AFFILIATE MARKETING CAMPAIGN TERMS & CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCEPTING THEM. THESE TERMS AND CONDITIONS CREATE A CONTRACT BETWEEN YOU AND METABOLIC MEALS LLC. CONTINUED PARTICIPATION IN THE PROGRAM WILL BE DEEMED AN ACCEPTANCE OF THESE TERMS.

Thank you for agreeing to participate in Metabolic Meals LLC’s (the “Company,” “we,” or “us”) affiliate marketing campaign (the “Campaign”). We are looking forward to working with you. These Terms & Conditions (“Terms”) set forth a legally binding agreement between you and the Company and govern your participation in the Campaign.
By clicking accept or agree to these Terms when this option is made available to you, you accept and agree to be bound by these Terms. We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued participation in the Campaign is your acceptance of the revised and updated Terms. You can review the most current version of these Terms at any time at www.mymetabolicmeals.com. If you do not agree to any of these Terms, you must immediately stop your participation in the Campaign.
1. Term; Exclusivity.
(a) This Agreement is effective from the date you accept and agree to be bound by these Terms and continues until terminated in accordance with Section 11, below (“Term”).
(b) During the Term, you agree to not, directly or indirectly, publish social media Posts for the following competitors: Factor 75, Trifecta, Territory Foods, Fresh N Lean, Bistro MD, MegaFit Meals, Flexpro Meals, CookUnity, Fresh Meal Plan, Icon Meals.
2. Social Media Posts. During the Term, you agree to publish certain social media posts (“Posts”). We will provide you with the necessary briefing materials, so you can create Posts that achieve the goals of the Campaign (the “Campaign Materials”). All Posts will meet the following requirements:
(a) Your Posts must comply with the Federal Trade Commission’s (the “FTC”) Guides Concerning Endorsements and Testimonials (“Endorsement Guides”), for which we provide you a link in Exhibit A. You agree to participate in any training we require on our Social Media Endorsement Policy which is designed to ensure compliance with the Endorsement Guides. You must clearly and conspicuously disclose your “material connection” with us, making it clear that you are a paid influencer and may have received free products. You must place the disclosure in plain sight in close proximity to any audio or visual communications that you make about us, our brands, and our products. You may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. We require this disclosure regardless of any space limitations of the platform (like Twitter), where you can use hashtags for the disclosure (like #ad or #sponsored). We will provide suggested language for posts which you may, but are required to, use. If a platform does not allow for a clear and conspicuous disclosure, you should not use that platform.
(b) Although we want your Posts to be authentic, your Posts should only include factual statements about us and our products which you know for certain are true and that we can prove or verify. In the Campaign Materials, we will provide you with a list of verified factual statements that you may use in your Posts. Your Posts should also rely on the Campaign Materials to accurately use our trademarks, describe the Campaign, and describe our products.
(c) Your Posts will reflect your own honest opinions, beliefs, and experiences.
(d) Your Posts will be original and created solely by you.
(e) Your Posts will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.
(f) Your Posts will not include any person, or personally identifiable information about anyone, other than you unless you receive our prior written approval and have the persons at issue sign a release provided by us.
(g) Your Posts will comply with the rules of the applicable social media platforms.
(h) Your Posts will comply with our standards of conduct set out in Exhibit A and any other policies we provide you.
(i) Your Posts will comply with all applicable laws, rules, and regulations.
3. Schedule. With respect to each Post due during the Term, you will publish each Post on a timely basis and at least once every 30 days.
4. Monitoring Posts. You understand that we will be monitoring your Posts for compliance with this Agreement. We have the right to address noncompliant Posts by any taking any of the following actions alone or in combination:
(a) Requiring you to fix the Post.
(b) Fixing the Post ourselves or through one of our agencies.
(c) Withholding payment of the Commission.
(d) Terminating your participation under Paragraph 11(a) for a material breach.
5. Ownership; Grant of Rights.
You will own and retain all right, title, and interest in and to the Posts, subject to the license granted to us in this paragraph. We will own and retain all right, title, and interest in and to all derivative works of the Posts made by us, or by any third party for our benefit subject to your rights in the underlying Posts. You hereby grant to us and our affiliates, and each of our respective direct and indirect licensees, successors, and assigns, an exclusive, perpetual, irrevocable, freely transferable and sub licensable, fully paid-up and royalty-free right and license to use the Posts, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known and existing or hereafter discovered or developed, throughout the universe, for all or any purposes whatsoever. For purposes of clarity and without limiting the foregoing, you agree that this license gives us the right: (a) to modify, edit, combine with other materials, translate, include in collective works, and otherwise create derivative works of the Posts; and (b) to reproduce, perform (publicly or otherwise), display (publicly or otherwise), and transmit the Posts, including any derivative works of the Posts, in whole or in part.
