This Affiliate Agreement (the “Agreement”) is entered into and effective as of (the “Effective Date”) by and between Millennial Medical Equipment, LLC, a Utah limited liability company with its principal place of business at 825 Industrial Rd, St. George, UT 84770 (“Company,” “we,” or “us”), and Affiliate name, a/an entity type with its principal place of business / address at address (“Affiliate,” “you”). Company and Affiliate are each a “Party” and together the “Parties.”

Company sells forearm crutches and related mobility products. Affiliate operates one or more websites, social-media accounts, or other media channels and wishes to promote Company’s products in exchange for commissions on qualifying sales. Affiliate also agrees that Company may use the content Affiliate creates about Company in Company’s own advertising and marketing — including paid ads that amplify that content — on the terms set out in Section 9, so that promoting Company’s products also helps promote Affiliate and Affiliate’s content. In consideration of the mutual promises below, the Parties agree as follows:

1. Definitions

1. (a) “Tracking Link” means the unique referral link(s) or code(s) provided to Affiliate by or on behalf of Company to attribute sales to Affiliate.
2. (b) “MM Systems” means the tracking, reporting, and attribution systems provided by Company that record referrals and sales generated through the Tracking Link.
3. (c) “Qualifying Sale” means a completed purchase of a pair of crutches by an end customer that (i) is initiated through Affiliate’s Tracking Link, (ii) is recorded as attributable to Affiliate in the MM Systems, and (iii) has not been returned, refunded, canceled, or charged back.
4. (d) “Pair of Crutches” means one matched set of two (2) crutches sold as a single unit. Individual crutches, accessories, tips, parts, or other products do not constitute a pair unless expressly agreed in writing.
5. (e) “Commission” means the amount payable to Affiliate for a Qualifying Sale as set out in Section 4.
6. (f) “Affiliate Content” means any video, photographic, written, audio, or other content that Affiliate creates that features, mentions, or promotes Company or its products, as further described in Section 9.

2. Appointment and Scope

Company appoints Affiliate as a non-exclusive, non-transferable affiliate to promote Company’s crutch products through Affiliate’s approved media channels, solely using the Tracking Link. The appointment is revocable and confers no exclusivity, territory, or minimum-volume rights. Affiliate is free to promote other products, provided Affiliate complies with Sections 7 and 8. Nothing in this Agreement obligates Company to accept, approve, or fulfill any particular order.

3. Tracking Links and Systems

1. (a) Tracking Link(s) will be provided to Affiliate by or through Company. Affiliate must use only the Tracking Link(s) so provided and must not alter, cloak, or generate its own links or codes.
2. (b) All tracking, attribution, and sales reporting will be performed solely within the MM Systems. The records maintained in the MM Systems are the sole and definitive basis for determining whether a sale is a Qualifying Sale and for calculating all Commissions.
3. (c) Affiliate acknowledges that sales not captured by the MM Systems — for any reason, including customer use of ad blockers, cleared cookies, alternate devices, or failure to use the Tracking Link — are not eligible for Commission. Company does not guarantee that every referred sale will be tracked.

4. Commissions

1. (a) Company will pay Affiliate fifteen U.S. dollars ($15.00) for every pair of crutches purchased through Affiliate’s Tracking Link that constitutes a Qualifying Sale, as recorded in the MM Systems.
2. (b) Commissions are earned only on Qualifying Sales. No Commission is payable on taxes, shipping, discounts, non-crutch products, or on any order that is not recorded as attributable to Affiliate in the MM Systems.

5. Returns, Refunds, Cancellations, and Clawback

A Commission is earned only when a sale becomes a Qualifying Sale. If, after a Commission has been calculated or paid, the underlying sale is returned, refunded, canceled, or charged back, the Commission for that sale is not payable (or, if already paid, is subject to clawback). Company may deduct any such amounts from Affiliate’s current or future payouts, or invoice Affiliate for the amount if future payouts are insufficient. Company’s records of returns and refunds are controlling.

