HYDROPEPTIDE RETAILER AGREEMENT AFFILIATE PROGRAM
ADDENDUM

This Addendum, when
executed by Hydropeptide and the retailer identified below, is made part and
part of that Retailer Agreement executed by and between the parties. In the
event of any conflict between the terms of this Addendum and the Retailer
Agreement, the terms of this Addendum shall control.

1. Hydropeptide
Affiliate Program

The Hydropeptide Affiliate
Program will enable you to monetize your website, social media user-generated
content, or online software applications (collectively referred to here as your
“Site"), by placing on your Site personalized referral code links
(each, a “Link”) to Hydropeptide. We may make available to you data, images,
text, link formats, widgets, links, marketing content, and other linking tools,
application program interfaces, and other information in conjunction with your
personalized Link.

When customers click
through your Link to purchase products directly from Hydropeptide, you will
receive a referral commission for qualifying purchases. In addition, if your
customers opt in to allow Hydropeptide to directly market our products to them,
you will receive a referral commission on all sales we make to those customers.

2.
Program Compliance Requirements

You must comply with the
terms and conditions set forth in this Agreement to participate in the Hydropeptide
Affiliate Program and receive commissions.

You must promptly provide
us with any information that we request to verify your compliance with this
Agreement.

If you violate this
Agreement, then, in addition to any other rights or remedies available to us,
we reserve the right to permanently (to the extent permitted by applicable law)
withhold any and all comissions otherwise payable to you under this Agreement,
whether or not directly related to such violation without notice and without
prejudice to any right to recover damages in excess of this amount.

3. Hydropeptide
Customers

As between you and Hydropeptide,
all pricing, terms of sale, rules, policies, and operating procedures
concerning customer orders, customer service, and product sales set forth on
the Hydropeptide website will apply to any customers purchasing products on
that website, and may be changed at any time in our sole discretion. Transactions
between customers and Hydropeptide will remain between us and the customers. If
you are contacted by any customers regarding a matter relating to interaction
with Hydropeptide, you will refer those customers back to the contact information
on the Hydropeptide website.

4. Warranties

You represent, warrant, and
covenant that (a) you will participate in the Hydropeptide Affiliate Program
and create, maintain, and operate your Site in accordance with this Agreement,
(b) neither your participation in the Hydropeptide Affiliate Program nor your
creation, maintenance, or operation of your Site will violate any applicable
laws, ordinances, rules, regulations, orders, licenses, permits, guidelines,
codes of practice, industry standards, self-regulatory rules, judgments,
decisions, or other requirements of any governmental authority that has
jurisdiction over you (including all such rules governing communications, data
protection, advertising, and marketing), (c) you are lawfully able to enter
into contracts (e.g. you are not a minor or otherwise legally prevented from
contracting), (d) you have independently evaluated the desirability of
participating in the Hydropeptide Affiliate Program and are not relying on any
representation, guarantee, or statement other than as expressly set forth in
this Agreement, (e) you will not participate in the Hydropeptide Affiliate 
Program if you are the subject of U.S. sanctions or of sanctions consistent
with U.S. law imposed by the governments of the country where you are using any
Service Offering; (f) you will comply with all U.S. export and re-export
restrictions, and applicable non-US export and re-export restrictions
consistent with U.S. law, that may apply to goods, software, technology and
services, and (g) the information you provide in connection with the
Hydropeptide Affiliate Program is accurate and complete at all times. 

We do not make any
representation, warranty, or covenant regarding the amount of traffic or commissions
you can expect at any time in connection with the Hydropeptide Affiliate
Program, and we will not be liable for any actions you undertake based on your
expectations.

5.
Identifying Yourself as an Associate

You must clearly state the
following, or any substantially similar statement expressly allowed under this
Agreement, on your Site or any other location where Hydropeptide  may
authorize your display or other use of our content: “As a Hydropeptide Affiliate,
I earn a referral commission from qualifying purchases.” Except for this
disclosure, you will not make any public communication with respect to this
Agreement or your participation in the Hydropeptide Affiliate Program without
our advance written permission. You will not misrepresent or embellish our
relationship with you (including by expressing or implying that we support,
sponsor, or endorse you), or express or imply any affiliation between us and
you or any other person or entity except as expressly permitted by this
Addendum. You will not publish any Hydropeptide codes on any third party
websites, social media, or other locations (and no referral commission will be
paid on any sales made through any location other than your Site).

