TikTok Shop Affiliate Terms and Conditions 

By clicking the “Add Products” button or otherwise participating in the Onnit Affiliate Program (the “Program”), you (“You”, or “Creator”) agree to these Onnit Labs, Inc. (“We”, “Us” or “Onnit”) TikTok Shop Affiliate Terms and Conditions (the “Onnit Terms”) governing Your participation in the Onnit Affiliate Program on TikTok. These Onnit Terms are separate from TikTok Shop’s Creator Terms of Use. TikTok Shop’s Creator Terms of Use govern Your relationship with TikTok, while these Onnit Terms, in addition to TikTok Shop’s Creator Terms of Use, govern the relationship between You and Onnit We reserve the right to conduct a review of the materials You post on any social media platform and any public data available about You.

These Onnit Terms shall take precedence when a conflict of terms arises between topics covered in these Onnit Terms and TikTok Shop’s Creator Terms of Use.

YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THESE ONNIT TERMS. IN ADDITION, IF THESE ONNIT TERMS ARE BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THESE ONNIT TERMS ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT THEY, HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THESE ONNIT TERMS. 

These Onnit Terms include a provision waiving the right to pursue any class, group or representative claim and requiring You and Us to pursue certain disputes through individual arbitration.

By participating in this Program, You agree that You will comply with the following:

You must comply with these Onnit Terms to participate in the Program and receive commission income. However, We do not make any representation, warranty, or covenant regarding the amount of commission income You can expect at any time in connection with the Program, and We will not be liable for any actions You undertake based on Your expectations.

You must promptly provide Us with any information that We request to verify Your compliance with these Onnit Terms.

You agree that You will throughout Your participation in the Program adhere to, in addition to any specific guidelines applicable to the particular product offering within the Program, the general advertising requirements for Onnit as set out below.

ADVERTISING REQUIREMENTS 

  • • Content must be written so that there is no misleading information, and that the premise or theme in the copy is true, and the information correctly applies to the ingredients in the Onnit product.
  • • Any material connections, including incentives, must be disclosed in compliance with FTC regulations when promoting Onnit products.
  • • Adhere to the designated Alpha Brain Talking Points claims, synonyms and scenarios to support attention and focus during work or play-related themes when creating content about Alpha Brain®. 
  • • Do use words to convey that Onnit products maintain normal functions, such as ‘Maintain’, ‘Helps’, ‘Supports’, ‘Promote’, ‘Assists’, ‘Encourage’, ‘Reinforce’, ‘Preserve’, or ‘Contribute to.
  • • Do not mention the words, prevent, diagnose, treat, cure, symptoms, or mention or convey in any way a health condition, a disease, or symptoms that are associated with diseases, or that could possibly be misconstrued as symptoms of disease.
  • • Do not state Onnit products can increase, decrease, or make any kind of improvements.
  • • Do not mention “remembering places, faces or names.”
  • • Do not use the words “clinically-tested” or “proven.”
  • • Do not imply that the product is for chronic stress, brain fog, or stress lasting for extended periods of time. 
  • • Do not make any statements that disparage a competitor of Onnit or explicitly or implicitly claim that Onnit’s products are superior to a competitor’s specific products.
  • • Do not suggest that Onnit products serve as a substitute for caffeine or imply comparable effects.
  • • Do not make any claims that Onnit products are “Made in the USA.” 
  • • Do not indicate that an ongoing offer or promotion is available only for a limited time if such limitation does not exist. 
  • • Do not use imagery or video that implies any instant or permanent effects. 
  • • Do not forget to add a symbol (asterisk or dagger) at the end of a sentence that has a claim from the Alpha Brain Talking Points, and the same symbol with the FDA disclaimer (These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent any disease) enclosed in a box at the bottom of the ad or copy. 
  • • Do not use any third-party intellectual property for which you do not hold the rights. You agree to indemnify Onnit against any damages or claims arising from such unauthorized use. 

If You violate these Onnit Terms in addition to any other rights or remedies available to Us, We reserve the right to direct TikTok to permanently (to the extent permitted by applicable law) cease payment of (and You agree You will not be eligible to receive) any commission income attributable to this Program otherwise payable to You under these Onnit Terms and the TikTok Shop’s Creator Terms of Use, whether or not directly related to such violation without notice and without prejudice to any right of Onnit to recover damages over this amount. 