6. Use of Your Name, Likeness, and Information. You hereby grant to the Company the right to use your name, image, likeness, and biographical, professional, and other identifying information (including information provided by you from time to time) (collectively, “Likeness”) in connection with the Campaign, the Posts, and any derivative works we make from the Posts, including to advertise and promote the same or any product that features or includes the Posts or a derivative work of a Post, in whole or in part. You waive the right to inspect or approve any use of your Likeness as contemplated in this Agreement.
7. Payment. We will pay you a commission of a certain percentage of your net sales (the “Commission”) as follows:
First sale with your promotional code: 20%
Subsequent sales with your promotional code: 3%
We will pay the approved commissions for the previous month in 2 installments on 15th and 30th of each month. In the case that the 15th or 30th falls on a weekend, payments will be issued on the next available business day. As used herein, “net sales” means the total purchase price of sales attributed to your promotional code less (i) shipping costs, (ii) taxes, and (iii) discounts and/or promotions provided by the Company at the time of sale.
8. Confidentiality. You understand that you may be exposed to information about the Company’s products advertising campaign, marketing strategies, and ideas that may not have been disclosed to the public (collectively, the “Confidential Information”). You agree to maintain the confidentiality of all Confidential Information disclosed to you (or which otherwise becomes available to you) in connection with the Campaign, and will hold all Confidential Information in strict confidence. You further agree to refrain from disclosing or using Confidential Information for any purpose other than participating in the Campaign. The obligation to maintain the confidentiality of Confidential Information shall survive termination and continue for two years.
9. Representations and Warranties. You represent and warrant that you are not a member of SAG-AFTRA. By providing the Posts to us, you represent and warrant that the Posts:
(a) are your sole and original creation;
(b) have not been, and prior to our publication of them will not be, published or otherwise made publicly available, in whole or in part;
(c) are not libelous or otherwise defamatory;
(d) do not, and our use or them will not, infringe or otherwise violate any right of any third party, including any copyright, trademark, patent, trade secret, or other intellectual property right, or any right of publicity or privacy; and
(e) will not be sent in bulk via email (spamming).
10. Indemnification. You agree to indemnify, defend, and hold harmless the Company and our affiliates, and our and their respective officers, directors, employees, agents, successors, and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs, and expenses, including attorneys’ fees and disbursements, arising from or relating to any material breach by you of your representations, warranties, or other obligations hereunder.
11. Termination.
(a) You may terminate this Agreement if we commit a material breach of this Agreement and fail to cure the breach with 10 days of receiving notice of the breach from you. We may terminate this Agreement if you commit a material breach of this Agreement and fail to cure the breach with 48 hours of receiving notice of the breach from us. We may terminate this Agreement immediately on written notice to you if you materially breach this agreement two times within a two-week period. To avoid any doubt, failure of a Post to comply with the requirements of Section 2 is a material breach.
(b) The Company may terminate this Agreement immediately on written notice to you if you:
(i) commit or are alleged to have committed any criminal act or other act involving moral turpitude, drugs, or felonious activities; or
(ii) commit any act or become involved in any situation or occurrence which brings you into public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon us or reduces the commercial value of our association with you; or
(iii) information becomes public about your having, in the past, so conducted yourself as in (i) or (ii).
(c) Either party may terminate this Agreement for no reason with 30 days’ prior written notice.
12. Relationship of the Parties.
(a) You understand that you are an independent contractor of the Company, and this Agreement does not create any association, partnership, joint venture, employee, or agency relationship between you and us for any purpose. You have no authority (and will not hold yourself out as having authority) to bind us and will not make any agreements or representations on our behalf without our prior written consent.
(b) We are not responsible for withholding or paying any income, payroll, Social Security, or other taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on your behalf. You are solely responsible for all such taxes and contributions, including penalties and interest. You are not eligible under this Agreement to participate in any of our employee benefits, such as time off, medical, profit sharing, or retirement benefits.
13. Miscellaneous.
(a) This Agreement is personal to you. You will not assign or otherwise transfer any of your rights, or delegate, subcontract, or otherwise transfer any of your obligations or performance, under this Agreement. Any attempt to assign, delegate, or transfer in violation of this paragraph is void. We may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
(b) This Agreement is governed by and construed in accordance with the laws of Missouri without giving effect to any conflict of laws provisions that would result in the application of the laws of a different jurisdiction. Each party agrees to institute any legal suit, action, or proceeding arising out of this Agreement or the Posts in the federal or state courts in each case located in St. Louis County, Missouri.
(c) If any provision of this agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this agreement will continue in full force and effect. This agreement contains the entire agreement between you and the Company and supersedes any oral or written statements made by or to you in connection with the Campaign and the Posts. This agreement may not be modified except by a written agreement that is signed by an authorized representative of the Company.

