Affiliate Agreement

MitaCell Wellness USA, LLC
Affiliate Agreement (Legally Protective Version)
Effective as of: November 23,2025

This Affiliate Agreement (“Agreement”) is made by and between:

MitaCell Wellness USA, LLC, a California limited liability company (“MCW” or “Company”), located at:

150 Paularino Ave, Ste D-170
Costa Mesa, CA 92626

and the individual or entity applying to participate in the MitaCell Affiliate Program (“Affiliate”).

MCW and Affiliate may be referred to collectively as the “Parties” or individually as a “Party.”

1. PURPOSE

This Agreement sets forth the terms under which Affiliate may promote MCW products through referral links, codes, or other approved promotional methods.
This Agreement is designed to:

Ensure Affiliate complies with all applicable laws, including the Federal Trade Commission Act, Food Drug & Cosmetic Act, DSHEA, and CAN-SPAM.
Protect MCW from any liability arising from Affiliate content, representations, or conduct.

2. INDEPENDENT CONTRACTOR STATUS

affiliate is an independent contractor only.
Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

Affiliate has no authority to bind MCW, speak on behalf of MCW, or create obligations for MCW.

3. ENROLLMENT & TERMINATION AT WILL

MCW reserves the right, in its sole discretion, to:

Approve or reject any affiliate application;
Suspend, deactivate, or terminate any Affiliate at any time, with or without cause;
Revoke or freeze commissions pending investigation;
Modify program rules at any time upon notice to Affiliate.

4. COMPLIANCE STANDARDS (MANDATORY)

Affiliate must comply with all of the following at all times:

4.1 FTC ENDORSEMENT GUIDELINES (16 CFR PART 255)

Affiliate must disclose their financial relationship clearly and conspicuously on every promotional communication.

Approved disclosures include:
#ad, #sponsored, “I may earn a commission from this link,” “In paid partnership with MitaCell.”

Disclosures must be:

Placed at the beginning of content;
Spoken aloud in audio or video;
Visible on screen for video content;
Not buried, hidden, minimized, or obscured.

4.2 FDA/DSHEA RESTRICTIONS — PROHIBITED CLAIMS

Affiliate may NOT state or imply that any MCW product:

Diagnoses
Treats
Prevents
Cures
Mitigates

ANY disease or medical condition.

Prohibited references include, but are not limited to:

Cancer
Autoimmune disease
Viral or bacterial infections
Mental health disorders
Cardiovascular disease
Inflammation as a medical condition
Chronic pain
Hormonal imbalance
Gut disorders
Detoxification of toxins
“Fixing DNA”
“Reversing disease”

Affiliate may NOT compare MCW products to:

Drugs
Medical treatments
IV therapy
Prescription medications
Clinical procedures

4.3 BIOAVAILABILITY & TECHNOLOGY REPRESENTATIONS

Affiliate may NOT claim:

“100% absorption”
“Instant bloodstream delivery”
“Near-total bioavailability”
“Clinically proven to cure anything”

Allowed phrasing:
✔ “Formulated with a micelle delivery system designed to support efficient absorption.”
✔ “Supports nutrient uptake.”

4.4 PERSONAL EXPERIENCE & TESTIMONIAL RULES

Affiliate may share personal experience ONLY IF the content:

Does not reference medical conditions;
Does not describe symptom relief;
Does not imply therapeutic outcomes;
Is truthful and non-misleading;
Contains proper FTC disclosure.

MCW reserves the right to demand removal of any content immediately.

4.5 CONTENT REQUIRING PRIOR APPROVAL

Affiliate must obtain written prior approval for:

Protocols
Infographics
Educational materials
Any content mentioning “use cases”
Any content that could imply a medical or therapeutic purpose

Reviews and personal-use comments are allowed, provided they remain FDA/FTC compliant.

