BRAND PARTNER INDEPENDENT CONTRACTOR AGREEMENT

This Brand Partner Independent Contractor Agreement (“Agreement”) governs participation in the Celara Med Brand Partner program offered by Celara Med LLC (“Celara Med,” “Company,” “we,” “us,” or “our”).

By electronically signing, checking an acceptance box, submitting a Brand Partner application, or otherwise accepting this Agreement, you (“Brand Partner,” “you,” or “your”) acknowledge that you have read, understand, and agree to this Agreement and the Celara Med Policies & Procedures and other program documents incorporated into it.

Brand Partner Relationship

A Celara Med Brand Partner is an independent person or business authorized, while in good standing, to market the Celara Med opportunity and refer or promote products and services made available through approved Celara Med channels.

Brand Partners are independent contractors and are not employees of Celara Med.

Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, franchise, fiduciary relationship, or general agency relationship between Celara Med and a Brand Partner.

You are not authorized to bind Celara Med to any contract, obligation, representation, warranty, debt, or agreement.

You may not represent or imply that you are an employee, officer, medical provider, agent, or authorized corporate spokesperson for Celara Med.

Independent Business Ownership

As an independent contractor, you control the manner and means by which you operate your Brand Partner business, subject to this Agreement, the Policies & Procedures, applicable laws, and Celara Med compliance standards.

You determine whether, when, where, and how much time you devote to your business.

You are responsible for your own business activities, expenses, equipment, Internet access, advertising expenses, licenses, permits, taxes, insurance, and other costs associated with operating your independent business.

Celara Med does not require you to work specific hours, maintain a particular schedule, or meet an employment-style work requirement.

Nothing in the Compensation Plan guarantees that you will earn any particular amount of money.

Eligibility

To participate as a Brand Partner, you must:

• Be at least 18 years of age;
• Have legal capacity to enter into a binding agreement;
• Provide accurate and complete enrollment information;
• Satisfy any identification, tax, payment, or compliance requirements established by Celara Med;
• Comply with applicable federal, state, and local laws; and
• Remain in good standing under this Agreement and the Celara Med Policies & Procedures.

Celara Med may decline, suspend, or terminate participation when reasonably necessary to protect the Company, its customers, medical providers, pharmacies, other Brand Partners, or the integrity of the program.

Enrollment and Brand Partner Membership

Celara Med may charge an enrollment fee and/or recurring Brand Partner membership or technology fee as disclosed during enrollment.

Current fees, promotions, discounts, or enrollment incentives may change from time to time.

A promotional reduction or waiver of an enrollment fee does not change the terms of this Agreement or create any additional right to compensation.

Enrollment fees are separate from compensation eligibility and are not commissions paid to another Brand Partner merely for recruiting or enrolling an individual.

Brand Partners are not required to purchase prescription medications or medical treatment in order to participate in the Brand Partner program.

Brand Partner Account and Replicated Website

Eligible Brand Partners may receive access to Celara Med systems such as a Brand Partner back office, replicated website, referral link, digital resources, training materials, compensation information, marketing tools, or other technology.

These systems remain the property of Celara Med or its licensors.

Your replicated website or referral URL does not give you ownership of the Celara Med website, customer database, software, trademarks, domains, technology, or underlying platform.

Celara Med may modify, replace, suspend, disable, or discontinue platform features when reasonably necessary.

Upon termination or expiration of your Brand Partner relationship, your replicated website, referral link, back-office access, and other Brand Partner privileges may be disabled.

Compensation

Brand Partners may be eligible to earn commissions, bonuses, or other compensation according to the then-current Celara Med Compensation Plan.

Compensation is earned only when the applicable requirements of the Compensation Plan and Policies & Procedures have been satisfied.

Compensation may be based on qualifying customer transactions, organizational volume, or other legitimate criteria established in the Compensation Plan.

No compensation is earned merely for recruiting another person into the Brand Partner program.

Celara Med may correct commission calculations, reverse compensation associated with refunds, chargebacks, fraudulent transactions, canceled transactions, payment disputes, qualification errors, or other adjustments authorized by the Compensation Plan or Policies & Procedures.

The Compensation Plan may be updated prospectively in accordance with applicable law and Company policy.