EXHIBIT A
Standards of Conduct
With respect to promotional messages, photos, or other communications made on social media platforms about the Company and our products, all influencers must adhere to the following standards:
· You must comply with the FTC’s Guides Concerning Endorsements and Testimonials (https://www.ecfr.gov/current/title-16/chapter-I/subchapter-B/part-255), including making:
· statements that reflect your honest beliefs, opinions, and experiences; and
· clear and conspicuous disclosure about your connection to us in all of your posts.
· To better understand your responsibilities under the Endorsement Guides, you must review:
· The FTC’s Endorsement Guides: What People Are Asking (https://www.ftc.gov/business-guidance/resources/ftcs-endorsement-guides-what-people-are-asking).
· FTC: The Do’s and Don’ts for Social Media Influencers (https://www.ftc.gov/news-events/news/press-releases/2017/09/csgo-lotto-owners-settle-ftcs-first-ever-complaint-against-individual-social-media-influencers).
· FTC: Disclosures 101 for Social Media Influencers (https://www.ftc.gov/business-guidance/resources/disclosures-101-social-media-influencers).
· FTC: Do you endorse things on social media? (https://www.ftc.gov/media/71405).
· You may not:
· make deceptive or misleading claims about our products or our competitors’ products or services;
· make any claims about our products or our competitors’ products that are not backed up by evidence;
· disclose any of our confidential information;
· disparage us or our brands, products, or services;
· engage in any communication that is defamatory or infringes upon the copyright, trademark, privacy, publicity, or other intellectual property rights of others;
· offer for sale or solicit products on behalf of the Company;
· make offensive comments that have the purpose or effect of creating an intimidating or hostile environment;
· post content that promotes bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;
· use ethnic slurs, personal insults, obscenity, or other offensive language; and
· make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving the Company’s consumers or other individuals.
· You must adhere to:
· the posted policies, guidelines, and terms of use on any platform on which you post content on behalf of the Company, understanding that any these platforms’ disclosure requirements about your connection to us do not necessarily satisfy FTC disclosure requirements; and
· any additional guidelines provided by the Company, such as product-specific program requirements and our Social Media Endorsement Policy.
· You must not create fake followers or engagement on social media platforms, such as:
· buying followers;
· using bots to grow audience size by automating account creation, following, commenting, and liking; or
· post fake sponsored content.