6. Payment Terms

1. (a) Company will pay earned Commissions on the 15th day of each calendar month for Qualifying Sales made in the immediately preceding calendar month, net of any returns, refunds, cancellations, chargebacks, and clawbacks under Section 5.
2. (b) Payments will be made by EFT to the account or address Affiliate designates in writing. If the 15th falls on a weekend or U.S. bank holiday, payment will be made on the next business day.
3. (c) Affiliate is responsible for providing accurate payment and tax information (including a completed IRS Form W-9 or W-8, as applicable) before any payment is due. Company may withhold payment until such information is received.
4. (d) Affiliate is solely responsible for all taxes owed on Commissions. Commissions are stated in U.S. dollars.

7. Promotional Conduct and FTC Compliance

1. (a) Affiliate must clearly and conspicuously disclose its material connection to Company in every post or promotion (e.g., “#ad,” “#sponsored,” or “paid partnership”) in compliance with the U.S. FTC Guides Concerning the Use of Endorsements and Testimonials and all applicable advertising laws.
2. (b) Affiliate must not make false, misleading, or unsubstantiated statements about Company or its products, and must not make medical, therapeutic, diagnostic, or health-outcome claims that Company has not approved in writing.
3. (c) Affiliate must comply with the terms, rules, and policies of any platform it uses, and must not use spam, misleading subject lines, incentivized clicks, bots, paid search bidding on Company’s trademarks, or any deceptive or unlawful practice.
4. (d) Affiliate will follow any brand, content, or disclosure guidelines Company provides, and will promptly remove or correct any content upon Company’s reasonable request.

8. Trademarks and Content License to Affiliate

Company grants Affiliate a limited, non-exclusive, revocable, royalty-free license to use Company’s names, logos, product images, and approved marketing materials solely to promote Company’s products under this Agreement. Affiliate acquires no ownership rights. All goodwill inures to Company. This license ends automatically when this Agreement terminates, and Affiliate must then stop using and remove Company’s marks and materials from its channels.

9. License to Use Affiliate Content and Likeness (Advertising and Marketing)

1. (a) Grant of License. Affiliate grants Company a worldwide, non-exclusive, royalty-free, fully paid-up, and sublicensable license to host, reproduce, distribute, publicly display and perform, and edit and adapt for formatting the Affiliate Content — namely the video, written, photographic, audio, or other content Affiliate creates that features, mentions, or promotes Company or its products — for Company’s advertising, marketing, and promotional purposes. This includes the right to (i) run advertising built on or featuring the Affiliate Content and to pay to amplify, boost, or “whitelist” that advertising, and (ii) use, repost, and feature the Affiliate Content on Company’s own website, email, and social-media channels. The purpose of this license is to promote Company’s products and, in doing so, to further promote Affiliate and Affiliate’s content. This license takes effect when the Affiliate Content is created.
2. (b) Name, Image, Likeness, and Voice. Affiliate grants Company a license of the same scope and duration to use Affiliate’s name, handle(s), image, likeness, voice, and biographical information as they appear in the Affiliate Content, solely in connection with the advertising and marketing uses described in subsection (a).
3. (c) Edits and Sublicensing. Company may crop, trim, edit, adapt, combine, translate, caption, and reformat the Affiliate Content as reasonably necessary to present it in different advertising formats and placements. Company may sublicense the rights in this Section to its agencies, advertising platforms, retailers, and marketplace partners solely for the purpose of running the advertising and product listings described above (for example, to serve ads on platforms such as Meta or to list products on marketplaces such as Amazon). Company will not sell or license the Affiliate Content to unrelated third parties for their own purposes unrelated to promoting Company’s products. Company is not required to credit or attribute Affiliate, although it may choose to do so.
4. (d) Duration, Revocation, and Takedown. This license continues after expiration or termination of this Agreement, but it is revocable. Affiliate may revoke the license — in whole, or as to specific items of Affiliate Content — at any time by written notice to Company (a “Revocation Notice”), and Affiliate may likewise request that Company remove or stop using specific Affiliate Content (a “Takedown Request”). Upon receiving a Revocation Notice or Takedown Request, Company will stop making new or further use of the affected Affiliate Content within ten (10) business days, except that Company (i) may complete any advertising placements or paid campaigns that are already scheduled or for which spend has already been committed, and (ii) is not required to recall, delete, or retract copies already distributed, served, published, or reshared where doing so is not reasonably within Company’s control (for example, impressions already delivered or content already cached or reshared by third parties).
5. (e) No Additional Compensation. The Commissions payable under this Agreement are the sole consideration for the licenses granted in this Section. No royalty, residual, or other fee is owed for Company’s use of the Affiliate Content or of Affiliate’s name, image, likeness, or voice within the scope of these licenses.
6. (f) Affiliate Warranties. Affiliate represents and warrants that it owns or controls all rights necessary to grant these licenses; that the Affiliate Content is original to Affiliate or fully cleared; and that Company’s permitted use will not infringe or violate any third party’s intellectual-property, privacy, or publicity rights. Affiliate is responsible for obtaining releases from any other individuals appearing in the Affiliate Content and for clearing any third-party music, footage, or other materials it contains.
7. (g) Non-Exclusive; Ownership Retained. The license is non-exclusive. Affiliate retains ownership of the Affiliate Content and may continue to use and license it to others, provided such use does not disparage Company or its products.

