SOL-TI BRAND AFFILIATE PROGRAM AGREEMENT Updated: 05/10/2022  BY SUBMITTING AN APPLICATION TO THE BRAND AFFILIATE, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU UNEQUIVOCALLY AGREE TO BE LEGALLY BOUND TO EACH AND EVERY TERM AND CONDITION.  This Brand Affiliate Program Agreement (the “Agreement”) is a legally binding contract between you (“Brand Affiliate”, “you”, or similar terms) and JuiceDelivery, LLC d/b/a/ Sol-ti (“Sol-ti”, “us”, “we”, or similar terms) and applies to your participation in the Sol-ti Brand Affiliate Program (the “Program”).  Any person or entity that participates or attempts to participate in the Program must accept this Agreement without change.  By registering for the Program, you agree to this Agreement.  1. Description of the Program: The Program permits you to monetize your social media user-generated content by placing on your social media profiles (“Your Profiles”) a personalized Brand Affiliate coupon code (“Your Code").  When our customers purchase eligible goods from Sol-ti.com (the “Sol-ti Site”) using Your Code you be eligible to receive a commission for “Qualifying Purchases”, as further described (and subject to the limitations in) Section 3 below. We periodically modify the terms of this Agreement. We may also choose to replace these terms in their entirety if, for example, the Program changes, ends, or becomes part of an existing program, including our partner programs.  If you do not agree to the modification or replacement, you can choose to terminate your participation in the Program. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING ANY CHANGES TO THIS AGREEMENT WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM.  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. You will ensure that the information in your Program application and information otherwise associated, including your email address, mailing address, and other contact information, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.  You can update your information by emailing us at: [email protected]  2. Eligibility To Participate In The Program & Prohibited Activities: You must be at least 18 years of age.  If you are the parent or legal guardian of a person under the age of 18, you represent and warrant that the minor is of legal age to participate in the Program, you are the legal parent or guardian of the minor whose rights are covered by this Agreement, that you have read the terms of this Agreement and consent to the terms herein and you will not revoke your consent. You must have an Instagram account.  You must have a PayPal account.  You must comply with this Agreement to participate in the Program and to receive Commissions. You must promptly provide us with any information that we request to verify your compliance with this Agreement. You must clearly state the following, or any substantially similar statement (the “Disclosure”) on Your Profiles: “As a Sol-ti Brand Affiliate, I earn from qualifying purchases.” You must be kind and respectful to all other Brand Affiliates.  Your Code is for you to post solely in Your Profiles.  Participation in the Program does not grant you any rights to sell Sol-ti items at events of any kind (ex. farmer's markets, etc.) have received the express written permission by us.  Sol-ti will solely determine the discounts that are made available in the Code.   You must not comment with Your Code on any Sol-ti social media posts or channels (i.e. Instagram, Twitter, Facebook, etc.), even if you see another Brand Affiliate doing it. You must not post Your Code in the comments of any posts from Sol-ti wholesale accounts or stores that carry our products. You must not enter into any retail stores that sell Sol-ti goods and share Your Code with customers. DO NOT add Your Code to coupon sites, it’s cheating! We check these sites frequently. Do NOT share the “Refer a Friend” promotion. You will not earn sales from it. The purpose of the Program is to bring new clients to the brand and help spread the Sol-ti movement. Your breach of any of the terms of this Agreement, or any other agreement between you and us, or in connection with the Program (e.g. the PayPal User Agreement, Refersion Terms of Use, Google Terms of Use and Privacy Policy) 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 (and you agree you will not be eligible to receive) any and all Commissions otherwise payable to you under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of Sol-ti to recover damages in excess of this amount.  3. Commissions on Qualifying Purchases: We will pay you a commission with a base amount of no less than 5% of the price paid by the customer and actually received by Sol-ti, before taxes and shipping, on all Qualifying Purchases (your “Commission”). A “Qualifying Purchase” occurs when (i) a customer uses Your Code to purchase eligible goods from the Sol-ti Site; (ii) the customer’s payment is successfully processed.  For example, if a customer uses Your Code to purchase a single order priced at $100.00 USD and Your Code provides the customer with a 15% discount, then once Sol-ti receives that customer’s payment of $85.00 USD ($100.00 less the 15% discount of $15.00), you will be eligible to receive a 5% commission in the amount of $4.25 USD.   From time to time, we like to incentivize our Brand Affiliates by offering increased commission rates for particular periods of time.  For example, we may notify you that for a period of time all Brand Affiliates will earn a 10% Commission on Qualifying Purchases.  Notwithstanding the foregoing, Qualifying Purchases are disqualified and no Commission shall be due whenever (a) they occur in connection with a violation of this Agreement, or any other terms, conditions, specifications, statements, and policies that we may issue from time to time that apply to the Program; (b) any purchases that occur after termination of your Agreement; (c) any order where a cancellation, return, or refund has been initiated; (d) any purchase by a customer who is referred to the Sol-ti Site through any advertisement that you purchased through participation in bidding or auctions on keywords, search terms, or other identifiers that include the word “Sol-ti”, or “Solti”, or any other Sol-ti trademark (or variations or misspellings of any of those words, (e) any purchase by a customer who is referred to the Sol-ti Site by a link that is generated or displayed on a search engine (including Google, Yahoo, Bing, or any other search portal, sponsored advertising service, or other search or referral service, or any site that participates in such search engine’s network); (f) any purchase by a customer who is referred to the Sol-ti Site by a link that sends users indirectly to the Sol-ti Site via an intermediate site, without requiring the customer to click on a link or take some other affirmative action on that intermediate site; (f) any purchase by a customer, where such customer does not comply with the terms and conditions applicable to the Sol-ti Site; or (g) any purchase that is not correctly tracked or reported because the Your Code is not properly formatted or inserted in the Sol-ti Site’s checkout process.  We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Purchases for the purposes of our internal tracking, and creating and distributing your Commissions. We may hold accrued Commissions for a reasonable period of time following any termination of this Agreement to ensure that the correct amount is paid. We will pay Commissions in United States Dollars via PayPal approximately 30 days following the end of each calendar month in which they were earned. You may be permitted to elect to receive payment in a currency other than United States Dollars. If you choose to do so, you agree that the conversion rate will be determined in accordance with PayPal’s operating standards.  You are solely responsible for any PayPal fees, and any and all taxes. We are not responsible for any Commissions that are not received by you due to any suspension or termination of your PayPal account.  Payments made to you, as reduced by all deductions or withholdings described in the Agreement, will constitute full payment and settlement to you of amounts payable under the Agreement. If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent fees payable to you under the Agreement or any other agreement between you and us.  4.  