METABOLIC MEALS PRIVACY POLICY

Metabolic Meals (the “Company”) is committed to safeguarding your online privacy with respect to the personally identifiable information that we may obtain from you at the http://www.mymetabolicmeals.com web site (our “Web Site”). Our Privacy Policy (“Privacy Policy”) answers frequently asked questions about your online privacy, including what personally identifiable information we may obtain from you and how it will be used and protected. The Company may from time to time change this Privacy Policy, so please check back periodically.

NOTICE TO CALIFORNIA RESIDENTS – YOUR PRIVACY RIGHTS

If you are a California resident, California Civil Code Section 1798.83 permits you to request information regarding the disclosure of your personal information by the Company to a third party for the third party’s direct marketing purposes. To make such a request, please send an e-mail to [email protected] to the attention of the Privacy Manager or write us at Metabolic Meals, LLC, 464 Bussen Underground Road, St. Louis, Missouri, 63129, Attention: Privacy Manager.

DO WE SELL OR RENT YOUR PERSONALLY IDENTIFIABLE INFORMATION?

No, as a general rule, we do not sell or rent your personally identifiable information to anyone. If and whenever we intend to share your personally identifiable information with a third party (other than to a business partner as provided herein), you will be notified at the time of data collection or transfer, and you will have the option of not permitting the transfer. However, we may from time to time rent or sell demographic information in the aggregate that does not contain your personally identifiable information.

DO WE PROVIDE YOUR PERSONALLY IDENTIFIABLE INFORMATION TO THIRD PARTIES FOR THE PURPOSE OF THE THIRD PARTIES’ DIRECT MARKETING?

No, the Company will not disclose personal information to third parties for the third parties’ direct marketing purposes unless you first affirmatively agree to that disclosure, or if you have exercised an option that prevents that information from being disclosed to third parties for their direct marketing purposes. “Direct marketing purposes” means the use of personal information to solicit or induce a purchase, rental, lease, or exchange of products, goods, property or services directly to individuals by means of the mail, telephone, or electronic mail for their personal, family, or household purposes. “Direct marketing purposes” does not include the use of personal information (a) by bona fide tax exempt charitable or religious organizations to solicit charitable contributions; (b) to raise funds from and communicate with individuals regarding politics and government; (c) by a third party when the third party receives personal information solely as a consequence of having obtained for consideration permanent ownership of accounts that might contain personal information; or (d) by a third party when the third party receives personal information solely as a consequence of a single transaction where, as a part of the transaction, personal information had to be disclosed in order to effectuate the transaction.

WHAT PERSONALLY IDENTIFIABLE INFORMATION DO WE OBTAIN FROM YOU? WHEN DO WE OBTAIN SUCH INFORMATION?

If, upon visiting our Web Site, your use is limited to browsing our informational content, we will not require that you provide us with any personally identifiable information. However, we may request personal information from you at other times. For example:

If you join a plan through our Web Site, we may ask that you provide us with certain personal information, including your name, credit card number, expiration date, e-mail address, mailing address and telephone number. Your credit card information will be transferred to authorize.net for processing. Authorize.net (as discussed in more detail below) employs a variety of security and risk management technologies to facilitate secure online transactions and to protect your credit information. You can find more information about authorize.net at www. Authorize.net.
If you post to our discussion forums, we will ask that you provide us with your name, e-mail address and password.
If you want to enter any sweepstakes, contests or promotions sponsored by us or by one of our business partners, we will need your name, e-mail address and other information as may be required by the rules of the specific contest.
If you choose to participate in a customer survey conducted by us or by one of our business partners, we may ask for your name, e-mail address and other information as may be required by the particular survey.
If you report a problem or submit a customer review, we will ask that you provide your name, e-mail address, membership number, address, phone number and fax number. Should you contact us for any reason other than to report a problem and/or submit a review, we may also keep a record and/or copy of your correspondence with us.


HOW DO WE PROTECT THE SECURITY AND QUALITY OF YOUR PERSONAL INFORMATION?

