PHARM TABLE 360, LLC.
AFFILIATE TERMS AND CONDITIONS AGREEMENT

This Affiliate Terms and Conditions Agreement (the "Agreement") is a legally binding agreement between you ("You") and PharmTable 360, LLC. (on behalf of itself and its affiliates) (collectively, "Pharm Table") and is effective on the date You accept the terms and conditions of this Agreement as set forth herein (the "Effective Date").

BY CLICKING ON THE "ACCEPT" BUTTON AND/OR PARTICIPATING IN THE PHARM TABLE AFFILIATE PROGRAM (THE "AFFILIATE PROGRAM"), YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS SET FORTH HEREIN, DO NOT CLICK THE "ACCEPT" BUTTON OR PARTICIPATE IN THE AFFILIATE PROGRAM.
1. Eligibility. To be eligible to be a Pharm Table affiliate (“Affiliate”), You must be a health and wellness practitioner that has been approved by Pharm Table, and Your practice and website must not and, during the term of this Agreement, shall not, as determined by Pharm Table in its sole discretion: (a) infringe on Pharm Table’s, any other third party's intellectual property, publicity, or privacy rights; (b) violate any law or regulation; (c) contain any false or misleading information; (d) operate or utilize a website or e-mail link to websites that contain or promote, any of these types of content: libelous, defamatory, obscene, abusive, violent, bigoted, hate-oriented, illegal, cracking, hacking or warez, content targeted at children, or the offer of any illegal good or service, or link to a website(s) that do so; (e) promote discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age; (f) engage in spamming, indiscriminate advertising or unsolicited commercial e-mail; (g) be based outside of the United States (unless You receive prior written approval from Pharm Table; and/or (h) engage in any illegal activity of any type, including but not limited to displaying illegal content on Your website or offering any illegal good or service through Your website. You remain solely responsible for all content on Your website.

2. True and Complete Information. You represent and warrant that all information that You provided in connection with becoming an Affiliate of Pharm Table is true and complete. You further agree to maintain and promptly update such information to keep it accurate. If Pharm Table determines or has reason to believe that any information provided by You is not true and/or complete, You shall indemnify Pharm Table in accordance with Section 14 below and Pharm Table may immediately terminate Your participation with respect to the Pharm Table website if such breach also constitutes a breach of Section 1 above.

3. Content Usage Restrictions. You represent and warrant that You shall not, except as specifically provided for pursuant to the Affiliate Program: (i) copy or display any Pharm Table Content (as hereinafter defined); (ii) modify, adapt, translate or create derivative works based on the Pharm Table Content; (iii) remove, erase, or tamper with any copyright or other proprietary notices in any copy of any of the Pharm Table Content; (iv) sell, market, license, sublicense, distribute, disclose or otherwise grant to any person any right or interest in the Pharm Table Content; (v) buy or bid on any of the trademarks owned by Pharm Table (“Pharm Table Trademarks), or variations of the Pharm Table Trademarks, on any search engine or site; or (vi) take any action which may cause deception, confusion or otherwise blurs, tarnishes or dilutes the quality of the Pharm Table Content or the Pharm Table Trademarks or other intellectual property or the goodwill associated therewith, all as shall be determined by Pharm Table. For any search functionality on Your site using the Pharm Table Trademarks, (a) Pharm Table Links must always appear at the top of the list, (b) any Link that contains “Pharm Table” in the title must connect the user directly back to the Pharm Table website, and (c) such Link must be supplied to You by Pharm Table. You agree to use the Pharm Table Content exactly in the form provided to You pursuant to the Affiliate Program. Upon termination of this Agreement, for any reason, You shall immediately cease using, displaying or otherwise maintaining any interest in the Pharm Table Content. For purposes of this Agreement "Pharm Table Content" means any and all trademarks, service marks, logos and other content which Pharm Table makes available to You in connection with the Affiliate Program, including, but not limited to, banners, buttons, or other display advertisements created and furnished by Pharm Table. Such Pharm Table Content may be owned by Pharm Table or licensed to Pharm Table by a third party, including Pharm Table 360, LLC. You agree that You do not and will not (i) use or in any way exploit, any information, software, photos, video, text, graphics, music, sounds, ideas, recipes, articles, content and other materials of Pharm Table, other than the Pharm Table Content, alone or in connection with any other content, including Pharm Table Content and (ii) include any trademark of Pharm Table, or a variant or misspelling of a trademark of Pharm Table, in any domain name.

