SimpleLab Affiliate Marketing Agreement 

This Affiliate Marketing Agreement (“Agreement”) is by and between you (“Affiliate,” “you,”  “your”) and SimpleLab, Inc., a California corporation with an address at 2704 Derby St., Suite 20, Berkeley,  CA 94705 (“SimpleLab,” “we,” “us,” “our”), each a “Party” and collectively, the “Parties.” By clicking to accept the terms of this Agreement or otherwise participating in the SimpleLab Affiliate Program, you agree to the terms of this Agreement. 

1. Affiliate Program; Commissions 

a. SimpleLab provides Tap Score water testing kits (the “Tap Score Kit”) for a variety of uses at mytapscore.com. Affiliates promote Tap Score Kits by publishing content that contains Relevant  Context (as defined below) and encourages viewers to try Tap Score Kits (“Affiliate Content”). 

b. To become an Affiliate, you must be approved to participate in the SimpleLab Affiliate Program.  We reserve the right to accept or reject any application for any reason, in our sole discretion. You may be required to submit your application and/or participate through a third-party marketplace  (each a “Marketplace”).  

c. We will provide you with referral links, either directly or through a Marketplace, that direct viewers of Affiliate Content to mytapscore.com. Affiliate Content must contain these links because they allow us to determine that your Affiliate Content directed visitor to our site (a “Referral”). 

d. Individuals who complete a purchase of a Tap Score Kit within 90 days of their Referral from your  Affiliate Content will result in our payment of a commission to you as described in the Marketplace or otherwise provided in writing to you (“Commission”). Except as otherwise agreed by the  Parties in writing, you will receive Commissions directly from SimpleLab or through the  Marketplace. You are solely responsible for maintaining accurate information in your Marketplace account to receive payment, and SimpleLab is not responsible for misdirected payments.  

i. Any coupons we offer you are not referral links and will not result in a Commission. 

ii. Any purchases made by you are not eligible for a Commission. 

iii. You are responsible for paying any required taxes or other fees associated with Commissions. 

iv. Only completed purchases of Tap Score Kits qualify for Commissions. Without limitation, you understand and agree that we may reverse Commissions due to returns, order cancellations,  and erroneous order duplications of Tap Score Kits. We also reserve the right to defer or refuse Commissions for disputed orders or orders we reject and cannot fulfill. 

2. Affiliate Obligations 

a. You must comply with all SimpleLab rules, policies, and procedures of which you have been made aware, including this Agreement. You must also comply with all federal, state and local laws, rules,  guidelines, and regulations applicable to you, including, without limitation: 

i. Laws applicable to marketing emails and spam, such as the CAN-SPAM Act; and 

ii. The Federal Trade Commission Guides Concerning the Use of Endorsement and Testimonials  in Advertising (available at https://www.ftc.gov/sites/default/files/attachments/press releases/ftc-publishes-final-guides-governing-endorsements testimonials/091005revisedendorsementguides.pdf), the Endorsement Frequently Asked Questions (available at https://www.ftc.gov/tips-advice/business-center/guidance/ftcs endorsement-guides-what-people-are-asking), and Disclosures 101 for Social Media Affiliates  (available at https://www.ftc.gov/tips-advice/business-center/guidance/disclosures-101- social-media-Affiliates) (collectively, “FTC Guides”). Please review the FTC Guides carefully because they place certain obligations on you. For example, they require you to clearly and conspicuously disclose the nature of your connection to SimpleLab; i.e., that you receive a  commission on Tap Score Kit sales generated by Affiliate Content.  

b. You are solely responsible for your compliance with all applicable laws, rules, and regulations,  even if SimpleLab provides guidance to you regarding these obligations.  

c. You must not bid on any of our trademarked terms, including any variations of misspellings thereof, for search- or content-based campaigns on Google, Bing, DuckDuckGo, Yahoo, or any other network. These trademarked terms include but are not limited to: SimpleLab,  gosimplelab.com, Tap Score, mytapscore.com, or www.mytapscore.com. Bidding on such trademarked terms or misspellings or variations thereof is a trademark violation. If we find during your promotion that you have infringed on our trademarks, we will withdraw the Commissions you have generated. We may also pursue legal recourse. 

3. Affiliate Content Requirements 

a. Affiliate Content must also comply with the requirements in this Section 4 to qualify for Commissions. 

b. You must refer to us by our accurate brand names: “SimpleLab” and “Tap Score.” We reserve the right not to pay a Commission for Referrals from Affiliate Content containing incorrect, misspelled,  or otherwise nonconforming brand names. Examples of nonconforming brand names include, but  are not limited to: “Tapscore,” “My Tap Score,” “Simple Labs,” “Simplelab,” and “Go Simple Lab.” 

c. Affiliate Content must contain relevant context describing the benefits of water testing (“Relevant Context”). We reserve the right to determine what constitutes “relevant context” in our sole discretion. If you are unsure whether your content contains relevant context, please contact us at [email protected].  