To protect the security and quality of your personal information, we have implemented technical and managerial procedures to maintain accurate, current and complete information as well as to protect your personal information against loss, misuse or alteration when it is under our control. Your personally identifiable information will be encrypted and stored on our secured servers. Your personal information is also password protected so that access is limited to yourself and those with whom you share your password, the Company, as well as third-party access facilitated by the Company with your prior permission. We have also taken steps to help protect the integrity of your personal financial information when you complete a purchase transaction on our Web Site. As noted above, we use authorize.net to facilitate confidential online business transactions. Authorize.net helps prevent your credit information from being read by unauthorized persons as this information is transmitted over the Internet. Metabolic Meals employs the web Server using SSL (Secure Socket Layer) encryption for the secure exchange of your personal information and the authorize.net system. The Metabolic Meals transaction system passes your credit information through its system, but does not retain any credit card numbers. Once the transaction is completed, information about the sale (without credit card information) is stored in a password-protected online database maintained by Metabolic Meals. Only in an offline and offsite accounting server does authorize.net retain the entire transaction record. This eliminates the ability of hackers to gain access to your personal information. In addition, authorize.net processes all transactions by private digital lines, and not via the Internet. You can find more information about authorize.net at www. Authorize.net.

HOW DO WE USE YOUR INFORMATION?

Our primary use of your information is to administer, maintain and improve your experience on our Web Site generally, as well as provide you with customized, personalization services and interactive communications.

If you subscribe to our Newsletter on our Web Site, we will from time to time send you e-mails regarding our Web Site, Newsletter and special promotions. Also, we occasionally may send you direct mail about products or services that we believe may be of interest to you.
We use your financial information (e.g., your credit card number) only to verify your credit and to bill you for memberships purchased through our Web Site. We also use your contact information as necessary to send you information about the memberships that you have purchased on our Web Site.
When you enter any sweepstakes, contests or promotions sponsored by us or by one of our business partners, we may use your e-mail address to send you status updates.
We use your IP address to help diagnose problems with our server and to administer the services offered on our Web Site. We also use your IP address to help identify you and to gather broad demographic information that we may share with our business partners, but only in the aggregate, without any of your personally identifiable information.
We may research the demographics, interests and behavior of our customers based on the information provided to us during membership registration, during sweepstakes, contests and promotions, from our server log files, from cookies and from surveys. Our research may be compiled and analyzed on an aggregate basis. We may share this aggregate data with business partners, but only in the aggregate, without any of your personally identifiable information.
Technologies such as cookies, beacons, pixels, tags and scripts may be used by the Company and our partners, including marketing partners, affiliates, or analytics or service providers. These technologies are used in many ways, including advertising, sales and marketing, analyzing trends, administering ad improving the Web Site, tracking users’ movements around the Web Site (including point of entry), gathering demographic information about our use base, verifying login status, measuring the success of a particular marketing campaign, providing improved customer service, providing more relevant content, deterring or detecting fraud, and providing users with a customized experience. We collect information based on the use of these technologies on an individual as well as an aggregate basis. Users can control the use of cookies at the individual browser level. If you reject cookies, you may still use our Web Site, but your ability to use some features or areas of our Web Site may be limited.


CAN YOU “OPT-OUT” OF RECEIVING COMMUNICATIONS FROM THE COMPANY?

If you change your mind and decide that you no longer want to receive promotional e-mails, newsletters and/or direct mailings, you may opt-out at any time by simply sending an e-mail request to [email protected] or by following a link in the footer of all non-transactional e-mail messages sent by us. Similarly, if you are not receiving our promotional e-mails and/or direct mailings and wish to receive these materials, you may opt-in at any time by simply sending an e-mail request to [email protected].

HOW CAN YOU UPDATE, CORRECT OR DELETE YOUR PERSONALLY IDENTIFIABLE INFORMATION?

You may edit your personally identifiable information and your password at any time by sending an e-mail request to [email protected].

WHAT ARE COOKIES? HOW DO WE USE COOKIES?