4. Links to Pharm Table Website. You may not place Pharm Table Content, or Internet connections to the Pharm Table website or website content (“Links”) (i) in newsgroups, message boards, chatrooms, blogs, social media outlets or similar forums (collectively, "Forums"); (ii) in pop-up, pop-under or similar ads delivered by third-party software applications; (iii) in unsolicited e-mail or other types of spam, banner networks, counters, guestbooks, IRC channels or through similar Internet resources; (iv) on web pages that also provide or feature Forums; (v) or in e-mails, newsletters or anywhere other than on Your website; and (vi) You may not embed or include such Pharm Table Content or Links in software applications (such as toolbars); except, in each case, You receive Pharm Table’s prior written permission. You must place Links such that it is unlikely that the Links will mislead the visitor, and such that it is reasonably likely that the Links will deliver bona fide transactions by the visitor to Pharm Table from the applicable internet link. You shall not cause any transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, hidden frames, JavaScript popup windows, redirects or clicking on Links. You shall not establish or cause to be established any promotion that allows third parties ("Sub-Affiliates") to place Pharm Table Content or Links on their websites, in their e-mails or other advertisements, unless You receive Pharm Table's prior written permission. You shall be responsible for ensuring that each Sub-Affiliate meets Pharm Table eligibility requirements (as established from time to time), is bound by and complies with Affiliate duties (and where stated Sub-Affiliate duties) as specified in this Agreement, and for payment of payouts due to Sub-Affiliate that shall accrue. You shall indemnify Pharm Table for all acts of Your Sub-Affiliates without limitation.

5. User Data. You hereby represent, warrant and covenant to Pharm Table that You will not (i) disclose, sell, rent or otherwise make available any User Data (as hereinafter defined) to any third party, or (ii) use any User Data to target, promote or advertise the products, services or offerings of any third party, unless such targeting adheres to the following aggregation principles: (a) User Data must be aggregated with data of at least three (3) other Affiliate clients in a broadly defined general content provider category that is not limited to any particular industry or profession, such that it would be impossible for any third party to determine that data related to Pharm Table, its users or a provider of healh and wellness services is included in such aggregated data and (b) User Data shall not comprise more than 25% of such aggregated data. The term “User Data” means any data You collect or obtain about any and all users who purchase a Pharm Table offering or subscription via Your participation in the Affiliate Program. Notwithstanding the foregoing, nothing set forth herein shall prevent You from using User Data You receive in connection with this Agreement to: (i) apply loyalties to the accounts of users making eligible purchases from Pharm Table and (ii) conduct aggregate analysis of usage of Your own website.

6. Property Ownership Rights. You agree and acknowledge that Pharm Table retains all rights, title and interest in and to all property rights embodied in or associated with the Pharm Table Content. You represent and warrant that You will not take any action or assist any third party to take action challenging, contesting or otherwise inconsistent with Pharm Table's ownership of the Pharm Table Content and any goodwill and benefits accruing from the use of such Pharm Table Content will automatically vest in Pharm Table.

