PRECISIONLIFE LTD

 

This Marketing Affiliate Agreement ("Agreement") is entered into as of the date of electronic acceptance by the participating marketing partner (the "Effective Date"), by and between:

1.  PrecisionLife Ltd, a company registered in England and Wales, with its principal business offices located at 8b Bankside, Hanborough Business Park, Witney, Oxford, UK, OX29 8LJ the United Kingdom ("Company" or "PrecisionLife"); and

2.  The individual or corporate entity registering and approved as a promotional partner in the PrecisionLife Affiliate Portal ("Affiliate").

Collectively referred to as the "Parties" and individually as a "Party."

1. Appointment and Scope of Promotion

Subject to the terms of this Agreement, Company hereby appoints Affiliate as a non-exclusive, independent promotional partner to market and refer sales of Company's consumer DNA wellness reports ("Products" or "Reports") to residents of the United States. Affiliate accepts this appointment and agrees to conduct all promotional activities in strict compliance with the terms of this Agreement and all applicable federal and state laws.

This appointment is strictly limited to direct-to-consumer (DTC) DNA wellness reports that are informational and non-diagnostic in nature. Affiliate is entirely prohibited from marketing or selling Products in any geographic territory outside the United States, or promoting clinical diagnostic, pharmacogenetic, or carrier-screening tests that require FDA pre-market clearance or clinical oversight.

2. Commission Structure, Payouts, and Tracking

2.1 Commission Rate and Net Sale Value: Company will pay Affiliate a standard commission equal to eight percent (8%) of the Net Sale Value for each Qualifying Purchase completed within the Attribution Window. Commission is calculated and disbursed in accordance with the following criteria:

·         Net Sale Value represents the gross cash receipts actually received by Company from a customer transaction, deducting all applied discounts, promotional promo codes, third-party payment processing fees (Shopify), sales tax, shipping and handling charges, and shipping insurance fees.

·         Qualifying Purchase means an initial, completed, and non-refunded purchase of a DNA wellness report by a new customer who has successfully completed registration, sample collection, return, and analysis. Failed tests, subscription renewals, self-referrals, and purchases completed by existing Company clients are strictly excluded from earning commissions.

2.2 Attribution Window and Tracking: Affiliate is eligible to receive credit for a sale completed within a ten (10) day Attribution Window following the customer's final click on Affiliate's unique tracking link, or upon checkout application of Affiliate's assigned discount code. Company utilizes a "last-click" attribution mechanism, where the most recently clicked affiliate link before checkout receives sole conversion credit.

2.3 Payout Schedule and Minimum Threshold: Commissions are paid on a monthly basis on or before the fifteenth (15th) day of each calendar month. All payouts are processed securely through Shopify Collabs and transferred to the bank account provided by Affiliate during portal registration.

2.4 Rollover and Minimum Payout: A minimum approved commission balance of fifty United States Dollars ($50.00) is required before a payout is released. If the approved balance is below $50.00, it will roll forward to the next monthly payment cycle.

2.5 Refund and Chargeback Adjustments: All paid conversions are subject to a thirty (30) day Hold Period to allow for potential customer refunds, sample kit returns, or credit card chargebacks. If a customer refunds a product or files a chargeback, the associated commission will be voided. If commission has already been paid, Company will deduct the corresponding amount from future monthly payout cycles.

3. FTC Endorsement Guidelines and Compliance (16 C.F.R. Part 255)

3.1 Mandatory Endorsement Disclosure: Affiliate must clearly and conspicuously disclose the existence of its material and financial connection to PrecisionLife Ltd in close visual and structural proximity to any referral link, promotional asset, or endorsement of the Products. This disclosure must be unavoidable, clear, and comply with the following FTC regulations:

·         Medium-Specific Rule: If the endorsement is delivered in a visual medium (blog, static social post, article), the disclosure must be visual. If the endorsement is audible (podcast, radio), the disclosure must be spoken. In visual-audible media (video content, live streams, TikTok, YouTube, Instagram Reels), the disclosure must be delivered simultaneously both in on-screen text and in spoken audio.

·         Above-the-Fold Rule: Disclosures must be presented above the fold or in the primary visible view. On platforms featuring truncated descriptions (such as Instagram or TikTok feeds), the disclosure must appear in plain text before the "more" button and cannot be nested or hidden among other hashtags.

·         Disclosure Phrases: Affiliate must use clear, explicit terminology such as "Ad", "#ad", or "Paid advertisement". Vague hashtags, symbols, or terms—including but not limited to "#partner", "#sponsored", "#comped", "#hosted", "#client", "#advisor", or "#consultant"—are strictly illegal and cause for immediate termination.

3.2 Prohibited Traffic Acquisition: Affiliate is strictly prohibited from purchasing or bidding on search engine keywords, terms, or ad placements that contain Company's trademarks, brand name, product names, or confusingly similar variations (including combination terms like "PrecisionLife Coupon" or "PrecisionLife DNA Discount"). Affiliate is barred from utilizing coupon aggregator websites, forced redirects, "parasiteware", or hidden tracking frames to cookie customers surreptitiously.

4. Prohibition of Disease, Diagnostic, and Therapeutic Claims

4.1 Prohibited Claims: Affiliate is legally barred from stating, implying, or representing that PrecisionLife DNA wellness reports or products can diagnose, cure, mitigate, treat, or prevent any disease, or be utilized to make clinical medical decisions. Affiliate must strictly limit all promotional claims to general wellness and lifestyle optimization.

