Affiliate Program Terms

These Affiliate Program Terms (the "Affiliate Terms") govern your participation in The Vitality Project affiliate and referral program (the "Program"), operated by The Vitality Project, LLC, a Utah limited liability company ("The Vitality Project," "we," "us," or "our").

By enrolling in the Program you agree to these Affiliate Terms and to our Terms of Service, which apply to you in full. Where these Affiliate Terms and the Terms of Service address the same subject specific to the Program, these Affiliate Terms control. On every other subject, the Terms of Service control.

1. Defined terms

"Affiliate," "you" means a person or entity accepted into the Program.

"Affiliate Link" means the tracked URL we issue to you.

"Affiliate Code" means the coupon code we issue to you.

"Commission" means the flat fee payable to you for a Qualifying Purchase, as set out in Section 5.

"Referred Member" means a customer who makes a Qualifying Purchase attributed to you.

"Qualifying Purchase" has the meaning in Section 6.

"Day 90" means the ninetieth day after the start date of a Referred Member's membership term.

2. Eligibility

The Program is open to eligible applicants age 18 or older. You do not have to be a member of The Vitality Project to be an Affiliate. You do need a free Affiliate account, which is how we issue your Affiliate Link and Affiliate Code and how we pay you.

To join the Program you must:

1. be at least 18 years old;
2. hold one free Affiliate account with us;
3. provide accurate enrollment information and keep it current;
4. complete the payee and tax-form setup in Section 10 before your first payout, meaning an IRS Form W-9 if you are a United States person, or the applicable Form W-8 (W-8BEN for individuals, W-8BEN-E for entities) if you are not; and
5. not be any of the following:
   • an employee, officer, or contractor of The Vitality Project, LLC;
   • a sales representative who is already compensated on the same deal;
   • a school, franchise, or enterprise account;
   • a person previously removed from the Program;

unless we agree otherwise in writing.

You may hold only one Affiliate account. You may not refer yourself, your own business, anyone in your household, or an account that already exists with us. See Section 7.

We may accept or decline any application, and we may withdraw acceptance, at our discretion.

3. Enrollment and acceptance

1. You enroll by completing the Program sign-up form and ticking the box that confirms you have read and agree to these Affiliate Terms. That tick is your signature and creates a binding agreement.
2. On acceptance we issue you one Affiliate Link and one Affiliate Code. You may hold only one Affiliate account and one set of credentials. You may request a specific code, which we will grant only if it is available and appropriate.
3. You may not use, copy, or share another person's Affiliate Link or Affiliate Code, and you may not allow anyone else to use yours.
4. We may change your Affiliate Code where a code is misused, conflicts with a brand or partner, or was issued in error. We will tell you before we do.
5. These Affiliate Terms take effect when we accept your application and continue until terminated under Section 12.

4. Your status: independent contractor

You are an independent contractor. Nothing in these Affiliate Terms creates an employment, partnership, joint venture, franchise, or agency relationship between you and us.

1. You decide when, where, and how you promote, within the limits of these Affiliate Terms. We do not control your methods, hours, or schedule.
2. You are not authorized to make any representation, warranty, commitment, or contract on our behalf, to accept money on our behalf, to negotiate price, to offer any discount we have not published, or to hold yourself out as our employee, agent, representative, spokesperson, or partner.
3. You receive no wages, salary, benefits, insurance, expense reimbursement, paid leave, or workers' compensation from us.
4. You are solely responsible for all taxes on your Commissions, including income tax and self-employment tax, and for any business license, registration, or filing your jurisdiction requires. We do not withhold tax from your payouts.
5. You bear your own costs of promoting, including advertising, content production, and platform fees. We do not reimburse them.

5. Commission

5.1 How Commission is calculated

Commission is a flat fee, determined by the size of the account the Referred Member purchases, not by the price they pay. Because it is a flat fee, a promotion that reduces the price the Referred Member pays does not reduce your Commission.