Taxes: We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under this Agreement. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold any amounts otherwise payable to you in connection with the Program until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.  5. Sol-ti Customers: You acknowledge and agree that Sol-ti’s customers do not become your customers by virtue of your participation in the Program. You agree to not handle or address any contact with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with Sol-ti, you will state that those customers must follow contact directions on the Sol-ti Site to address customer service issues at [email protected]. 6. Warranties: You represent, warrant, and covenant that (a) you will participate in the Program in accordance with this Agreement, (b) your participation in the Program, including without limitation, your creation, maintenance, or operation of Your Profile(s) 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, (d) you have independently evaluated the desirability of participating in the 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 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 the Sol-ti Site; (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 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 Program, and we will not be liable for any actions you undertake based on your expectations. 7. Identifying Yourself As A Sol-ti Brand Affiliate: Except for the Disclosure, you will not make any public communication with respect to this Agreement or your participation in the Program without Sol-ti’s express prior written consent. You will not misrepresent or embellish your relationship with us (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 Agreement.  8. Term and Termination: The term of this Agreement will begin upon your submission of the application to join the Program. Either you or we 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 written notice of termination. You can provide termination notice by emailing us at: [email protected]. In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following: (a) you have breached or threaten to breach any part of this Agreement; (b) we believe that we may face potential claims or liability in connection with your participation in the Program; (c) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Program; (d) your participation in the 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 Agreement 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 Program as we generally make it available to participants. 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 2, 4, 5, 6, 7, 8, 9, 10 and 11 of this Agreement will survive the termination of this Agreement. No termination of this Agreement will you of any liability for any breach of, or liability accruing under, this Agreement prior to termination.  9. Disclaimers: THE PROGRAM, THE SOL-TI SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE SOL-TI SITE, ANY COUPON CODES, LINK FORMATS, 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 PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE AND OUR AFFILIATES AND LICENSORS 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. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS 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. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE 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 PROFILES 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, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL 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 PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. By signing up to this program, you will be eligible to get 2 discounts codes at first, you will get one code that you can use to get 30% off your first order, this discount code is valid just for the first time that you purchased, the second discount will be for you to get 20% off any order, you must be logged in into Sol-ti.com in order to be able to use this discount. For both discount codes there is a minimum purchase of $130 or the code will not be valid. Secondly, you will be able to get commissions on Qualifying Purchases, a "Qualifying Purchase" occurs when a customer uses Your Code to purchase products from the Sol-ti website. Your code will provide a 15% discount to the customer that is using Your Code and you will be eligible to receive a 5% commission based on the amount that they spent.  10. Limitations on Liability: Sol-ti’s liability arising out of or related to this agreement shall not exceed the amount of Commissions actually earned by you in the period of twelve (12) months immediately preceding the date on which you present us with a claim arising out of or related to this agreement.   NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL 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 THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE (12) 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.  11. 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 PROFILES (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, SHAREHOLDERS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR PROFILES OR ANY MATERIALS THAT APPEAR ON YOUR PROFILES, INCLUDING THE COMBINATION OF YOUR PROFILES OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR PROFILES OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR PROFILES, (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, OR (E) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.  12. DISPUTE RESOLUTION: This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict of law rules. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in the Southern District of California. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms of Use, including without limitation, access and/or use of the Site and/or Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.  13. Miscellaneous: 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 Profiles, (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. Any information relating to us or any of our affiliates that we provide or make accessible to you in connection with the Program that is not known to the general public or that reasonably should be considered to be confidential is our “Confidential Information” and will remain our 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 your participation 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.  Nothing contained in this Agreement should be understood as granting you any rights in and to any of our trademarks, service marks, logos, or other intellectual property owned by us or by any third party. No delay, failure, or default by us with constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts or God or of nature, strikes other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond our reasonable control, including, without limitation, the interruption or discontinuance of services provided by third parties (e.g. PayPal, Refersion, etc.) in connection with the Program. This Agreement incorporates all the terms and conditions of the Sol-ti Site’s Terms of Use including the Privacy Policy. AFFILIATE may not use personal codes or follower codes or any codes generated by Company for discounts on third-party sites or discount websites that allow discount codes to be submitted and viewed by the public. These are not direct connections to Affiliate and the Company reserves the right to ban Affiliate from the program if codes are found to be submitted on third party sites such as these.  To the extent there is a conflict between the Sol-ti Site’s Terms of Use and this Agreement, the terms of this Agreement shall control. If an Affiliate is not active for more than one month, Sol-ti can use its discretion to remove you from our Affiliate Program. If any portion of this Agreement is found invalid or unenforceable, that portion may be severed from the Agreement and shall not affect the validity of the remainder of the Agreement. This Agreement constitutes the entire agreement and understanding between you and us in connection with the Program, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of this Agreement). If you have any questions, please email [email protected] or call us at (888) SOL-TI11.