4.2 Blacklisted Health Conditions: Consistent with federal truth-in-advertising laws and FTC consent decrees in the genetic testing space (including the precedential cases of GeneLink, Inc. and foru International Corporation), Affiliate is explicitly barred from claiming that Company's reports are effective in the treatment, mitigation, or prevention of any medical conditions.

4.3 Substantive Clinical Proof: Affiliate shall not publish, share, or host customer testimonials or user stories claiming that the Products or information contained with them successfully cured or mitigated a disease (such as "reversed my post-exertional malaise " or "healed my long COVID"). Under Section 5 of the FTC Act, any objective health-efficacy claim must be supported by at least two (2) randomized, double-blind, placebo-controlled human clinical trials (RCTs) conducted independently by different researchers, which the Parties acknowledge do not exist for the Products' non-clinical lifestyle insights.

5. Biometric and Genetic Data Privacy Compliance (State GIPAs)

5.1 Statutory Landscape: PrecisionLife operates in strict compliance with state-level Genetic Information Privacy Acts (GIPA)—specifically including California's Senate Bill 41 and Utah's Senate Bill 227—as well as the FTC's biometric data security enforcement guidelines. Affiliate must abide by these strict data privacy mandates:

·         Granular Opt-In Consent: DTC genomic operators are legally prohibited from securing consumer consent through passive "dark patterns" or general, all-encompassing terms of service. Customers must provide separate, distinct, and explicit opt-in consent for physical sample retention, third-party research sharing, or genetic-based marketing.

·         Physical Sample Destruction: Following laboratory processing, physical saliva or cheek swab samples will be permanently destroyed within 30 days of analysis.

·         Digital Record Destruction: Consumers maintain the absolute right to revoke consent and demand the immediate deletion of their digital records.

·         Absolute Sharing Bans: Company is legally barred from sharing, selling, or disclosing a consumer's genetic results or data to any health insurer, life insurer, disability insurer, long-term care insurer, or employer without a specific judicial warrant.

5.2 Affiliate Marketing Restrictions: Affiliate shall not collect, aggregate, store, or transmit any biometric samples, saliva, cheek swabs, or digital genetic data of referred customers. Affiliate is entirely prohibited from executing targeted marketing or direct promotional campaigns based on genetic markers or health predispositions, or utilizing customer lists derived from genetic testing purchases without explicit GIPA-compliant opt-in consent.

6. Program Auditing, Enforcement, and Means & Instrumentalities

6.1 Brand Liability: Under the FTC's "means and instrumentalities" doctrine, a genetic wellness brand is held strictly liable for the deceptive, unsubstantiated, or non-compliant marketing claims published by its marketing partners and affiliate publishers. Therefore, PrecisionLife maintains a zero-tolerance monitoring and enforcement program:

6.2 Unannounced Monthly Audits: Company will conduct unannounced monthly audits of its top fifty (50) revenue-generating affiliates and a monthly random sample of fifty (50) other active affiliates. These audits are conducted in an unannounced, anonymous manner to evaluate published websites, social media streams, and digital descriptions for FTC disclosure compliance and unapproved disease-related claims.

6.3 Suspension and the 7-Day Cure Window: Upon identifying a non-compliant endorsement, missing disclosure, or unauthorized health claim, Company will immediately suspend the Affiliate's portal access. Affiliate must cure the specified violation within seven (7) calendar days of written notice. Failure to cure within 7 days, or the committing of repeated material violations, shall result in immediate, permanent termination of the Affiliate's account and the absolute forfeiture of all accrued, unpaid commissions.

7. Intellectual Property and Limited License

Company grants Affiliate a limited, non-exclusive, non-sublicensable, revocable, and royalty-free license to utilize approved brand logos, Product graphics, and pre-authorized creative assets solely for the purpose of promoting the Products in accordance with this Agreement. This license does not grant any ownership rights, and all goodwill derived from Affiliate's promotions inures solely to Company.

Upon the expiration or termination of this Agreement, this license is automatically revoked. Affiliate must permanently remove all Product related copy, Company trademarks, logos, and Product graphics from their digital platforms within ten (10) business days.

8. Indemnification and Limitation of Liability

8.1 Affiliate Indemnification: Affiliate agrees to defend, indemnify, and hold harmless PrecisionLife Ltd, its corporate officers, directors, employees, and laboratory partners from and against any third-party claims, administrative fines, state regulatory penalties, or legal fees arising directly or indirectly from Affiliate's breach of compliance mandates (including missing FTC disclosures, GIPA violations, or unauthorized medical disease claims).

8.2 Liability Cap: In no event shall Company be liable to Affiliate for any special, incidental, punitive, or consequential damages arising from this Agreement. Company's total aggregate liability under this Agreement shall not exceed the total commission fees actually paid to Affiliate in the three (3) calendar months preceding the event giving rise to the liability.

9. Governing Law, Venue, and Dispute Resolution

This Agreement and any disputes arising under it shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict-of-law principles. Any legal dispute, controversy, or claim arising out of or relating to this Agreement that cannot be resolved amicably via internal executive escalation within thirty (30) days shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in the City of New York, State of New York, in accordance with its Commercial Arbitration Rules. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

10. Assent and Execution

By completing registering in the PrecisionLife Affiliate Portal and ticking the "I Accept the Terms & Conditions" box, Affiliate represents that they have read, understood, and agreed to the binding terms of this Agreement. This Agreement constitutes a legally enforceable contract between PrecisionLife Ltd and Affiliate.

EXHIBIT A: COMMISSION AND PAYOUT SCHEDULE

This Exhibit A defines the exact commercial, financial, and tracking parameters governing the relationship between PrecisionLife Ltd and the approved Affiliate. The metrics below represent standard program rates and are subject to adjustment by the Company in accordance with Section 6.3.