AFFILIATE MARKETING AGREEMENT

This Affiliate Marketing Agreement by and between Longevity Fitness Inc., a New York Corporation (the “Company” or “MELT”), and the Affiliate.  Each of Company and Affiliate are a “party” hereunder.

                WHEREAS Company is the proprietary owner and operator of www.meltmethod.com, the MELT Method® and related intellectual property, and sells branded products and services online;

                WHEREAS Company has created a program where third-parties can participate in the sale of such products and services (the “Affiliate Program”); and

                WHEREAS Affiliate wishes to participate in such program.

NOW, THEREFORE, in consideration of the covenants herein contained, the parties hereto, intending to be legally bound, do hereby agree as follows:

1.       Certain Definitions.

(i)            "Affiliate" shall mean the business, individual, or entity a party hereto and participating in the Affiliate Program, or that displays MELT’s Products and Services and/or promotions on the Affiliate Site, using a tracking code provided by Company in exchange for receiving the Commission (as defined herein) from Company for Sales directly resulting from such display.

(ii)           "Affiliate Site" shall mean the Affiliate's website, social media, e-mail or other means approved pursuant to the Affiliate Program which displays or otherwise links to Company’s Products and Services and/or promotions.

(iii)          "Commission" shall mean the amount payable to Affiliate for each Qualified Purchase by a Referred Customer subject to the terms herein.

(iv)          “Commission Threshold” shall mean the amount of Commission an Affiliate must accrue prior to receiving a payment from Company.

(v)           "MELT Products and Services" shall mean the products and services offered by Company that are available for purchase from Company through the Melt Website or other means through the link provided to Affiliate.

(vi)          “MELT Website” shall mean https://www.meltmethod.com/ or other digital platforms  of Company, as determined by Company from time to time.

(vii)         "Qualified Purchase" shall mean a Sale of MELT Products and Services to a Referred Customer through the MELT Website.

(vii)         "Referred Customer" shall mean customers referred from Affiliate through a Link (as defined in Section 2) that provides valid account and billing information.

(viii)        “Sale” shall mean, collectively the occurrence of all of the following: (i) the purchase of MELT Products or Services by a Referred Customer through the MELT Website, (ii) the irrevocable receipt by Company of all amounts due from such purchase, and (iii) the conclusion of all applicable return and refund periods.

2.       Promotion of the Affiliate Relationship

(a)     Use of Links; Marks.  The Company shall provide Affiliate one or more graphic and/or textual links (each a "Link" or collectively, as the "Links"). The Links will serve to identify Affiliate and the Affiliate Site as a member of the Affiliate Program and will establish a link from the Affiliate Website to the MELT Website.  Affiliate agrees to cooperate fully with Company in order to establish and maintain such Links in working order and proper use in accordance with the terms herein and the Affiliate Program. Affiliate’s use of the Links must be in compliance with this Agreement at all times.

Company may modify the Links, MELT Products and Services, and the MELT Website from time to time in its sole discretion. Affiliate shall not use graphic or textual images (indicating a Link) or text messages to promote Company or the Melt Products and Services that are not approved in writing by Company in advance of their posting or release, as applicable. All Affiliate Sites shall display the Links prominently in relevant sections of the Affiliate Website. Any information with respect to Company and/or the Melt Products and Services that are going to be displayed on the Affiliate Site must be approved by Company in writing prior to placement on the Affiliate Site.

(b)     EXCEPT AS PERMITTED HEREIN, AFFILIATE SHALL NOT AND IS NOT AUTHORIZED TO (i) USE THE MELT TRADEMARK, THE NAME OF SUE HITZMANN, MELT NAME OR ANY OF COMPANY’S OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (AS DEFINED HEREIN) (COLLECTIVELY, THE “MELT IP”) (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT COMPANY’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE MELT IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEY WORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF MELT IP ON ANY MEDIUM, INCLUDING, BUT NOT LIMITED TO, THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING.

AFFILIATE’S USE OF MELT IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT AFFILIATE AND THOSE AFFILIATED WITH AFFILIATE, TO CLAIMS FOR DAMAGES, AND THE OBLIGATION TO PAY COMPANY’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH COMPANY SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY MELT IP AND COMPANY’S ASSOCIATED INTELLECTUAL PROPERTY RIGHTS.

