Affiliate Partner Program Agreement (“Partner Program”) 

By clicking on “I Agree” (or a similar box or button) when you sign up to be a Sofia Health Partner or participate in any Partner Program activities, you agree to be bound by the following Partner Program Agreement (the “Agreement”). The Agreement is between you, as partner (“You” or “Partner”), and Sofia Health, LLC (“Sofia Health”). Each of Partner and Sofia Health may be referred to as a “Party”, and together as the “Parties.” You can review the current version of the Agreement at any time at https://www.dropbox.com/scl/fo/5s0n4ps35h8whbsysyuf5/AKpRFIPnVMBL_gkxWCJrcZ8?rlkey=699gx1zbbxm4k3t3aecye7e4o&st=7fm5s4bk&dl=0. Sofia Health reserves the right to update and change the Agreement by posting updates and changes here: https://www.dropbox.com/scl/fo/5s0n4ps35h8whbsysyuf5/AKpRFIPnVMBL_gkxWCJrcZ8?rlkey=699gx1zbbxm4k3t3aecye7e4o&st=7fm5s4bk&dl=0. If a significant change is made, we will provide reasonable notice by email. You are advised to check the Agreement from time to time for any updates or changes that may impact You. Any reference to the Agreement includes any and all terms and documents incorporated by reference.

By agreeing to participate in the Partner Program, You agree with and accept all of the terms and conditions contained in this Agreement, and Sofia Health’s other policies, including but not limited to Sofia Health’s Terms of Service and Privacy Policy. For the avoidance of doubt, all such Sofia Health Policies form part of this Agreement and are incorporated by reference.

1. Partner Responsibilities 

1.1. Marketing Activities 

  1. Partner will bear all costs and expenses related to Partner’s marketing or promotion of Sofia Health or Partner’s products or services associated with Partner’s participation in the Partner Program (collectively, “Partner Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by Sofia Health in its sole discretion.
  2. In no event will Partner engage in any Partner Marketing Activities except as expressly set forth in this Agreement. In conducting all Partner Marketing Activities, Partner will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming.”
  3. Without limiting the generality of Section 1.1.2, Partner will (i) not send any email regarding Sofia Health to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information in any email regarding Sofia Health; and (iii) not imply that such emails are being sent on behalf of Sofia Health.
  4. A Partner will not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to Sofia Health; (ii) use malware, spyware, or any other aggressive advertising or marketing methods in any of its dealings relating to Sofia Health; (iii) make any false, misleading, or disparaging representations or statements with respect to Sofia Health; (iv) solicit any of Sofia Health’s customers to leave Sofia Health; (v) copy, resemble, or mirror the look and feel of Sofia Health’s websites, Sofia Health’s Trademarks (as defined below) or Sofia Health’s services or otherwise misrepresent Partner’s affiliation with Sofia Health; or (vi) engage in any other practices that may adversely affect the credibility or reputation of Sofia Health, including but not limited to, sending email communications or using any website in any manner, or having any content on any website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Sofia Health or the Partner’s services; (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or any illegal or objectionable activities; or (c) violates any intellectual property or other proprietary rights of any third party; or (d) otherwise violates Sofia Health’s Policies, including but not limited to our Acceptable Use Policy.
  5. Anything Partner communicates in marketing or advertising on behalf of a Sofia Health product, service, or opportunity must be true and accurate. Claims that relate to any Sofia Health product, service, or opportunity that are untrue or fraudulent are strictly prohibited. Partner may not claim that any government, person, or entity endorses or supports Sofia Health. Partner may not use the intellectual property of any other person or entity in advertising any Sofia Health product, service, or opportunity.

1.2. Compliance with Laws 

In addition to, and without limiting the provisions of this Agreement, Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules, and regulations.

