agreement and Severability

These Terms constitute the entire agreement between HealSoma and the Affiliate with respect to participation in the HealSoma Affiliate Program and supersede all prior discussions, representations, or agreements on the subject matter herein. If any provision of this Agreement is found to be unenforceable or invalid under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, and all remaining provisions shall continue in full force and effect.

ELECTRONIC ACCEPTANCE REMINDER

By submitting your affiliate application or clicking 'I Agree,' you confirm that you have read and agree to all terms set forth in this Agreement. This electronic acceptance is legally binding. If you do not agree, do not submit an application or participate in the Program.