4.6 DIGITAL ADVERTISING RESTRICTIONS

Affiliate may NOT:

Bid on MCW brand terms in PPC ads;
Run paid ads implying medical results;
Send unsolicited promotional emails (CAN-SPAM applies);
Use AI-generated medical claims;
Create deceptive or unapproved landing pages.

5. INTELLECTUAL PROPERTY

All MCW trademarks, logos, images, product descriptions, videos, and content are the exclusive property of MCW.
Affiliate may use MCW assets only as provided or approved in writing.

Affiliate may NOT:

Create derivative works;
Alter branding;
Register similar domain names or social handles;
Imply endorsement beyond this program.

6. CONFIDENTIALITY

Affiliate may not disclose:

Non-public business information
Pricing or wholesale data
Unreleased product information
Marketing strategy
Sales data

This clause survives termination.

7. COMMISSIONS

Commissions are governed by the separate Affiliate Program Terms.

MCW may:

Adjust commission rates;
Withhold commissions pending investigation;
Decline commissions earned through prohibited conduct;
Reverse commissions associated with refunds, fraud, or violations.

8. INDEMNIFICATION (FULL PROTECTION)

Affiliate shall indemnify, defend, and hold harmless MCW, its owners, officers, employees, contractors, and affiliates from ANY AND ALL:

Claims
Lawsuits
Government actions
FTC investigations
FDA enforcement
Penalties
Fines
Losses
Costs
Attorneys’ fees

arising from:

Affiliate’s statements, content, marketing, or conduct;
Violation of FDA, FTC, DSHEA, CAN-SPAM, or other laws;
Misrepresentations of any kind;
Breach of this Agreement;
Consumer complaints triggered by Affiliate’s content;
Use of unapproved claims, testimonials, or materials.

MCW retains the exclusive right to choose legal counsel for any such defense.

This obligation survives termination indefinitely.

9. LIMITATION OF LIABILITY

MCW shall not be liable for:

Lost profits
Special damages
Consequential damages
Punitive damages
Emotional distress
Social media or platform penalties
Removal of Affiliate content
Termination from the program

MCW’s maximum liability to Affiliate is limited to undisputed commissions earned and unpaid at the time of dispute.

10. TERMINATION

MCW may terminate Affiliate immediately, without notice, for:

Any prohibited claim;
Any compliance violation;
Any risk to MCW’s reputation or regulatory standing;
Any breach of this Agreement;
Any deceptive or misleading practice;
Any content MCW deems non-compliant.

Upon termination:

All promotional rights cease immediately
All commissions are forfeited
Affiliate must remove all MCW content within 24 hours
Affiliate may no longer represent any relationship with MCW

11. NO MEDICAL ADVICE / NO RELIANCE

Affiliate acknowledges and agrees:

They may not give medical advice.
They may not promote MCW in relation to disease or treatment.
They are not relying on any promise, representation, or statement outside this Agreement.
They are solely responsible for verifying compliance of their content.

12. OPTIONAL PROFESSIONAL LIABILITY

Affiliates offering health-related guidance (e.g., practitioners, coaches) are encouraged to carry their own liability insurance.
MCW assumes no liability for Affiliate’s professional conduct.

13. CHANGES TO TERMS

MCW may modify this Agreement or program rules at any time upon notice to Affiliate.
Continued participation constitutes acceptance.

14. GOVERNING LAW, ARBITRATION & WAIVER OF CLASS ACTIONS

This Agreement shall be governed by the laws of the State of California.

All disputes shall be resolved exclusively by binding arbitration in Orange County, California before a single arbitrator under the AAA Commercial Arbitration Rules.

Affiliate expressly waives:

The right to a jury trial
The right to class actions
The right to class arbitration
The right to participate in representative actions

The arbitration clause is intended to be fully enforceable under Armendariz and applicable California law.

15. SEVERABILITY

If any portion of this Agreement is found unenforceable, the remainder shall remain in full force.

16. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements or discussions relating to its subject matter.