1.3 Unauthorized and Prohibited Activities 

  1. Partner will not promote or advertise Sofia Health on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites or display any offer code on a public-facing page or through the use of a “click to display” offer code.
  2. Partner will not use its links directly in any pay-per-click advertising.
  3. Partner will not purchase search engine or other pay-per-click keywords (such as Google AdWords), trademarks, or domain names that use the Sofia Health Trademarks (as defined below) or any variations or misspellings thereof that may be deceptively or confusingly similar to the Sofia Health Trademarks.
  4. Partner will not create or participate in any third-party networks or sub-affiliate networks without the express written permission of Sofia Health.
  5. Partner will not use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links.
  6. Partner will not use direct linking to any page on any Sofia Health website, without prior written permission from Sofia Health.
  7. Partner will not mask its referral sites or use deceptive redirecting links.
  8. Partner will not disparage the products or services of any other person or entity, including without limitation the products or services of a competitor of Sofia Health, any other customer or partner of Sofia Health, or Sofia Health itself.

1.4. FTC Guidelines 

  1. The Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Partner Program with Sofia Health, Partner receives compensation for referrals made to Sofia Health. This may establish a “material connection” according to FTC rules, which creates an obligation for the Partner to provide disclosure to consumers.
  2. Full compliance with these guidelines requires, among other things, that (a) Partner clearly and conspicuously disclose that Partner is being compensated for referring customers to Sofia Health; and (b) Partner is not engaged in misleading or deceptive advertising. For further information Partner should refer to the statement released by the FTC regarding these guidelines.

1.5. Other Partner Terms 

  1. Partner must have an active Sofia Health account.  
  2. Partner must have an active PayPal account in which to receive payment of any  Referral Fees. This is the only method by which Sofia Health will pay You the  Referral Fees. If you do not currently have a PayPal account, you can sign up here https://www.paypal.com/us/home.
  3. If the Partner is an individual, You must be the older of (i) 18 years; or (ii) at least the age of majority in the jurisdiction where You reside and from where You carry out Partner activities.
  4. You confirm that You are becoming a Partner for the purposes of carrying on a business activity and not for any personal, household or family purpose.
  5. To become a Partner, Partner must create a Partner Account by providing all information indicated as required. Sofia Health may reject an application for a  Partner Account for any reason, in its sole discretion. Partner acknowledges that  Sofia Health will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Partner Account password secure. Sofia Health cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Partner  Account and password.
  6. Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether  it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner. 
  7. Partner will promptly inform Sofia Health of any information known to Partner that could reasonably lead to a claim, demand or liability of or against Sofia Health by any third party. 
  8. Partner acknowledges and agrees that Sofia Health may amend this Agreement at any time by posting the relevant amended and restated Partner Program  Agreement on the Sofia Health website, available at   https://www.dropbox.com/scl/fo/5s0n4ps35h8whbsysyuf5/AKpRFIPnVMBL_gkxWCJrcZ8?rlkey=699gx1zbbxm4k3t3aecye7e4o&st=7fm5s4bk&dl=0 and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, Sofia Health will provide reasonable notice by email.  Partner’s continued participation in the Sofia Health Partner Program after the amended Partner Program Agreement is posted to Sofia Health’s website constitutes Partner’s agreement to, and acceptance of, the amended Agreement.  If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the Sofia Health Partner Program. 
  9. Partner acknowledges and agrees that Partner’s participation in the Sofia Health Partner Program, including information transmitted to or stored by Sofia Health,  is governed by the Sofia Health Policies found at Sofia Health. 
  10. If Partner’s recruiting efforts include claims related to the potential income a Sofia  Health customer can make, or if You make reference to income You have made,  or if You make reference to any lifestyle opportunities You have because of Sofia  Health, the following guidelines must be adhered to (a) Your statements must be  completely true and accurate and supported by evidence; (b) if You use a  hypothetical scenario, You must clearly label it as a hypothetical scenario; and (c)  Your statements must be accompanied by the Sofia Health Income Disclosure  Statement found at https://www.dropbox.com/scl/fo/5s0n4ps35h8whbsysyuf5/AKpRFIPnVMBL_gkxWCJrcZ8?rlkey=699gx1zbbxm4k3t3aecye7e4o&st=7fm5s4bk&dl=0