i. Examples of Relevant Context include, but are not limited to: blog posts with information on water contamination that encourage readers to use Tap Score Kits; online reviews of Tap  Score Kits; websites explaining the health benefits of water quality; and videos and other social media content that explain the benefits of Tap Score Kits.  

ii. Without limitation, the following are examples of content that lack Relevant Context: placing a referral link on a discount website with other coupon codes and promotional offers; placing referral links in a blog post that does not mention or discuss water contamination or encourage viewers to test their water; or using a coupon code not provided by SimpleLab in your content.  

d. Referral links must not be placed in a way to generate unintentional traffic to the SimpleLab site.  For example, referral links in popups and click unders are prohibited. You must also not incentivize clicks on referral links, and content may not contain adult-orientated, obscene, or lewd material. 

e. The following rules apply to your role as an Affiliate, including in Affiliate Content: 

i. You may not engage in potentially deceptive or misleading practices, such as impersonating  someone or making deceptive or misleading claims about SimpleLab or Tap Score, any of 

SimpleLab’s other products or services, or a competitor’s products or services. You must be truthful and ensure that Affiliate Content reflects your personal experience and honest opinions. By accepting you as an Affiliate, SimpleLab does not endorse, certify, or otherwise recommend any products, services, or information you may disseminate, and you may not make statements indicating any such endorsement, certification, or recommendation by  SimpleLab. 

ii. You may not make statements or communications that are defamatory or infringe upon the privacy and publicity rights of others. 

iii. You may not use language that is offensive, vulgar, intimidating, or harassing, or promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual. For example, language should be clean (no profanity) and not be racist, sexist, homophobic,  and/or transphobic. 

iv. You may not post or disseminate any third-party trademarks, logos, copyrights material or other proprietary materials without the express written consent of such third party.  

4. Licenses  

a. We grant you a revocable, time-limited, royalty-free, non-exclusive, non-transferable, non-sublicensable right and license to use certain names, marks, images, and logos associated with  SimpleLab and/or Tap Score (collectively, “SimpleLab Marks”) in Affiliate Content, solely in furtherance of your creation of Affiliate Content. You hereby covenant and agree that the  SimpleLab Marks shall remain the sole and exclusive property of SimpleLab and that you will not hold yourself out as having any ownership rights with respect thereto. Any and all goodwill associated with the SimpleLab Marks shall inure directly to the benefit of Simplelab. You must not alter or change the color, style, appearance, or relative dimensions of the SimpleLab Marks. 

b. You grant us an irrevocable, royalty-free, exclusive, transferable, sublicensable right and license to use the Affiliate Content in any way for any purpose in relation to promoting Tap Score and  SimpleLab. 

5. Termination 

a. We reserve the right to suspend or remove you from our Affiliate Program (“Termination”) at any time and for any reason, with or without notice. Such removal also terminates this Agreement. You may also terminate your participation in the Affiliate Program at any time. 

b. Upon Termination you agree to discontinue use of all links, SimpleLab Marks, and promotional materials provided to you by SimpleLab or any applicable Marketplace. Affiliates terminated due to malicious publishing tactics may also have Commissions revoked and face possible omission from the applicable Marketplace. 

6. Indemnification. Affiliate agrees to defend, indemnify and hold harmless SimpleLab and its directors, officers, employees, subcontractors and agents from and against all third party claims,  suits, governmental investigation, causes of action, damages, costs (including reasonable and documented attorneys’ fees), judgments and other expenses arising out of or related to Affiliate’s breach of this Agreement, including Affiliate’s publication of Affiliate Content that fails to comply with Section 2(a) or the Affiliate Content Requirements in Section 3. 

7. General

a. Affiliate is an independent contractor under this Agreement, and nothing in this Agreement shall be deemed to create any agency, joint venture, partnership, or other form of joint enterprise,  employment, or fiduciary relationship between the Parties. 

b. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior proposals, negotiations, agreements, and understandings,  if any, relating to the subject matter hereof, whether oral or written. SimpleLab may modify the  Agreement at any time. 

c. If any provision of this Agreement is found unenforceable, the provision will not affect the other provisions, but will be deemed modified to the extent necessary to render it enforceable,  preserving to the fullest extent permitted the intent of the Parties set forth in this Agreement. 

d. The failure of SimpleLab to enforce, at any time, any of the provisions hereof or exercise any right or option hereunder shall not be construed to be a waiver of the right of SimpeLab thereafter to enforce any such provisions or exercise such right or option.  

e. You may not assign your rights or delegate your obligations under this Agreement, in whole or in part, without SimpleLab’s written consent. SimpleLab may freely assign its rights and obligations under this Agreement. Any attempted assignment not in accordance with this subsection shall be null and void. Subject to the foregoing, this Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the Parties.  

f. This Agreement shall be governed by the laws of California, without regard to its principles of choice of laws. Exclusive jurisdiction and venue for any disputes arising under this Agreement is in the federal and state courts located in Alameda County, California. 

g. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT  MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES  AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT  IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR  RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.