10. Changes to the Agreement and Program

Company may modify this Agreement and any program term — including the Commission rate, Tracking Links, eligible products, and payment terms — at any time upon three (3) days’ prior notice to Affiliate (by email to the address on file or by posting to the affiliate portal). Affiliate’s continued participation in the program after the notice period constitutes acceptance of the change. If Affiliate does not agree, Affiliate’s sole remedy is to terminate under Section 11. A change to program terms does not, by itself, expand Company’s rights in Affiliate Content created before the change; those rights remain governed by Section 9.

11. Term and Termination

1. (a) This Agreement begins on the Effective Date and continues until terminated.
2. (b) Either Party may terminate for convenience upon seven (7) days’ written notice. Company may terminate immediately for Affiliate’s breach of Sections 7 or 8, fraud, or conduct that could harm Company’s reputation or violate law.
3. (c) On termination, all licenses granted to Affiliate end and Affiliate must stop using the Tracking Link and Company’s marks. The license granted to Company under Section 9 survives termination but remains subject to Affiliate’s right of revocation and takedown under Section 9. Company will pay Commissions for Qualifying Sales made before termination on the next regular payment date, subject to Section 5. Sections 5, 7, 9, and 12 through 19 survive termination.

12. Relationship of the Parties

The Parties are independent contractors. Nothing in this Agreement creates any employment, agency, partnership, joint venture, or franchise relationship. Neither Party may bind the other. Affiliate has no authority to make representations or commitments on Company’s behalf.

13. Confidentiality

Each Party will protect the other’s non-public business, technical, and financial information (including Commission rates, reports, and MM Systems data) and use it only to perform this Agreement. This obligation does not apply to information that is public through no fault of the receiving Party or is independently developed.

14. Representations and Warranties

Each Party represents that it has the authority to enter into this Agreement. Affiliate further represents that it will comply with all applicable laws and platform rules, that its channels and content do not and will not infringe third-party rights, and that all information it provides to Company is accurate.

15. Indemnification

Affiliate will indemnify, defend, and hold harmless Company and its officers, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of Affiliate’s promotions, content, use of the Tracking Link, the Affiliate Content, or breach of this Agreement.

16. Limitation of Liability

To the maximum extent permitted by law, neither Party will be liable for indirect, incidental, special, or consequential damages. Company’s total liability under this Agreement will not exceed the total Commissions paid to Affiliate in the three (3) months preceding the event giving rise to the claim.

17. Disclaimer

The affiliate program, Tracking Links, and MM Systems are provided “as is.” Company does not warrant uninterrupted or error-free tracking and is not liable for sales that are not recorded in the MM Systems.

18. Governing Law and Disputes

This Agreement is governed by the laws of the State of Utah, without regard to its conflict-of-laws rules. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Utah for any dispute arising out of or relating to this Agreement.

19. Miscellaneous

1. (a) Entire Agreement. This Agreement is the entire agreement between the Parties on its subject and supersedes all prior discussions.
2. (b) Assignment. Affiliate may not assign this Agreement without Company’s prior written consent; Company may assign it to an affiliate or successor.
3. (c) Severability; Waiver. If any provision is unenforceable, the rest remain in effect. A Party’s failure to enforce a provision is not a waiver.
4. (d) Notices. Notices will be sent to the email or address each Party designates in writing and are effective on delivery.
5. (e) Counterparts; E-Signature. This Agreement may be signed in counterparts and by electronic signature, each of which is an original.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.