2. Referral Fees 

2.1. Payment of Fees 

  1. Upon acceptance into the Partner Program, You will be assigned one unique Partner code that You will use to advertise Sofia Health. When another person (a “Prospect”) signs up with that code, your information will be associated with that account. When the Prospect creates a Sofia Health paid Business account by using Your Partner code, Sofia Health registers a “Sale,” and each such account is a “Sold Account.”
  2. Subject to Partner’s compliance with this Agreement, You will be entitled to a referral fee for each Sold Account that generates a payment to Sofia Health monthly. The referral fee amount is 30% of all fees received by Sofia Health for a Sold Account beyond the free trial (the “Referral Fees”). Payments of any Referral Fees will be made on the 5th of each month following Sofia Health’s receipt of such payments.
  3. Referral Fees are paid only for transactions that actually occur between Sofia Health and a Prospect. If the transaction does not actually occur, or if payment from a Sale is not actually received by Sofia Health, You will not be paid a Referral Fee on the transaction. If a referral does not link or attach to Your Partner account within 30 days from such referral’s subscribing to Sofia Health’s services, such referral will not be deemed Your Sold Account, and You will not be entitled to any Referral Fees from such referral. In order for an account to be linked to your Partner account, a referral must either use your affiliate code directly during initial sign-up or reach out to partners@sofiahealth.com within those first 30 days requesting to be linked. If payment for a Sold Account later results in a refund or charge-back, and if a Referral Fee was paid to You for that Sold Account payment, then the applicable Referral Fee will be deducted from any future Referral Fees. If Sofia Health determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, in addition to Sofia Health’s rights under Section 3.1, no Referral Fees will be paid to You for such Sale, or if such violation or fraud is discovered by Sofia Health after payment, such amounts shall be deducted from any future Referral Fees. A referral may request at any time to be removed from Your Partner Account, and upon such request, You will no longer be entitled to receive any Referral Fees for such referral.
  4. No Referral Fees will be paid on any Sold Account that is an affiliated business of the applicable Partner.
  5. Prospects that are referred to Sofia Health through a customer account that is not a participant in the Partner Program will receive an email notification from Sofia Health inviting them to join the Partner Program. Referral Fees from such referrals will be paid if the customer joins the Partner Program within two (2) months of such notification. If the customer does not join the Partner Program within such two (2) month period, such Referral Fees will be forfeited even if such customer later joins the Partner Program.

2.2. Partner Representations; Taxes 

  1. Partner hereby represents and warrants to Company that You are engaged in an independent business enterprise and that You have complied with all business requirements necessary to operate Partner’s business, if any, such as licensing, tax, and other business operation requirements.
  2. You are responsible for any and all tax liabilities, including without limitation income tax liabilities, that arise from or in any way relate to any Referral Fees You receive from Sofia Health. If You are not a resident of the United States, Sofia Health may withhold tax (including without limitation VAT) where required to by applicable law. Where Sofia Health is required to withhold tax, Sofia Health will document such withholding.

2.3. Inventory Loading/Rebates 

Partner will not be paid any Referral Fees for payments made on Your own User Account(s). Partner is not permitted to open a Sofia Health account under the name of another person or entity, or under a fictitious name. Partner is not permitted to open a Sofia Health account under any name merely for the purpose of obtaining Referral Fees or any other compensation, including without limitation incentives or prizes that may be offered from time to time. Partner may not pay for another person’s account. Partner is not permitted to refer itself or any affiliated business. Partner is not permitted to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to Sofia Health all Referral Fees earned as a result of any such violation.

3. Termination 

3.1. Termination 

  1. Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.
  2. Fraudulent or other unacceptable behavior by Partner, including breach of this Agreement or any Sofia Health Policies, as determined by Sofia Health in its sole discretion, may result in one or more of the following actions being taken by Sofia Health: (a) termination of Your affiliation with Sofia Health in its entirety and termination of all services provided to You; (b) suspension of some or all of Your privileges under the Partner Program; and/or (c) termination of Your Partner account entirely without notice to, or recourse for, You, in which case You shall forfeit all Referral Fees owed to You, either as of the date of termination or thereafter accruing.
  3. At any time that your Sofia Health customer account is cancelled or suspended by either Party, Partner’s participation in the Partner Program shall be automatically terminated and Partner shall no longer be entitled to any further Referral Fees. If Partner later activates a Sofia Health customer account, Partner will be entitled to apply for participation in the Partner Program and to earn Referral Fees on any new Sold Accounts. For the purpose of clarity, Partner will forfeit all Referral Fees from its Sold Accounts prior to such termination.