(c)     Discounts and Coupons. Affiliate is not allowed to post any refunds, credits or discounts on the Melt Products and Services, or other content concerning Company or the Melt IP without Company’s prior written consent in each instance. Affiliates may only use coupons and discounts that are provided exclusively through the Affiliate Program using banners and links.

(d)     FTC Endorsement Compliance.  It is the intent of Company to treat all of its customers fairly. Accordingly, Affiliate shall comply with applicable laws, regulations and guidelines concerning advertising and marketing, including without limitation, the Federal Trade Commission (FTC) Endorsement Guides, which require that material connections between advertisers and endorsers be disclosed. This means that all Affiliate Sites (e.g. directories, review/rating websites, blogs, and other websites) and any email or collateral that provide an endorsement or assessment of Melt’s Products and Services must prominently disclose the fact that Affiliate receive compensation for Referred Customers.

3.       Data Security.  Affiliate shall company with all applicable data protection laws regarding the holding, access and transmission of data. Affiliate shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data. Affiliate agrees to promptly assist Company in complying with any requests or demands by third-parties or governmental authorities with respect to such data protection laws.

4.       Sales; Order Processing.  Company will process orders placed by Referred Customers who follow the Links from an Affiliate Site to the MELT Website.  Company may reject any orders, in Company’s sole discretion, for any reason.  All aspects of order processing and fulfillment, including MELT Products and Services, cancellation, processing, refunds and payment processing will be Company’s responsibility. Company shall track the Qualified Purchases generated by the Affiliate Site and will make this information available to Affiliate from time to time. To permit accurate tracking, reporting, and commission calculations, Affiliate must ensure that the Links between the Affiliate Website and the MELT Website are property formatted and are working.

5.     Commission. 

(a) Company shall pay a Commission as provided through the applicable program on Refersion.com as directed by Company, and payable as set forth therein, and subject to the terms therein.  Affiliate is not authorized to incur any expenses payable by Company without the prior written consent of Company.

       (b)   Notwithstanding the foregoing:

(i)            Company may withhold payment of initial Commission to Affiliates who are new to the Affiliate Program, or who have Commissions that are potentially fraudulent as determined by Company in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers. 

(ii)           Company may suspend the payment of Commission at any time and indefinitely, if it reasonably suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Referred Customer. Company may cancel and deduct from Affiliate's current and future Commission any and all Commission corresponding to any fraudulent, questionable, and cancelled purchases.

(iii)          Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualified Purchases, or Commission to defraud Company or any violation of the terms of this Agreement constitutes immediate grounds for Company to terminate the Affiliates participation in the Affiliate Program and will result in the forfeiture of any Commission otherwise due to the Affiliate.

(iv)          Affiliate must provide all information requested by Company in connection with this Agreement from time to time, including, but not limited to tax documentation.

Company reserves the right to change the Commission rate as set forth on Refersion.com.

Affiliate acknowledges and agrees that Company may direct Refersion.com, its owners, principals, managers and/or officers with respect to any of the actions herein, including, but not limited to, terminating Affiliates access to Company’s Affiliate Program.

6.       Additional Obligations of Affiliate

(a)     Affiliate is solely responsible for the development, operation, and maintenance of the Affiliate Site and for all materials that appear on the Affiliate Site. Such responsibilities include, but are not limited to, the technical operation of the Affiliate Site and all related equipment; creating and posting product reviews, descriptions, and references on the Affiliate Site and linking those descriptions to the MELT Website; the accuracy of materials posted on the Affiliate Site (including, but not limited to, all materials related to MELT Products and Services); ensuring that materials posted on the Affiliate Site do not violate or infringe upon the rights of Company or any third party and are not libelous or otherwise illegal. The parties agree that Company shall have no liability or responsibility for, or in connection with, the Affiliate Site.

(b)     Affiliate shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages (i.e. SPAM) without prior written consent from Company, to be granted or denied in Company’s sole discretion, in each instance. Additionally, Affiliate may only send emails containing a Link and/or a message regarding Company or Affiliate Program to persons who have previously consented in writing to receiving such communications from Affiliate.

7.       Limited License and Use of MELT Logos and Trademarks.

(a) Subject to the limitations set forth in this Agreement, Company grants Affiliate a limited, non-exclusive, non-transferable, revocable license to (i) access the public facing MELT Website through the Links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such Links, to use the MELT trademark and logo and similar identifying material provided by Company for such use (collectively, the "Licensed Materials"), for the sole purpose of selling MELT Products and Services on the Affiliate Site and as pre-approved in writing by Company.  Affiliate may not alter, modify, or change the Licensed Materials in any way. Affiliate is entitled to use the Licensed Materials during the Term solely while Affiliate is in good standing and in compliance with all of the terms of this Agreement, or otherwise directed in writing by Company.