TERM AND TERMINATION 

We may terminate Your participation in the Program at any time for any reason, including but not limited to any of the following: (a) You are in material breach of these Onnit Terms, (b) We believe that We may face potential claims or liability in connection with Your participation in the Program; (c) We believe that our brand or reputation may be tarnished by You or in connection with Your participation in the Program; (d) Your participation in the Program has been used for deceptive, fraudulent or illegal activity; or (e) We have terminated the Program as We generally make it available to participants. 

DISCLAIMERS 

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PROGRAM, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE COMMISSIONS, PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE PROGRAM. 

LIMITATIONS ON LIABILITY  

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN 

CONNECTION WITH THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSION INCOME PAID OR PAYABLE TO YOU UNDER THESE ONNIT TERMS IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THESE ONNIT TERMS. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. 

INDEMNIFICATION 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR TIKTOK CHANNELS(S) (INCLUDING YOUR USE OF ANY TIKTOK SERVICE OFFERING) OR YOUR VIOLATION OF THESE ONNIT TERMS, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US AND OUR RESPECTIVE AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR TIKTOK CHANNELS(S) OR ANY MATERIALS THAT APPEAR ON YOUR TIKTOK CHANNELS(S), INCLUDING THE COMBINATION OF YOUR TIKTOK CHANNELS(S) OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR TIKTOK CHANNELS OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR TIKTOK CHANNELS, (C) YOUR USE OF ANY TIKTOK SERVICE OFFERING OR YOUR PARTICIPATION IN THE PROGRAM, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THESE ONNIT TERMS OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THESE ONNIT TERMS, (E) YOUR TAXES AND DUTIES OR THE COLLECTION, PAYMENT, OR FAILURE TO COLLECT OR PAY YOUR TAXES OR DUTIES, OR THE FAILURE TO MEET TAX REGISTRATION OBLIGATIONS OR DUTIES, OR (F) YOUR OR YOUR EMPLOYEES’ OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. 

INDEPENDENT CONTRACTORS 

You and We are independent contractors, and nothing in these Onnit Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between You and Us or our respective affiliates, nor shall You represent to any third party that any of 

the foregoing relationships exists. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. If You authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of these Onnit Terms, You will be deemed to have taken the action Yourself. 

MUTUAL ARBITRATION 

All disputes relating in any way, directly or indirectly, to Onnit for breach of contract, breach of fiduciary duty, negligence, personal injury, intentional torts or other tort will be arbitrated according to the rules of the American Arbitration Association (AAA) in Austin, Texas, including any dispute about the scope of this arbitration agreement, and including all questions about the types of disputes that are subject to this arbitration agreement, all of which you agree will be decided by the arbitrators, whose decision will be final and binding on you. Any issue concerning the extent to which a dispute is subject to arbitration, or concerning the applicability, interpretation or enforceability of the Onnit Terms, including any contention that all or part of this agreement is invalid or unenforceable, shall be governed by the Federal Arbitration Act and resolved by the arbitrators. You acknowledge and agree that, in any arbitration proceeding, no depositions will be taken, and all other forms of discovery of facts will be limited to those things that the arbitrators determine, in their sole discretion, to be necessary. Further, in any arbitration proceeding, (i) there shall be no award of punitive, exemplary, incidental or consequential or other special damages, (ii) all damages claims and awards will be governed by the provisions of the Texas Civil Practice and Remedies Code, and (iii) the parties will conduct the arbitration confidentially and expeditiously and will pay their own costs and expenses of arbitration, including their own attorneys’ fees. If you are unable to afford the AAA fee, you agree to notify all persons against whom you have an arbitrable claim and give such persons the opportunity individually and as a group to pay such fee. The proceeding and the decision shall be kept confidential by the parties. 

APPLICABLE LAW 

The Onnit Terms is governed by the Federal Arbitration Act, applicable federal law, and the laws of the state of Texas, without regard to its conflicts of laws rules. Foreign laws do not apply. Arbitration or court proceedings must be in Travis County, Texas. If any provision of the Onnit Terms is invalid under the law of a particular jurisdiction, that provision will not apply in that jurisdiction. 

MODIFICATIONS 

We reserve the right to modify any of the terms and conditions contained in these Onnit Terms at any time and in our sole discretion by posting a change notice or revised Onnit Terms. The effective date of such change will be the date the notice is provided. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM. 

Effective as of September 5, 2024