6.
Term and Termination

The term of this Agreement
will begin upon your receipt from Hydropeptide of your Link and shall expire
after one (1) year; thereafter, this Agreement may be renewed by the parties
upon mutual agreement, following receipt by Hydropeptide of a request from you
to discuss a renewal in good faith. Either party may terminate this Agreement
at any time, with or without cause (automatically and without recourse to the
courts, if permitted under applicable law), by giving the other party at least
twenty days’ advance written notice of termination. In addition, we may
terminate this Addendum or suspend your account immediately upon written notice
for any of the following: (a) you are in material breach of this Addendum and
you fail to cure such breach within 7 days of our notice to you; (b) we believe
that we may face potential claims or liability in connection with your
participation in the Hydropeptide Affiliate Program; (c) we believe that our
brand or reputation may be tarnished by you or in connection with your
participation in the Hydropeptide Affiliate Program; (d) your participation in
the Hydropeptide Affiliate Program has been used for deceptive, fraudulent or
illegal activity; (e) we believe that we are or may become subject to tax
collection requirements in connection with this Agreement or the activities performed
by either party under this Agreement; (f) we have previously terminated this Addendum
(or suspended your account) with respect to you or other persons that we
determine are affiliated with you or acting in concert with you for any reason,
or (g) we have terminated the Hydropeptide Affiliate Program as we generally
make it available to participants.

We may hold accrued unpaid referral
commissions for a reasonable period of time following termination to ensure
that the correct amount is paid (for example, to account for any cancelations
or returns).

Upon any termination of
this Agreement, all rights and obligations of the parties will be extinguished,
including any and all licenses granted in connection with this Agreement,
except that the rights and obligations of the parties under Sections 3, 4, 5,
6, 7, 8, 10, and 11 of this Addendum, together with any payable but unpaid
payment obligations under this Addendum, will survive the termination of this Addendum.
No termination of this Addendum will relieve either party for any liability for
any breach of, or liability accruing under, this Addendum prior to termination.

7.
Disclaimers

THE HYDROPEPTIDE AFFILIATE 
PROGRAM, THE HYDROPEPTIDE SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE HYDROPEPTIDE
SITE, ANY SPECIAL LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API,
DATA FEED, PRODUCT ADVERTISING CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES,
TRADEMARKS AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA,
IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT
PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN
CONNECTION WITH THE AFFILIATE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”)
ARE PROVIDED “AS IS” AND “AS AVAILABLE”. WE DO NOT MAKE ANY REPRESENTATION OR
WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH
RESPECT TO THE SERVICE OFFERINGS. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO
THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF
DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING,
OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY
SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. WE DO NOT WARRANT THAT THE
SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED,
CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE,
ERROR FREE, OR FREE OF HARMFUL COMPONENTS. WE ARE NOT RESPONSIBLE FOR (A) ANY
ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS,
INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR
ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY
DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION
OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE
SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS
AGREEMENT. FURTHER, WE WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION,
REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE
PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY
INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR
PARTICIPATION IN THE AFFILIATE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF
YOUR PARTICIPATION IN THE HYDROPEPTIDE AFFILIATE PROGRAM. NOTHING IN THIS
SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR
REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8.
Limitations on Liability

WE WILL NOT BE LIABLE FOR
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF
REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE
OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS ADDENDUM WILL
NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN
THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE
TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR
REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE
OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS
PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER
APPLICABLE LAW.

9.
Indemnification

TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY
OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SITE
(INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS
AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND
LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND
REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES,
LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A)
YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING THE COMBINATION
OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES,
(B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING,
PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN
YOUR SITE, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS
AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION
OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), OR
(E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.

10.
Governing Law and Disputes

Any dispute relating in any
way to the Hydropeptide Affiliate Program or this Agreement (including any
actual or alleged breach hereof), any transactions or activities under this
Agreement, or your relationship with us or any of our affiliates will be
subject to the laws of the State of Washington.