No Guaranteed Earnings

Participation as a Celara Med Brand Partner involves financial risk and does not guarantee income, profit, commissions, bonuses, customers, business growth, rank advancement, or any other financial result.

Individual results vary substantially and depend on numerous factors, including sales activity, customer demand, experience, skill, effort, expenses, market conditions, and compliance with Company policies.

Celara Med does not promise that a Brand Partner will recover enrollment fees, monthly fees, advertising expenses, business expenses, or any other costs.

Brand Partners must not describe Celara Med as a guaranteed-income opportunity, investment, passive-income program, get-rich-quick program, employment opportunity, or guaranteed business.

Income and Earnings Claims

When discussing the Celara Med opportunity, you may make only truthful, accurate, non-misleading, and properly substantiated earnings representations permitted by Celara Med.

You may not make income claims, lifestyle claims, rank claims, financial projections, hypothetical earnings examples, or representations regarding typical or expected results unless the claim is permitted by Company policy and accompanied by any disclosures Celara Med requires.

Examples of prohibited representations may include claims or implications of:

• Guaranteed income;
• Guaranteed commissions;
• Easy or effortless income;
• Immediate financial success;
• Financial freedom as a typical result;
• Guaranteed replacement of employment income;
• Luxury purchases or lifestyle outcomes represented as typical;
• Specific earnings that are not properly substantiated; or
• Any misleading representation regarding the likelihood or amount of compensation.

When required, you must provide prospects with Celara Med’s current Income Disclosure Statement and other required disclosures.

You may not alter, conceal, contradict, or mischaracterize an Income Disclosure Statement.

Retail Sales and Customer Activity

Celara Med’s Brand Partner program is intended to support genuine customer demand for Celara Med products and services.

Brand Partners are expected to focus their activities on legitimate customer acquisition and product or service referrals rather than enrollment for enrollment’s sake.

Brand Partners must comply with all customer-sales, qualification, and compensation requirements contained in the Compensation Plan and Policies & Procedures.

Fraudulent purchases, fabricated customers, unauthorized accounts, manipulation of sales volume, or purchases intended primarily to manipulate compensation or rank are prohibited.

Medical and Product Claims

Brand Partners are not medical providers merely because they participate in the Celara Med Brand Partner program.

Unless separately licensed and expressly acting in an authorized professional capacity, a Brand Partner may not:

• Diagnose a medical condition;
• Recommend a prescription as medically appropriate for a specific individual;
• Prescribe medication;
• Determine dosage;
• Adjust a customer’s dosage;
• Advise a customer to begin or discontinue prescription treatment;
• Guarantee that a healthcare provider will approve a prescription;
• Represent that a medication is safe or appropriate for every person;
• Make unauthorized disease-treatment or disease-prevention claims; or
• Substitute their opinion for that of a licensed healthcare professional.

All medical eligibility, prescribing, dosage, diagnosis, treatment, and clinical decisions are made by appropriately licensed healthcare professionals.

Brand Partners must direct medical questions to the appropriate clinical/provider channel.

Approved Product Representations

You may only make product, service, wellness, or treatment representations that are truthful, substantiated, legally permissible, and authorized by Celara Med.

You may not exaggerate or modify approved product information.

A personal testimonial does not permit you to make a claim that would otherwise be prohibited.

Statements concerning weight loss, hormones, peptides, prescription medications, sexual wellness, performance, longevity, cognitive health, or other health-related subjects must comply with Celara Med marketing standards and applicable law.

Celara Med may require the removal or correction of any advertising, social media post, video, landing page, text message, email, presentation, testimonial, or other content that the Company reasonably determines may create regulatory, legal, reputational, or compliance risk.

No Independent Prescribing or Pharmacy Representations

Brand Partners may explain the general process by which customers obtain access to Celara Med services using Company-approved materials.

Brand Partners may not represent that Celara Med itself is the prescribing physician or dispensing pharmacy where that is not the case.

Independent healthcare providers determine medical eligibility and prescribing.

Independent pharmacies are responsible for dispensing and pharmacy-related professional services.

Brand Partners may not guarantee provider approval, pharmacy acceptance, medication availability, fulfillment time, or specific treatment outcomes.