(b) Affiliate shall not use the Licensed Materials for any purposes other than selling MELT Products and Services, without first submitting a sample to Company and obtaining the express prior written consent of Company in each instance. Affiliate shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays Company, affiliate of Company, or any owners, employee, contractor, representative or agent of Company in a disparaging or otherwise negative light.  Company may revoke Affiliates use of the Licensed Materials at any time, on written notice to Affiliate. If not previously revoked, the license to utilize the Licensed Materials hereunder shall immediately terminate upon the earlier of (x) the termination of the Term, and (y) Affiliate’s participation in the Affiliate Program.

(c)  Affiliate grants to Company a non-exclusive license to utilize Affiliate’s name, title, trademarks,and logos (collectively, the "Affiliate Trademarks"), and images, videos and other content that Affiliate has posted to its social media accounts, website(s), blogs and similar platforms (the “Affiliate Content”) in any Company advertisement or other materials used to promote Company, the MELT Products and Services, and the Affiliate Program, provided that Company’s use of the Affiliate Trademarks and/or the Affiliate Content is not required and is at Company’s sole discretion.  The license for Company to utilize the Affiliate Trademarks and Affiliate Content shall immediately terminate upon the earlier of (x) the termination of the Term, and (y) Affiliate’s participation in the Affiliate Program, provided, however, Company shall not be required to remove or destroy such Affiliate Trademarks or Affiliate Content from its social media, blogs or other electronic postings on any electronic or printed medium that were posted or printed prior the effective date of the termination of the license described in this Section 7(c).

8.       Term and Termination

(a) The term of this Agreement will begin upon Company’s written consent to Affiliates execution of this Agreement and will end when terminated by either party upon written notice to the other party, or otherwise in accordance with the terms of this Agreement (the “Term”).

(b)     Affiliate may earn Commission on Qualified Purchases occurring during the Term. Commission earned prior to the date of termination will be eligible for Commissions only if the applicable Sale is complete within thirty (30) days of the conclusion of the Term.  Company may withhold the final payment of Commission for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by Company in its sole discretion.

(c)     Any Affiliate who violates this Agreement, any additional requirements under the Affiliate Program, or any applicable law will immediately forfeit any right to any and all accrued, but not yet received, Commission and will be immediately removed from the Affiliate Program.

9.       Modification by Company.  Company may modify this Agreement at any time in its sole discretion; provided that the change shall solely apply to events occurring after the date on which Affiliate accepts and agrees to such modifications unless Affiliate otherwise agrees herein. Such modifications shall take effect when posted on the MELT Website. Modifications may include, but are not limited to, changes in the scope of available Commission, commission amounts or percentages, payment procedures, Commission payment schedules, and Affiliate Program rules. If any modification is unacceptable to Affiliate, Affiliate’s sole recourse is to terminate this Agreement.  Affiliate’s continued participation in the Affiliate Program following Company’s posting of any modification on the MELT Website will constitute binding acceptance of the change.

10.    Disclaimers.  Company makes no express or implied warranties or representations with respect to the Affiliate Program or any MELT Products and Services sold through the Affiliate Program or otherwise (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, Company makes no representation that the operation of the MELT Website will be uninterrupted or error free, and the parties agree Company shall not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.

11.    Limitation of Liability.  COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA OF AFFILIATE, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, COMPANY’S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

12.    Indemnification. Affiliate hereby agrees to indemnify and hold harmless Company, its subsidiaries and affiliates, and their respective, managers, directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our Company’s use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant or other term herein by Affiliate, (iii) any claim related to the Affiliate Site, including, without limitation, its development, operation, maintenance and content therein not attributable to Company, (iv) Affiliates negligence or bad faith, or (v) breach of applicable law by Affiliate.

13.    Confidentiality.  Each of the parties hereto agrees that all information provided to the other party including, without limitation, the terms of this Agreement, business and financial information, Company customer and vendor lists, or pricing and sales information (including without limitation commission rates), shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in publicly published materials, (c) generally known to the public, or (d) lawfully obtained from any third party not under any obligation of confidentiality to the disclosure hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) pursuant to a valid subpoena or order issued by a court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal. In the event of such disclosure, the receiving party shall give the disclosing party prior notice before releasing any information unless giving such notice is prohibited.