Cookies enable us to customize and personalize your experience on our Web Site, including the products and promotions that are offered to you. Essentially, a cookie is a small amount of data that is sent to your browser from a web server and is stored on your computer’s hard drive. We use cookies for several purposes in connection with the operation of our Web Site.

We may use cookies to identify you and access your information stored on our computers in order to deliver you a better and more personalized experience. For example, we may use cookies to tell you about products and services specific to your interests.
Upon request, we will save your “user name” so that you do not have to re-enter it every time you visit our Web Site. In providing you with this service, we use cookies.
We may use cookies to estimate our customer base and customer usage patterns. Each browser accessing our Web Site may use a unique cookie that is then used to determine the extent of repeat visits and the customer activity during those visits. We may use the historical information to help target promotions based on customer interests and behavior, both specifically to individual customers and on an aggregate basis with respect to all customers.
We also may use cookies to track your progress and number of entries in some promotions, sweepstakes and contests, or through a meeting registration process. For example, when a promotion uses cookies, the information coded to the cookie indicates your progress through the promotion, and may be used to track entries, submissions and status of prize drawings.
Business partners that offer co-branded services and jointly-sponsored sweepstakes, contests and promotions on our Web Site may use their own cookies. We have no control over those cookies, nor does this Privacy Policy cover how your personal information contained in those cookies may be used or protected. If you have any questions about the cookies of such third parties, or about the use of your personal information by such third parties, you should contact the site administrator or web master of the third party site.

DO YOU HAVE CHOICES ABOUT COOKIES?

Yes, you have several choices with respect to cookies. You can modify your browser preferences to accept all cookies, to notify you when a cookie is set, or to reject all cookies. However, our Web Site uses cookie-based authentication. Accordingly, if you choose to reject all cookies, you may not be able to log onto our Web Site and/or use our services or participate in our sweepstakes, contests or promotions.

WHAT ELSE SHOULD YOU KNOW ABOUT YOUR ONLINE PRIVACY?

It is important to remember that whenever you voluntarily disclose personal information online, your information can be collected and used by others. If you transmit or post personal information online that is accessible to others, you will not be able to control how that information is used by others. When we receive the transmitted information, we will use the procedures summarized in this Privacy Policy to ensure the integrity and security of that information in our systems. Unfortunately, notwithstanding any of the steps taken by us, it is not possible to guarantee the security and integrity of data transmitted over the Internet. Consequently, while we take the above-described reasonable steps to protect your personal information, we cannot and do not warrant the security or integrity of any information you transmit to us when registering for our Web Site or otherwise. All such transmission of information is at your own risk. Moreover, though we are committed to having our Web Site comply with this Privacy Policy, you are ultimately responsible for maintaining the secrecy of your password and your personally identifiable information. If you are careless with your password, or you decide to share your password with third parties, you must be aware of the risk that such third parties will have access to all of your personally identifiable information.

CHILDREN
Our Web Site and our products and services are not directed to persons under the age of 13. We do not knowingly collect personal information from children under the age of 13. If a parent or guardian becomes aware that his or her child has provided us with personal information without such parent’s or guardian’s consent, he or she should contact the Company. If the Company becomes aware that a child under the age of 13 has provided personal information, the Company will delete such information from our files.

NOTIFICATION OF CHANGES
The Company reserves the right to modify this privacy statement at any time. If we decide to change this privacy statement in any material way, the Company will notify you here, by e-mail, or by means of a notice on the Web Site so that our users are always aware of what information we collect, how we use it, and under what circumstances we disclose it. For material changes in how we use personal information, we will provide advance notice by e-mail (sent to the e-mail address specified in your account) or by means of notice on the Web Site prior to the change becoming effective. In all cases, your continued use of the Web Site or our products and services constitutes consideration and your binding acceptance to any such changes.

CONTACT US
If you have any questions or comments about this Privacy Statement or the practices of our Web Site, please feel free to e-mail us at [email protected] or visit our contact page.