3.2. Results of Termination 

  1. Upon termination of this Agreement: (a) Partner will immediately cease displaying any Sofia Health Materials (as defined below) or any Sofia Health Trademarks (as defined below) on any website or otherwise; and (b) all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to access the Partner Account and Partner Dashboard, or to receive any payments of Referral Fees under this Agreement, unless otherwise determined by Sofia Health in its sole discretion.
  2. This Section 3.2 and the following Sections will survive any termination or expiration of this Agreement: Section 4.5 (Proprietary Rights of Sofia Health), Section 5 (Confidentiality), Section 6 (Disclaimer of Warranty), Section 7 (Limitation of Liability and Indemnification), and Section 8 (General Provisions). In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.

4. Intellectual Property Rights 

4.1. Sofia Health Materials 

  1. All Sofia Health Materials will be solely created and provided by Sofia Health unless otherwise agreed to by Sofia Health in writing in advance. Sofia Health will provide Partner with copies of, or access to, Sofia Health Materials. By using the Sofia Health Materials, You indicate Your acceptance of our usage guidelines set forth in this Agreement, and You understand that a violation of these guidelines or this Agreement will result in the termination of Your license or permission to use the Sofia Health Materials. The Sofia Health Materials are provided “as is” and without warranty of any kind.
  2. Partner may display Sofia Health Materials on its websites solely for the purpose of marketing and promoting Sofia Health and its products and services during the term of this Agreement, or until such time as Sofia Health may, upon reasonable prior notice, instruct Partner to cease displaying the Sofia Health Materials. Partner may not alter, amend, adapt, or translate the Sofia Health Materials without Sofia Health’s prior written consent. Nothing contained in any Sofia Health Materials will in any way be deemed a representation or warranty of Sofia Health. The Sofia Health Materials will at all times be the sole and exclusive property of Sofia Health, and no rights of ownership will at any time vest with Partner, even in such instances where Partner has been authorized by Sofia Health to make changes or modifications to the Sofia Health Materials.
  3. “Sofia Health Materials” means any marketing or promotional materials relating to Sofia Health or its platform or products, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images, and the Sofia Health Trademarks.

4.2. Sofia Health Trademarks 

  1. During the term of this Agreement, Sofia Health hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to display the Sofia Health Trademarks for the sole purpose of marketing and promoting Sofia Health and its products and services. Partner acknowledges and agrees that: (a) it will use Sofia Health’s Trademarks only as permitted under this Agreement; (b) it will use the Sofia Health Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards, and other requirements prescribed by Sofia Health in writing from time to time; (c) the Sofia Health Trademarks are and will remain the sole property of Sofia Health; (d) nothing in this Agreement will confer on Partner any right of ownership in the Sofia Health Trademarks, and all use thereof by Partner will inure to the benefit of Sofia Health; (e) Partner will not, now or in the future, apply for or contest the validity of any Sofia Health Trademarks; and (f) Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any Sofia Health Trademarks.
  2. “Sofia Health Trademarks” means the trademarks, logos, service marks, and trade names of Sofia Health LLC, whether registered or unregistered, including but not limited to the word mark Sofia Health and the “SH” design.

4.3. Trademark Usage Guidelines

Partner shall only use and visually present the Sofia Health Trademarks as follows. Partner agrees that Your use of the Sofia Health Trademarks in violation of these guidelines will result in automatic termination of Your participation in the Partner Program, this Agreement, and the license and/or permission to use the Sofia Health Trademarks.