Independent Medical Providers and Online Trainers

Celara Med may separately engage or make available healthcare providers, trainers, coaches, educators, fitness professionals, nutrition professionals, or other service providers.

A Brand Partner has no employment, supervisory, agency, ownership, or management relationship with these individuals merely by participating in the Brand Partner program.

Independent healthcare professionals are responsible for clinical care and medical decisions.

Celara Med trainers, fitness professionals, coaches, or educational contributors operate separately from Brand Partners unless Celara Med expressly states otherwise.

A Brand Partner may not direct, supervise, control, or claim authority over a Celara Med medical provider, trainer, coach, employee, contractor, or vendor.

Advertising and Marketing

Brand Partners are responsible for ensuring that their marketing complies with this Agreement, the Policies & Procedures, Company compliance guidance, platform rules, and applicable law.

Celara Med may provide approved marketing materials for Brand Partner use.

Where Company policy requires preapproval, Brand Partners may not create or publish independent advertising using Celara Med names, logos, products, prescription offerings, pricing, medical claims, earnings claims, or business-opportunity claims without approval.

A Brand Partner may not create a website, domain, social-media account, paid advertisement, email identity, business listing, or other property that falsely appears to be an official Celara Med corporate channel.

Marketing must clearly distinguish the Brand Partner’s independent business from Celara Med corporate communications where appropriate.

Social Media

Brand Partners may use social media to promote their business subject to Celara Med policies.

Brand Partners must accurately identify themselves as independent Brand Partners where appropriate and may not falsely present personal pages or accounts as official Celara Med corporate accounts.

Brand Partners are responsible for claims appearing in content they create, share, repost, endorse, or distribute.

Removing a prohibited post after publication does not eliminate responsibility for the original publication.

Celara Med may require prompt modification or removal of noncompliant content.

Replicated Sites and Approved Sales Channels

Brand Partners should direct customers through Company-approved sales and referral channels, including their authorized replicated Celara Med website or other channels specifically approved by Celara Med.

Brand Partners may not independently process prescription orders, collect clinical information outside approved systems, dispense medication, or create unauthorized checkout processes for Celara Med products.

Brand Partners may not alter the clinical workflow, pharmacy process, prescription approval process, or other regulated functions.

Customer Privacy and Confidential Information

Brand Partners may receive access to limited customer, prospect, sales, organizational, or business information as necessary to participate in the program.

Such information may be confidential and may be used only for legitimate Celara Med business purposes.

Brand Partners may not:

• Sell customer or Brand Partner data;
• Download or retain information for unauthorized purposes;
• Share login credentials;
• Publish private customer information;
• Use confidential information to compete unfairly with Celara Med;
• Access information outside their authorization;
• Use customer health information for unauthorized marketing; or
• Disclose confidential information to third parties except as authorized.

Access to information does not create ownership rights in customer, prospect, organizational, or platform data.

Protected Health Information

Brand Partners should not request, collect, store, or transmit protected health information or sensitive medical information unless Celara Med expressly authorizes the activity through an approved system.

Customers should submit medical information directly through the designated clinical, provider, pharmacy, or Celara Med platform.

If a customer voluntarily provides sensitive medical information to a Brand Partner, the Brand Partner should not publicly disclose it and should direct the customer to the appropriate clinical channel.

A Brand Partner is not authorized to access a customer’s medical records simply because the customer was referred through that Brand Partner.

Confidential and Proprietary Business Information

Celara Med’s confidential information may include non-public information concerning:

• Compensation systems;
• Brand Partner organizational information;
• Customer information;
• Sales information;
• Business strategies;
• Vendor and pharmacy relationships;
• Provider relationships;
• Pricing and margin information;
• Technology and software;
• Training systems;
• Marketing strategies;
• Product-development information;
• Internal communications;
• Non-public financial information; and
• Other proprietary business information.

You agree to safeguard confidential information and use it only as authorized for Celara Med business purposes.

These confidentiality obligations survive termination of this Agreement where applicable.

Organizational and Genealogy Information

Brand Partner genealogy, sponsorship structures, organizational reports, downline information, sales reports, commission reports, and similar information made available through Celara Med systems constitute confidential business information.

Access to organizational information is provided solely to support an active Brand Partner’s Celara Med business.