11.
Additional Provisions

We may send you emails
relating to the Hydropeptide Affiliate Program from time to time. In addition
we may (a) monitor, record, use, and disclose information about your Site and
users of your Site that we obtain in connection with your display of Links and Hydropeptide
content (for example, that a particular Hydropeptide customer clicked through a
Link from your Site before buying a product on the Hydropeptide Site),(b)
review, monitor, crawl, and otherwise investigate your Site to verify
compliance with this Agreement, and (c) use, reproduce, distribute, and display
your logo and implementation of Hydropeptide content displayed on your Site as
examples of best practices in our educational materials. 

You acknowledge and agree
that (a) we and our affiliates may at any time (directly or indirectly) solicit
traffic on terms that may differ from those contained in this Agreement, (b) we
and our affiliates may at any time (directly or indirectly) operate sites or
applications that are similar to or compete with your Site, (c) our failure to
enforce your strict performance of any provision of this Agreement will not
constitute a waiver of our right to subsequently enforce such provision or any
other provision of this Agreement, and (d) any determinations or updates that
may be made by us, any actions that may be taken by us, and any approvals that
may be given by us under this Agreement can be made, taken, or given in our
sole discretion and are only effective if provided in writing by our authorized
representative.

You may not assign this
Agreement, by operation of law or otherwise, without our express prior written
approval. Subject to that restriction, this Agreement will be binding on, inure
to the benefit of, and be enforceable against the parties and their respective
successors and assigns.

This Agreement
incorporates, and you agree to comply with, the most up-to-date version of all
policies, appendices, specifications, guidelines, schedules, and other rules,
including any updates made thereto from time to time.

Whenever used in this
Agreement, the terms “include(s)", “including”, and “for example” are used
and intended without limitation.

Any information relating to
Hydropeptide that we provide or make accessible to you in connection with the Hydropeptide
Affiliate Program that is not known to the general public or that reasonably
should be considered to be confidential is Hydropeptide’s “Confidential
Information” and will remain Hydropeptide’s exclusive property. You will
use Confidential Information only to the extent reasonably necessary for your
performance under this Agreement and ensure that all persons or entities who
have access to Confidential Information in connection with your account will be
made aware of and will comply with the obligations in this provision. You will
not disclose Confidential Information to any third party (other than your
affiliates bound by confidentiality obligations) and you will take all
reasonable measures to protect the Confidential Information against any use or
disclosure that is not expressly permitted in this Agreement. This restriction
will be in addition to the terms of any confidentiality or non-disclosure
agreement between the parties.

You and we are independent
contractors, and nothing in this Agreement will create any partnership, joint
venture, agency, franchise, sales representative, or employment relationship
between you and us or our respective affiliates. You will have no authority to
make or accept any offers or representations on our or our affiliates’ behalf.
If you authorize, assist, encourage, or facilitate another person or entity to
take any action related to the subject matter of this Agreement, you will be
deemed to have taken the action yourself.

12.
Modification

We reserve the right to
modify any of the terms and conditions contained in this Agreement at any time and
in our sole discretion by posting a change notice, revised Agreement, or
revised Program Policy on the HydropeptideSite or by sending notice of such
modification to you by email to the primary email address then-currently
associated with your Affiliate account. The effective date of such change will
be the date specified, which other than increased Standard Program Fees and
Special Program Fees will be no less than seven calendar days from the date the
notice is provided. YOUR CONTINUED PARTICIPATION IN THE ASSOCIATES PROGRAM
FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF
THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY
RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6.

Promotional codes used in the HydroPeptide Online Partnership program are intended for use by clients or customers of the Affiliate, and are to be promoted only by the Affiliate on their business websites and social media channels. Promotions may not be shared or posted to any coupon, deal, or promotional websites not related to the Affiliate. Sales and conversions, and therefore commissions, related to usage of such sites will be denied. If promotional code is found on deal sites not related to the Affiliate, the promotional code will be deactivated and new promotional code issued to affiliate in its place.

 

 

HydroPeptide's affiliate program is subject
to the Privacy Policy stated on the HydroPeptide Web Site. Read the Privacy
Policy here: https://hydropeptide.com/pages/privacy-policy