Commission is a flat referral fee for each new membership, set by the account level of the membership the Referred Member buys.

Account size is measured at the time of the Qualifying Purchase.

Your referral fee is also the saving your Affiliate Code gives the person you refer: a one-time discount of the same dollar amount, spread over their first three months. See Section 8.2.

5.2 When Commission is released

Each Commission is released in two halves.

1. First half: released after the Referred Member's first payment has cleared.
2. Second half: released at Day 90, and only if both of the following are true on that date:
   • the Referred Member's account is still active, and
   • the Referred Member has made three (3) payments, or has paid in full.

If the Referred Member cancels, pauses, is refunded, charges back, or otherwise fails to meet both conditions before Day 90, the second half is not released and is not owed.

A released Commission enters your next eligible payout run under Section 9.

5.3 What Commission is not

Commission is the entire compensation for a Qualifying Purchase. There is no additional bonus, override, residual, or share of revenue, and no compensation for traffic, clicks, impressions, leads, applications, sign-ups, trials, or purchases that do not become a Qualifying Purchase.

6. Qualifying Purchases

A purchase is a Qualifying Purchase when all of the following are true:

1. it is a new, first-time paid membership (Solo Pro or Salon and Spa) bought through self-serve checkout;
2. it is correctly attributed to you under Section 8;
3. the buyer is not you, and is not excluded by Section 7;
4. the first payment clears and is not reversed; and
5. the buyer was not already a member, was not already in an active sales conversation with us at the time of the referral, and had not already been attributed to another Affiliate within the attribution window.

The following are not Qualifying Purchases and earn no Commission:

• a renewal of an existing membership;
• a tier change, a billing-cycle change, or the addition of seats to an existing membership;
• a reactivation or return of a former member;
• a school, franchise, enterprise, or any other purchase made under a separately negotiated agreement rather than self-serve checkout;
• a purchase by a person who reached checkout without your Affiliate Link or Affiliate Code, whatever they later tell us;
• a purchase made with a payment method that fails, is refunded, or is charged back; or
• any purchase we determine in good faith was obtained in breach of these Affiliate Terms.

Commission is paid once per referred account, on the first purchase only. There is no recurring commission, no renewal commission, no upgrade commission, and no commission on a tier change, a seat addition, or a billing-cycle switch. Attribution ends with that first purchase. Affiliate Codes are never accepted on an upgrade or a plan change.

7. Self-referral and related-party referrals

You may not earn Commission on your own purchase. This includes a purchase made:

1. by you, in any name;
2. by your business, or any business you own, control, or manage;
3. by a member of your household or immediate family;
4. by a person you instructed to use your code on a purchase they were going to make anyway and that was not the result of your promotion; or
5. through any arrangement in which you rebate, share, refund, or pay back any part of your Commission to the buyer, or offer the buyer cash, credit, a gift, a service, or anything else of value in exchange for using your code.

Self-referrals and incentivized referrals are reversed in full, and repeated instances are grounds for termination and forfeiture under Section 12.

8. Attribution

8.1 How a referral is attributed to you

A purchase is attributed to you when the buyer reaches checkout with your Affiliate Link, or enters your Affiliate Code at checkout.

Attribution is last click, with a 30-day window. If a buyer arrives on your Affiliate Link and buys within 30 days, the purchase is attributed to you. If the buyer arrives on someone else's Affiliate Link after yours and inside their own window, the most recent link wins.

A valid Affiliate Code entered at checkout always wins over a click. If a buyer arrives on one Affiliate Link and types a different Affiliate Code at checkout, the code is the attribution, because the buyer chose it deliberately.

Attribution is per browser and per device. A click is remembered only in the browser where it happened. A buyer who clicks your link on a phone and buys on a laptop will not be attributed to you unless they enter your Affiliate Code at checkout. Across devices, your Code is the only reliable way to be credited, so put your Code next to your Link everywhere you promote.