You do not acquire ownership of another Brand Partner, a customer, a downline organization, a sponsorship position, or Celara Med organizational data.

You may not sell, transfer, distribute, publish, copy, scrape, or commercially exploit organizational information except as expressly authorized.

Celara Med Intellectual Property

The Celara Med name, trademarks, logos, designs, product names, graphics, photographs, videos, educational materials, applications, website content, training resources, sales tools, software, and other proprietary materials are owned by Celara Med or used under authorization.

Your Brand Partner status provides only a limited, revocable right to use specifically authorized Celara Med materials for approved Brand Partner activities.

You may not register or claim ownership of Celara Med intellectual property or confusingly similar names, domains, usernames, marks, or branding.

All rights to use Celara Med intellectual property end when this Agreement terminates unless Celara Med gives written permission otherwise.

Mobile Application and Digital Assets

Celara Med may provide a mobile application, digital fitness resources, meal plans, workouts, educational content, community features, videos, images, templates, presentations, training recordings, or other digital assets.

These assets are provided for authorized use and remain subject to Celara Med intellectual-property rights.

You may not extract, duplicate, resell, sublicense, rebrand, white-label, distribute outside authorized channels, or commercially exploit Celara Med digital assets unless expressly permitted in writing.

Training, Webinars, and Live Sessions

Celara Med may provide voluntary or required compliance training, compensation-plan education, product education, onboarding sessions, webinars, Zoom meetings, or other Brand Partner programming.

Participation in training does not create an employment relationship.

Some sessions may be recorded.

By participating in a session after receiving reasonable notice that recording is occurring, you consent to the recording to the extent permitted by applicable law.

Celara Med may use training recordings for internal training, education, compliance, or Brand Partner access.

Testimonials, Photos, and Brand Partner Content

Celara Med will not treat participation in the Brand Partner program alone as unlimited permission to commercially exploit your name, image, or likeness.

If you voluntarily submit a testimonial, photograph, video, success story, interview, or other content to Celara Med for promotional use, you grant Celara Med a nonexclusive, worldwide, royalty-free license to reproduce, edit, display, distribute, and use that submitted content for lawful Company marketing, educational, and promotional purposes, subject to applicable law.

Celara Med may request separate consent where appropriate.

You represent that content you submit does not infringe another person’s rights.

Taxes and Business Expenses

You are responsible for all federal, state, and local taxes arising from your Brand Partner activities and compensation.

Celara Med does not withhold payroll taxes from Brand Partner compensation except where required by law.

Celara Med or an authorized payment provider may issue applicable tax-reporting documents when required by law.

You are responsible for providing accurate taxpayer information and completing any required tax forms.

Celara Med does not provide individual tax advice.

No Benefits

Because Brand Partners are independent contractors and not employees, they are not eligible for employee benefits from Celara Med based solely on their Brand Partner status.

This includes wages, salary, overtime, paid leave, unemployment benefits, workers’ compensation benefits, health insurance, retirement benefits, or other employee benefits, except where applicable law requires otherwise.

Compliance With Laws

You are responsible for conducting your Brand Partner business lawfully.

This includes compliance with applicable advertising, consumer-protection, telemarketing, email, text-messaging, privacy, intellectual-property, healthcare-marketing, tax, and business laws.

You may not instruct another Brand Partner to violate a law or Celara Med policy.

If Company policy is more restrictive than what you believe applicable law allows, you must follow Company policy while participating in the Celara Med program.

Communications With Prospects and Customers

Brand Partners are responsible for obtaining any legally required consent before sending marketing communications.

You may not use deceptive sender information, misleading subject lines, spam, unauthorized automated communications, purchased lists, or other prohibited marketing practices.

Compliance with opt-out requests is required.

Celara Med may prohibit or restrict particular marketing channels if reasonably necessary for legal or compliance reasons.

Prohibited Conduct

Conduct that may result in corrective action or termination includes, without limitation:

• Fraud or dishonesty;
• False earnings claims;
• Unauthorized medical or product claims;
• Falsifying customer information;
• Manipulating compensation or sales volume;
• Creating unauthorized customer or Brand Partner accounts;
• Unauthorized use of another person’s payment information;
• Harassment or threatening conduct;
• Misuse of confidential information;
• Unauthorized access to Company systems;
• Trademark or copyright infringement;
• Misrepresenting your relationship with Celara Med;
• Publicly representing yourself as a healthcare provider when you are not one;
• Interfering with provider or pharmacy decisions;
• Violating advertising or solicitation laws;
• Circumventing Company compliance controls; or
• Material violation of this Agreement or the Policies & Procedures.