7. Operation and Maintenance of the Pharm Table Web Site. You acknowledge and agree that Pharm Table may accept or reject, in its sole and absolute discretion, all subscriptions from customers placed on or through the Pharm Table website. You further acknowledge and agree that (i) You do not have any authority to make or accept any offer or commitment on behalf of Pharm Table, (ii) Pharm Table cannot, and does not, guarantee the availability and accessibility of the Pharm Table website, and (iii) Pharm Table is solely responsible for all pricing, subscription processing, online fulfillment, cancellation, refunds and all other aspects of the Pharm Table website and its products and offerings. All personal information obtained from customers on the Pharm Table website shall be the exclusive property of Pharm Table.

8. Privacy Policy. You must maintain a privacy policy which shall clearly and accurately describe the information collection and use practices of Your website, including but not limited to, the type of information collected, how the information is collected and used, and with whom the information is shared. You will also describe any information that is collected on Your website by any third party. Your website must have a prominent link to Your privacy policy which You hereby represent is, and shall remain for the term of this Agreement, consistent with best practices in the industry and the terms set forth in this Agreement.

9. Public Announcement. You may not mention Pharm Table in a press release or other public statement (other than the banners, buttons, or other display advertisements created and furnished by Pharm Table) unless You have received prior written approval from Pharm Table.

10. Representations and Warranties. You hereby represent and warrant to Pharm Table that: (i) You have duly and validly executed this Agreement and it constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms; (ii) the execution, delivery, and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (a) any provision of law, rule, or regulation to which You are subject, (b) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (c) any provision of Your by-laws or certificate of incorporation if applicable, or (d) any agreement or other instrument applicable to You or binding upon Your assets or properties; (iii) no consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby; and (v) there is no pending or material threatened claim, action, or proceeding against You, or any subsidiary or affiliate of Yours, with respect to the execution, delivery or consummation of this Agreement, or with respect to Your trademarks, and there is no basis for any such claim, action, or proceeding.

11. Payments. Pharm Table agrees to pay to You the amount set forth in the Affiliate Program Terms as provided to you by Pharm Table (“Program Terms”), which fee may be changed from time to time by Pharm Table by changing the Program Terms with seven (7) days notice for a change in the fee amount, for each successful execution or billing of a paid subscription (excluding execution or billing of automatic renewal or other recurring billing of a subscription) to the Pharm Table offering purchased by any Affiliate end user who (a) Clicks on a Link and subsequently subscribes to the commissionable action as specified in the Pharm Table Program Terms through the Pharm Table website no later than the later of 30 days or upon accumulation of $100 after such Click (as such time period may be adjusted by Pharm Table from time to time), (b) has not clicked on a hypertext link to the Pharm Table website from another website operated by Pharm Table, another affiliate or any other third party after last Clicking on Your Link during such thirty (30) day period, and (c) has not, within the six (6) months prior to such end user’s last Click on Your Link, been a subscriber to a Pharm Table offering. For purposes of this Agreement, "Clicks" means the occurrence of an end user clicking on a Link. Pharm Table shall not pay You for any transactions made directly by You or Your agents using Your own Links. Pharm Table will not pay you any commission for which amounts are refunded under our 100% money back guarantee within the first week.

12. Responsibility for Affiliate URLs. You will be solely responsible for the development, operation, and maintenance of all URLs that are linked to the Pharm Table website and for all materials that appear on such URLs. You acknowledge and agree that You shall be responsible for complying with the terms hereof..

13. No Joint and Several Liability. You acknowledge and agree that neither Pharm Table, its subsidiaries, parents, other affiliates, directors, officers, employees, agents, successors or assigns (collectively, the "Pharm Table Parties"), shall be liable to any party, including You, for any claim, liability, suit, action, judgment, loss, costs, expenses or other damages related to or in connection with Your website(s) and/or any content or other information displayed or contained thereon, including but not limited to, claims of infringement. Without limiting the generality of the proceeding sentence, You acknowledge and agree that, notwithstanding any provision in any agreement between Pharm Table and You to the contrary, including but not limited to any provision imposing joint and several liability on Pharm Table, None of the Pharm Table Parties shall be liable to You or any of its subsidiaries, parents, other affiliates, directors, officers, employees, agents, successors or assigns for any claims for indemnification, contribution or otherwise.

