This Affiliate Program Operating Agreement (this “Agreement”) is made by and between DermOne Health and Wellness, LLC, a Delaware corporation (“DermOne”), and you, the party submitting an application to become a DermOne affiliate (“Affiliate” or “You”). DermOne and Affiliate are collectively referred to herein as the “Parties,” and each individually as a “Party.” The terms and conditions contained in this Agreement apply to your participation in DermOne’s affiliate program (“Affiliate Program”). Each Affiliate Program offer (an “Offer”) may be for any offering by DermOne or a third party (each such third party a “Client”). By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.

1. Enrollment in the Affiliate Program.

You must submit an Affiliate Program application to DermOne as directed. You must accurately complete the application to become a DermOne affiliate (and provide us with future updates as requested), and not use any aliases or other means to mask your true identity or contact information. After review of your application, DermOne will notify you of your acceptance or rejection to the Affiliate Program within a reasonable amount of time. DermOne may accept or reject your application in our sole discretion for any reason.

2. Obligations of the Parties.

Subject to DermOne’s acceptance of You as an Affiliate and Your continued compliance with the terms and conditions of this Agreement, You and DermOne agree as follows: 1.

• 1. DermOne will make available to You any necessary codes and/or links (collectively, the ” Link”) which You must display on digital media platforms (including, but not limited to any platforms requested by DermOne) owned or controlled by you, or in emails sent by you and clearly identified as coming from you and in online advertisements, if applicable (collectively, “Media”). The Links will serve to identify you as a member of the DermOne Affiliate Program.
• 2. DermOne will pay you at an amount determined by DermOne for each Qualified Action (the “Commission”). A “Qualified Action” means an individual person who: (i) uses your unique, assigned Link; (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person; (iii) is not using pre-populated fields; (iv) is not later determined by DermOne to be fraudulent, incomplete, unqualified or a duplicate; and (vi) is successfully tracked and recorded by our tracking program.
• 3. DermOne will pay you any Commissions earned by You provided that: (i) you complete and return all requested forms and documents, including any requested W9/W8 forms; (ii) You follow all instructions and posting guidelines as provided by DermOne.
• 4. Payment for Commissions may be dependent upon Clients providing such funds to DermOne, and therefore, you agree that DermOne shall only be liable to you for Commissions to the extent that DermOne has received such funds from the Clients. You hereby release DermOne from any claim for Commissions if DermOne has not received such funds from the Clients.
• 5. DermOne shall automatically generate a statement on Your behalf for all Commissions payable under this Agreement and shall remit payment to You based upon that statement. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by DermOne in its sole discretion. In the event that You dispute in good faith any portion of a statement, you must submit that dispute to DermOne in writing and in sufficient detail within thirty (30) days of the date on the statement. If You do not dispute the statement as set forth herein, then You agree that You irrevocably waive any claims arising from or based upon that statement. In the event that You are also tracking Qualified Actions and You claim any discrepancies with Your statement, You must provide DermOne with Your reports and/or records and a written explanation of such reports and/or records within three (3) days after receipt of statement for DermOne’s review. If Your reports and/or records vary by more than 10% with DermOne’s records and if DermOne reasonably determines that You have used generally accepted industry methods to track Qualified Actions, then DermOne and You agree to make a good faith effort to arrive at a reconciliation. If the Parties are unable to arrive at a reconciliation, then DermOne’s numbers shall govern.
• 6. If You have an outstanding balance due to DermOne under this Agreement or any other agreement between You and DermOne, whether or not related to the Affiliate Program, You agree that DermOne may offset any such amounts due to DermOne from amounts payable to You under this Agreement.

2. You also agree to:

• 1. Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
• 2. Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program: (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party, and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability, age, or sexual orientation), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that DermOne informs You that it considers objectionable (collectively, “Objectionable Content”).
• 3. Not make any representations, warranties or other statements concerning DermOne or any Client or any of their respective products or services, except as expressly authorized herein.
• 4. Make sure that your Media does not create the impression that your Media is endorsed by DermOne or Clients unless expressly agreed to by DermOne.
• 5. Comply with all (i) obligations, requirements, guidelines, and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Link.
• 6. Comply with the terms, conditions, guidelines and policies of any third-party services used by You in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.
• 7. Always prominently post and make available to end-users any terms and conditions in connection with any offer set forth by DermOne or Client, or as required by applicable laws regarding such Offers.
• 8. Make sure to not place DermOne ads on any online auction platform (i.e. eBay, Amazon, etc.).