Compliance Review and Corrective Action

Celara Med may investigate suspected violations of this Agreement or the Policies & Procedures.

Depending on the circumstances, corrective action may include education, warnings, content removal, suspension of marketing privileges, withholding of disputed commissions while investigated, reversal of improperly generated compensation, temporary account suspension, or termination.

Celara Med will determine appropriate action based on the circumstances and applicable policies.

Nothing requires Celara Med to impose identical corrective action in every situation.

Term and Continuing Participation

This Agreement begins when Celara Med accepts your Brand Partner enrollment and continues while your Brand Partner account remains active and in good standing.

Any applicable membership renewal requirements will be disclosed through the Brand Partner program.

You may discontinue your Brand Partner relationship in accordance with the Policies & Procedures and cancellation procedures provided by Celara Med.

Celara Med may terminate this Agreement as permitted by the Policies & Procedures, this Agreement, or applicable law.

Voluntary Cancellation

You may voluntarily terminate your Brand Partner relationship by providing notice through the cancellation method designated by Celara Med.

Termination ends your right to represent yourself as an active Celara Med Brand Partner and may result in termination of your access to Brand Partner systems, replicated websites, referral links, program benefits, and eligibility for future compensation.

Any amounts properly earned before termination will be handled according to the Compensation Plan, Policies & Procedures, and applicable law.

Effect of Termination

Upon termination or expiration of this Agreement, you must:

• Stop representing yourself as an active Celara Med Brand Partner;
• Stop using Celara Med trademarks except as otherwise legally permitted;
• Stop using Company Brand Partner marketing materials;
• Discontinue unauthorized access to Company systems;
• Protect and return or destroy confidential information when requested; and
• Comply with continuing obligations that survive termination.

You will not remain entitled to future commissions or bonuses generated after termination merely because customers or Brand Partners were previously associated with your organization, except for amounts expressly vested or payable under the Compensation Plan and applicable law.

Brand Partner genealogy, replicated websites, customer systems, and sponsorship structures remain part of the Celara Med program and are not personal property that can be taken, sold, or transferred after termination except as expressly permitted by Company policy.

Enrollment Cancellation Rights

Any statutory right to cancel your initial enrollment will be honored as required by applicable law.

If Celara Med provides a contractual cancellation or refund right beyond what applicable law requires, the applicable enrollment materials or Policies & Procedures will state the terms of that right.

Refund eligibility may exclude the value of services, digital resources, payment-processing costs, or other items where permitted by law and properly disclosed.

This section is intentionally subject to applicable state law because cancellation rights may vary by jurisdiction.

Policies & Procedures

The current Celara Med Policies & Procedures are incorporated into this Agreement by reference.

The Policies & Procedures contain additional requirements governing Brand Partner conduct, compensation, advertising, sponsorship, account transfers, compliance, confidentiality, termination, and other program matters.

If a provision of this Agreement and the Policies & Procedures directly conflict, this Agreement controls unless the more specific document expressly states otherwise.

Celara Med may prospectively modify the Policies & Procedures where permitted by law.

Compensation Plan

The current Celara Med Compensation Plan is incorporated by reference solely with respect to compensation qualifications, calculations, ranks, commissions, bonuses, and related program rules.

Compensation is governed by the version applicable to the qualifying activity at issue.

No oral statement by a Brand Partner modifies the official Compensation Plan.

Income Disclosure Statement

The Celara Med Income Disclosure Statement, when applicable, forms part of the Company’s earnings-claim compliance program.

You agree to use the current Company-approved Income Disclosure Statement whenever required.

You may not alter or selectively present earnings data in a manner that creates a misleading impression.

Governing Law

Except where applicable law requires otherwise, this Agreement will be governed by the laws of the State of California, without regard to conflict-of-law principles.

Non-waivable rights available under the law applicable to a Brand Partner’s jurisdiction are not eliminated by this provision.