14. Affiliate Indemnification. You, at Your expense, shall indemnify, defend and hold harmless, Pharm Table against any claim, suit, action, judgment, liability, loss, cost, expenses and other damages, including, without limitation, reasonable attorney's fees, based upon or in connection with (i) any breach or alleged breach of Your representations and warranties hereunder, (ii) the failure to comply with or perform any obligation or agreement of You hereunder, or (iii) Your website(s) and/or any content or other materials displayed or contained thereon, including, but not limited to, claims of infringement.

15. Term of the Agreement. This Agreement shall begin on the Effective Date and shall terminate on the date You are no longer an Affiliate of Pharm Table pursuant to the Affiliate Program.

16. Termination. You or Pharm Table may terminate this Agreement at any time and for any reason upon seven (7) days written notice (e-mail or other electronic communication will suffice) with effect from the 8th day from such notice. Pharm Table may terminate this Agreement immediately, without notice, if Pharm Table determines, in its sole discretion, that You have breached Your obligations pursuant to Section 1. In addition, Pharm Table may terminate this Agreement, in its sole discretion, immediately upon written notice (e-mail or other electronic communication will suffice) if: (a) You have failed to comply with or have breached Section 3, 4 or 5 ; (b) Pharm Table believes in good faith that You or Your Sub-Affiliate is harming, blurring or tarnishing the Pharm Table brand, any other trademark, service mark or trade name owned or licensed by Pharm Table or Pharm Table’s reputation; (c) Pharm Table believes in good faith that Your or Your Sub-Affiliate’s actions or one or more of Your or Your Sub-Affiliate’s websites is causing or would cause Pharm Table to be in breach of its contractual obligations with third parties.

17. Modification of Agreement. Pharm Table reserves the right to modify this Agreement upon no less than seven (7) days notice to You. Pharm Table may modify this Agreement by creating a new Program Term with a modified Agreement attached. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. IN ORDER TO CONTINUE YOUR PARTICIPATION AS AN AFFILIATE YOU MUST ACCEPT NEW PROGRAM TERMS WITH NEW TERMS AND CONDITIONS FOR THIS AGREEMENT.

18. LIMITATION OF DAMAGES. PHARM TABLE WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF REVENUE OR PROFITS ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF PHARM TABLE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, PHARM TABLE’'S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM WILL IN NO EVENT EXCEED THE TOTAL REVENUE SHARE PAID OR PAYABLE BY PHARM TABLE TO YOU UNDER THE AFFILIATE PROGRAM DURING THE IMMEDIATELY PRECEDING 12 MONTH PERIOD PRIOR TO THE DATE SUCH LIABILITY AROSE.

19. WARRANTY DISCLAIMER. PHARM TABLE MAKES NO WARRANTIES, REPRESENTATIONS, GUARANTEES, OR CONDITIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. IN PARTICULAR, Pharm Table MAKES NO REPRESENTATION THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERUPTED OR ERROR-FREE.

20. Independent Contractors. Pharm Table and You are independent contractors and nothing in this Agreement or the Affiliate Program is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship.

21. Governing Law. This Agreement is governed by and in accordance with the substantive laws of the State of Texas. Any lawsuit relating to this Agreement must be brought in the federal or state courts located in Bexar County, Texas.

22. Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreement.

23. Assignment. You may not assign any of its rights or delegate any of its obligations under this Agreement, by operation of law or otherwise, without Pharm Table's prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

24. Waiver. Pharm Table's failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

25. Entire Agreement. This Agreement, along with any applicable Program Terms that You accept represents the complete agreement and understanding between the parties, and supersedes any other oral or written communications or understandings between the parties regarding the subject matter hereof. No amendment or modification to this Agreement will be binding upon Pharm Table unless agreed to by an authorized representative of Pharm Table.