  1. Your use must not mislead consumers as to our sponsorship of, affiliation with, or endorsement of your company or your products or services.
  2. The Sofia Health Trademarks are our exclusive property. All goodwill that results from Your use of the Sofia Health Trademarks will be solely to our benefit. You will not take any action that is at odds with our rights or ownership of the Sofia Health Trademarks.
  3. The Sofia Health Trademarks must be used in a respectful manner. The Sofia Health Trademarks may not be used in a way that harms us, our products or services, or in a manner which, in our opinion, lessens or otherwise damages our reputation or the goodwill in our brand assets. You may not associate the Sofia Health Trademarks or any other of our brand assets with any illicit or illegal activities or use them in a way that is deceptive or harmful.
  4. You may use the Sofia Health mark to advertise Sofia Health in your non-paid advertising. Any time You use the Sofia Health mark, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for Sofia Health. Whether Your use of Sofia Health is confusing will be determined by Sofia Health in Sofia Health’s sole and absolute discretion.
  5. You must plainly display (i.e., not in a link, or in small font) the following disclaimer in any website, social media site, email, and/or other communication or media You choose to use: I am not an employee, agent, or representative of Sofia Health, LLC. Sofia Health does not in any way endorse my products or services. I am an independent Sofia Health Partner and I receive referral payments from Sofia Health in this role. All opinions expressed herein are my own and are not official statements of Sofia Health or any party affiliated with Sofia Health.

4.4. Restrictions on Partner’s Use of the Sofia Health Trademarks 

Notwithstanding Section 4.1, Partner will not: 

  1. Use the Sofia Health Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media, or domain name (including without limitation top-level domains, sub-domains, and page URLs), products or services (including without limitation, in the name or design of any application or theme), unless granted express written permission by Sofia Health in advance of each use; or
  2. Purchase or register search engine or other pay-per-click keywords (such as Google AdWords), trademarks, email addresses, or domain names that use the Sofia Health Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Sofia Health Trademarks.

4.5. Proprietary Rights of Sofia Health 

As between Partner and Sofia Health, the Sofia Health Materials, Sofia Health Trademarks, all information relating to Sofia Health products and services, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Sofia Health or otherwise related to Sofia Health services, the Partner Program, together with all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Sofia Health Property”), will be and remain the sole and exclusive property of Sofia Health. To the extent, if any, that ownership of any Sofia Health Property does not automatically vest in Sofia Health by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Sofia Health, upon the creation thereof, all rights, title, and interest Partner may have in and to such Sofia Health Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present, and future violations thereof.

5. Confidentiality 

5.1 Definition 

“Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses, and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Sofia Health and Partner, any information related to a Sofia Health customer or other partner is the Confidential Information of Sofia Health.

5.2 Covenants

Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement, including this Section 5. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure, or use of any such Confidential Information, other than (i) by or to its employees, agents, and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove: (A) was already in the public domain or was already known by or in the possession of the receiving Party at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.

6. Disclaimer of Warranty 

The Sofia Health Partner Program, the Sofia Health products and services, the Sofia Health Trademarks, and the Sofia Health Materials are provided “as-is.” Sofia Health makes no warranties under this Agreement, and Sofia Health expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement, or fitness for a particular purpose. Without limiting the foregoing, Sofia Health further disclaims all representations and warranties, express or implied, that the Sofia Health products and services, the Sofia Health Trademarks, or the Sofia Health Materials satisfy all of Partner’s requirements and/or will be uninterrupted, error-free, or free from harmful components.

7. Limitation of Liability and Indemnification 

7.1. Limitation of Liability 

Sofia Health will have no liability with respect to the Sofia Health Partner Program, the Sofia Health products and services, the Sofia Health Trademarks, the Sofia Health Materials, or Sofia Health’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data, or other intangible losses resulting in any way from Sofia Health products and services, the Sofia Health Trademarks, the Sofia Health Materials, or Partner’s participation or inability to participate in the Sofia Health Partner Program, even if Sofia Health has been advised of the possibility of such damages. In any event, Sofia Health’s liability to Partner under this Agreement for any reason will be limited to the Referral Fees paid to Partner by Sofia Health during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The foregoing limitations will apply to the fullest extent permitted by applicable law.

7.2. Partner Indemnification 

Partner agrees to indemnify, defend, and hold harmless Sofia Health and the directors, managers, officers, owners, employees, subcontractors, and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt, or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of:

(a) Partner’s breach of any representation, warranty, obligation, or covenant under this Agreement;
(b) Partner’s negligence or willful misconduct;
(c) any warranty, condition, representation, indemnity, or guarantee relating to Sofia Health granted by Partner to any third party;
(d) Partner’s breach of any term of this Agreement or the Sofia Health Policies (including any documents it incorporates by reference);
(e) any third-party claim that Partner’s products or services infringe the intellectual property or other rights of a third party;
(f) Partner’s taxes, including any audits or penalties related thereto;
(g) the performance, non-performance, or improper performance of Partner’s products or services; and
(h) Partner’s non-compliance or violation of any applicable laws, rules, or regulations, including the FTC guidelines.