Informal Dispute Resolution

Before initiating arbitration, either party must provide written notice describing the dispute and the relief requested and allow the other party a reasonable opportunity to attempt informal resolution.

Notice to Celara Med may be sent to:

support@celaramed.com

The parties agree to participate in the informal process in good faith.

Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Except for claims that cannot lawfully be required to proceed through arbitration and eligible claims brought in small claims court, disputes arising out of or relating to this Agreement, the Brand Partner relationship, the Compensation Plan, or the Policies & Procedures will be resolved through individual binding arbitration administered by the American Arbitration Association (“AAA”).

The arbitration will be administered under the AAA rules applicable to the dispute and the parties’ relationship.

Unless applicable rules or law require otherwise, proceedings may occur remotely by video conference, telephone, document submission, or another method authorized by the arbitrator.

The arbitrator may grant any individual remedy available under applicable law.

Judgment on an arbitration award may be entered in a court having jurisdiction.

Individual Proceedings and Class Action Waiver

To the maximum extent permitted by applicable law, claims subject to arbitration must be brought on an individual basis and not as a class, collective, consolidated, or representative proceeding.

Neither party may act as a class representative or participate as a member of a class in arbitration where an enforceable waiver applies.

This provision does not eliminate rights that cannot lawfully be waived.

Small Claims

Either party may pursue an individual dispute in a court of competent small-claims jurisdiction when the claim qualifies and applicable law permits it.

Jury Trial Waiver

For disputes properly required to be resolved through arbitration, both parties acknowledge that arbitration replaces the right to have those disputes decided by a judge or jury in court.

Severability

If any provision of this Agreement is found invalid or unenforceable, it will be modified or severed to the minimum extent necessary, and the remaining provisions will continue in effect unless applicable law requires otherwise.

No Waiver

Celara Med’s failure to enforce a provision on one occasion does not constitute a continuing waiver of that provision or any other provision.

Assignment

You may not sell, assign, transfer, delegate, or otherwise transfer your Brand Partner account or rights under this Agreement except as expressly permitted by the Policies & Procedures and approved by Celara Med.

Celara Med may assign this Agreement as part of a merger, acquisition, corporate reorganization, sale of assets, or similar transaction, subject to applicable law.

Electronic Communications and Signatures

You consent to transact with Celara Med electronically.

Electronic signatures, checkbox acceptances, digital records, notices, agreements, and other electronic communications may have the same legal effect as paper documents and handwritten signatures to the extent permitted by applicable law.

You are responsible for keeping your email address and other account information current.

Entire Agreement

This Agreement, together with the incorporated Policies & Procedures, Compensation Plan, Income Disclosure Statement, and any other document expressly incorporated into the Brand Partner relationship, constitutes the agreement between you and Celara Med concerning your participation as a Brand Partner.

It supersedes prior oral or written representations concerning the same subject matter.

No Brand Partner has authority to modify this Agreement on behalf of Celara Med.

Survival

Provisions that by their nature should continue after termination will survive, including provisions concerning confidentiality, intellectual property, payment obligations, dispute resolution, organizational information, and restrictions arising from conduct occurring before termination.

Contact Information

Questions regarding this Agreement or Brand Partner compliance may be directed to:

Celara Med LLC
Email: support@celaramed.com
Phone: 866-777-3321

Medical questions should be directed through the appropriate provider or clinical communication channel and should not be submitted to Brand Partner support.

Brand Partner Acknowledgment

By accepting this Agreement, you acknowledge that:

• You are voluntarily joining the Celara Med Brand Partner program;
• You are participating as an independent contractor and not as an employee;
• You have reviewed or have been provided access to the Celara Med Policies & Procedures;
• You understand that earnings are not guaranteed;
• You agree to comply with Celara Med rules regarding earnings claims, product claims, medical claims, marketing, and customer communications;
• You understand that Brand Partners do not control medical providers, prescribing decisions, pharmacies, Celara Med trainers, or other independent service providers;
• You are responsible for your own business expenses and tax obligations; and
• You agree to the terms of this Agreement.

ELECTRONIC ACCEPTANCE OF THIS AGREEMENT CONSTITUTES YOUR SIGNATURE AND YOUR AGREEMENT TO BE LEGALLY BOUND BY ITS TERMS.