14.    Independent Investigation.  Affiliate understands that Company may at any time (directly or indirectly) solicit relationships on terms that may differ from those contained in this Agreement. Company may also solicit relationships with entities that operate websites that are similar to or compete with the Affiliate Site. Affiliate has independently evaluated the desirability of participating in the Affiliate Program and is not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

15.    Independent Contractor.  Affiliate’s relationship with the Company will be that of an independent consultant and not that of an employee.  Affiliate’s services are not exclusive to Company, however, Affiliate shall not take any action that is detrimental to Company or otherwise conflicts with the terms herein or the Affiliate Program.  Affiliate shall be responsible for compensating and paying all amounts to its employees and consultants, if any, and making all withholdings in accordance with applicable law.

16.    Personal Services. 

(a)                 All services hereunder shall be provided by Affiliate.  Affiliate agrees not to subcontract       any portion of its services or obligations hereunder, or assign any interest hereunder, without prior written           consent of the Company.

(b)                 Affiliate acknowledges and agrees that Consultant has no authority to enter into contracts or agreements that bind the Company or create obligations on the part of the Company without the prior   written authorization of the Company.

17.    Reserved.

18.    Conflicts with this Agreement.  Affiliate represents and warrants that Affiliate, and each of its owners, principals, managers, officers, employees and contractors, is not under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this Agreement.

19.    Media.  Affiliate shall not speak with or provide any statements or information regarding Company to any media outlet without the written approval of Company.  Affiliate shall direct any media inquiries to the Company, or other person the Company may subsequently designate to receive such inquiries.

20.    Miscellaneous.

(a)  Amendments and Waivers.  Except as otherwise provided herein, including Section __ hereto, this Agreement may not be modified, amended, altered or supplemented except by written agreement between Affiliate and Company. The waiver by the Company of a breach of any provision of this Agreement shall not operate, or be construed, as a waiver of a subsequent breach. The failure of a party to insist upon strict adherence to any provision of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to the provision or any other provision of this Agreement.

(b)  Sole Agreement; Assignment.  This Agreement, including the Affiliate Program, constitutes the entire and sole agreement of the parties hereto and supersedes all oral negotiations and understandings, and prior written agreements with respect to the subject matter hereof. Affiliate may not be delegate or assign this Agreement, in whole or in part, to any other person or entity without the prior written consent of Company.

(c)  Notices.  Any notice or consent required or permitted to be given pursuant to this Agreement shall be in writing and shall be (i) hand delivered, (ii) sent via e-mail, or (iii) sent by nationally recognized overnight courier service, to the other party’s address provided below (as such addresses may be amended from time to time by notice given pursuant hereto). Any notice sent by way of the means described in (i) above shall be deemed to have been given and received on the business day on which it has been personally delivered. Any notice sent by way of the means described in (ii) above shall be deemed to have been given and received on the date on which it was transmitted provided that if such notice has not been transmitted on a business day or it was not transmitted prior to 5:00 p.m. E.S.T. on the business day that it was transmitted, then it shall be deemed to have been given and received on the next business day thereafter. Any notice sent by the means described in (iii) above, shall be deemed to have been given upon delivery or, if not delivered on a business day, the next business day thereafter.              

(d)     Choice of Law.  This Agreement shall be governed in all respects by the substantive laws of the State of New York without regard for conflict of law principles and any cause of action shall only be brought in a court of competent jurisdiction within and/or servicing New York County, New York.  Each party hereby expressly consents to, submits to and acknowledges the personal jurisdiction of the federal and state courts within and/or servicing New York County, New York in connection with this Agreement.

(e)     Severability.  If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.  In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be reformed by a court of competent jurisdiction to the extent strictly necessary to render such provision valid and enforceable when applied to such particular facts or circumstances; and (ii) the validity and enforceability of such provision as applied to any other particular facts or circumstances, and the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby.

(f)       Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

(g)     Survival.  Sections 2(b), 2(d)(3), 5(b), 11, 12, 13, and 20, and all other provisions that by their nature, shall survive the expiration, termination or assignment of this Agreement for any reason.

(h)   Advice of Counsel.  EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.  THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.