3. Confidentiality.

Except as otherwise provided in this Agreement or with the consent of DermOne, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.

4.  Limited License & Intellectual Property.

DermOne grants you a nonexclusive, nontransferable, revocable right to use the Link and any provided information solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program. You may not alter, modify, manipulate or create derivative works of any DermOne graphics, creative, copy or other materials owned by, or licensed to, DermOne in any way. You are only entitled to use the Link to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime, and for any reason, by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of DermOne’s trademarks, service marks, copyrights, patents or trade secrets, or the intellectual property of any of its affiliated, owned and/or controlled brands. You agree that DermOne may use any photo, video, suggestion, comment or recommendation you choose to post in connection with the Affiliate Program, and your name and likeness in connection therewith, without compensation, for any purpose, in perpetuity. All rights not expressly granted in this Agreement are reserved by DermOne.

5. Termination.

This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Program at any time by written notice. We may terminate your participation in this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Link or providing you with a written notice. Upon termination of your participation in this Agreement for any reason, you will immediately cease all use of all Links, and will cease representing yourself as a DermOne affiliate All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.

6. Remedies.

In addition to any other rights and remedies available to DermOne under this Agreement, DermOne reserves the right to delete any actions submitted through your Link and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) DermOne determines that you have violated this Agreement, (ii) DermOne receives any complaints about your participation in the Affiliate Program which DermOne reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, DermOne reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.

7. Anti-Spam Policy.

You must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). Any emails sent in connection with the Affiliate Program must include the appropriate parties opt-out link. It is solely your obligation to ensure any emails sent by you comply with the Act. You agree not to rely upon DermOne’s approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act based upon DermOne’s approval.

8. Fraud.

You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Link or the generation of Commissions. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through any provide links, or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. DermOne shall make all determinations about fraudulent activity in its sole discretion.

9. Representations and Warranties.

You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, DermOne represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to DermOne’s own business operations or DermOne’s proprietary products or services.

10. Modifications.

In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective immediately after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty. Your continued participation in this Affiliate Program after a change notice has been posted will constitute your acceptance of such change. In addition, DermOne may change, suspend or discontinue any aspect of an Offer or remove, alter, or modify any tags, text, graphic or banner ad in connection with any Offer. Affiliate agrees to promptly implement any request from DermOne.com to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.

11. Independent Investigation.

You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.

12. Indemnification.

Affiliate hereby agrees to indemnify, defend and hold harmless DermOne and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Link, Offers or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (excluding any content provided by DermOne.

13. Disclaimers.

THE AFFILIATE PROGRAM AND LINK, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, DERMONE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. DERMONE DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINK WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. DERMONE EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. DERMONE DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

14. Limitation of Liability.

IN NO EVENT SHALL DERMONE BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINK, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF DERMONE. IN NO EVENT WILL DERMONE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT DERMONE HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. DERMONE’S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY DERMONE IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

15. Governing Law & Miscellaneous.

Affiliate shall be responsible for the payment of all attorney’s fees and expenses incurred by DermOne to enforce the terms of this Agreement. This Agreement contains the entire agreement between DermOne and Affiliate with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that DermOne shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether DermOne “clicks through” or otherwise indicates its acceptance thereof. Affiliate may not assign all or any part of this Agreement without DermOne’s prior written consent. DermOne may assign this Agreement at any time with notice to Affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. Any accrued payment obligations shall survive the termination of this Agreement. All provisions of this Agreement which, by their nature, are intended to survive termination (including but not limited to the indemnity obligations, confidentiality and limitation of liability) will so survive. This Agreement is governed by the laws of the State of Tennessee, excluding its provisions governing conflicts of law, and the courts located in the City of Nashville shall be the exclusive forum for any legal action arising out of or relating to this agreement. Except as set forth in the “Modifications” section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default. By submitting an application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.