7.3. Notice of Indemnification 

In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Partner with written notice of any claim that the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner will control such defense and all negotiations relative to the settlement of any such claim. Furthermore, in settling any claim, Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

8. General provisions 

8.1. Force Majeure 

Sofia Health will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, pandemics, electrical or power outages, utilities or other telecommunications failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

8.2. Independent Contractors 

The Parties to this Agreement are independent contractors. Neither Party is an agent, employee, representative, or related entity of the other Party. Neither Sofia Health nor the Partner will have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement will not be interpreted or construed to create an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

8.3. Non-Exclusivity 

Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.

8.4. Notice

Any notice, approval, request, authorization, direction, or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes:

(a) on the delivery date if delivered personally or by email to Partner’s email address listed in the Partner Account and to partners@sofiahealth.com;
(b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or
(c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid.

Notice will be sent to the Partner at the address provided in the Partner Account and to Sofia Health at 322 Culver Blvd #v400, Playa del Rey, CA 90293, Attention: Legal Department.

8.5. No Waiver 

The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement, or to exercise any right under this Agreement, will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance. Such provisions and rights will remain in full force and effect. Each waiver must be set forth in a written instrument signed by the waiving Party.

8.6. Entire Agreement 

This Agreement, including all Sofia Health Policies listed on SofiaHealth.com, any completed application form, and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, constitutes the entire agreement between the Parties and supersedes any and all prior agreements, written or oral, regarding the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Sofia Health nor the Partner will be bound by, and each Party specifically objects to, any term, condition, or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

8.7. Assignment 

All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and their respective heirs, successors, permitted assigns, and legal representatives. Sofia Health may assign this Agreement without notice to or consent from the Partner. The Partner does not have the right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without Sofia Health’s prior written consent, which may be given or withheld at Sofia Health’s sole discretion.

8.8. Applicable Laws 

This Agreement will be governed by and interpreted in accordance with the laws of the State of California, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Orange County, California, and the appellate courts having jurisdiction over appeals from such courts with respect to any dispute or claim arising out of or in connection with this Agreement.

8.9. Competitive or Similar Materials 

Sofia Health is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products, or services that are competitive with Partner’s products or services, provided that Sofia Health does not use Partner’s Confidential Information in so doing.

8.10. Modifications to this Agreement 

Sofia Health may modify this Agreement (including any Sofia Health Policies) at any time by posting a revised version on the Sofia Health website or by otherwise notifying Partner in accordance with Section 8.4. By continuing to participate in the Partner Program after the effective date of any modifications to this Agreement, Partner agrees to be bound by the modified terms. It is Partner’s responsibility to check the Sofia Health website regularly for modifications to this Agreement. The date of the most recent modification will be listed at the end of this Agreement.

8.11. Language 

All communications and notices made or given pursuant to this Agreement must be in the English language. If a translation of the English language version of this Agreement is provided, the English language version will control in the event of any conflict.

8.12. Non-exclusive remedies 

In the event of any breach or threatened breach by Partner of any provision of this Agreement, in addition to all other rights and remedies available to Sofia Health under this Agreement and under applicable law, Sofia Health will have the right to: (a) Immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security; (b) Immediately terminate this Agreement and Partner’s access to the Partner Program; (c) Receive a prompt refund of all amounts paid to Partner under this Agreement; and(d) Be indemnified for any losses, damages or liability incurred by Sofia Health in connection with such violation, in accordance with the provisions of Section 7.

8.13. Severability

If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.

8.14. Sofia Health Right to Monitor 

Sofia Health has the right, but not the obligation, to monitor or investigate any Partner website and Your use of Sofia Health products or services at any time for compliance with this Agreement or the Sofia Health Policies. Our determination of whether a violation of any of these terms has occurred will be final and binding and any action taken with respect to enforcing this Agreement or any other terms, including taking no action at all, will be at our sole discretion.

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