Ad blockers, privacy settings, cleared browser storage, and a buyer's own behavior can prevent a click from being recorded. See Section 16.

8.2 Attribution when a code is used with a promotion

Your Affiliate Code gives the Referred Member a one-time saving equal to your referral fee, spread over their first three monthly payments, or taken off their single annual payment in full.

Affiliate Codes do not stack with flash sales or other promotions. If your Code and a promotional code could both apply, each is priced in dollars against the plan and cycle the buyer chose, and only the better offer for the buyer comes off the price. If the two are equal, your Code wins.

You are paid your normal Commission whenever your code was on the purchase, even when the promotion produced the larger saving and your code did not reduce the price. The referral is attributed to you either way.

8.3 Codes on plan changes

Affiliate Codes are not accepted on a tier change, a billing-cycle change, or a renewal. See Section 6.

8.4 Our records decide

Our tracking and ledger records are the record of attribution and of what you have earned. If you believe an attribution is wrong, tell us within 30 days of the referred purchase and we will investigate and correct genuine errors. After that period our records are final. We are the final judge of an attribution dispute.

9. Getting paid

9.1 Schedule, threshold, and method

Funds are sent on the 15th. How long they take to land depends on your bank or your PayPal account, and we do not promise same-day settlement.

To be included in a payout run, a Commission must have been released under Section 5.2, and your payee details and tax form under Section 10 must be complete and valid before the run.

9.2 Reversals

We may reverse or withhold any Commission, and deduct it from your balance or from future Commissions, where:

1. the Referred Member's payment is refunded, charged back, reversed, or fails;
2. the Referred Member cancels, pauses, or becomes inactive before Day 90;
3. the purchase is found not to be a Qualifying Purchase;
4. the attribution is found to be wrong, duplicated, or obtained in breach of these Affiliate Terms; or
5. fraud, abuse, or manipulation is suspected on reasonable grounds, in which case we may hold the amount while we investigate.

If the Referred Member's first payment is refunded or charged back, any amount we have already paid you for it is reversed against your future payouts. If a reversal leaves your balance negative, the negative balance carries forward against future Commissions. If you have no future Commissions, we may invoice you for an amount already paid where it was obtained through fraud or a breach of these Affiliate Terms.

9.3 Disputes about a payout

Tell us within 60 days of a payout run if you believe the amount is wrong. Include your Affiliate Code and the referrals in question.

10. Tax forms and reporting

1. You must complete a valid tax form before your first payout. United States persons complete an IRS Form W-9. Persons outside the United States complete the applicable W-8 form. We cannot and will not pay you until a valid form is on file.
2. Your sensitive tax information is collected and held by our payments provider, not by us. All we see is that your form is on file. We never see the form itself.
3. If you are a United States person and we pay you $600 or more in a calendar year, we issue you an IRS Form 1099-NEC and report the payment, as the Internal Revenue Service requires for non-employee compensation.
4. If you are not a United States person, you complete the applicable Form W-8 (W-8BEN for individuals, W-8BEN-E for entities), you are paid in United States dollars, and you are responsible for your own taxes in your own country. We do not issue a Form 1099-NEC to a non-United States person.
5. You are responsible for keeping your tax information current. If a form expires or becomes invalid, payouts pause until it is replaced.
6. We may withhold amounts where we are required by law to do so.

11. Prohibited conduct

You must not do any of the following. Each is grounds for reversal of Commission, suspension, and termination with forfeiture under Section 12.

11.1 Paid advertising and search

1. Do not bid on our brand terms in any paid search or advertising platform, including "The Vitality Project," "Vitality Project," "Join the Vitality Project," "Elizabeth Faye," and any misspelling, variation, or combination of them with another word.
2. Do not use our name or marks in the display URL, headline, or visible path of any advertisement.
3. Do not run advertisements that point directly to our website using a paid placement, unless we have given you written permission for that specific campaign.
4. Do not use our brand terms in any negative-keyword-avoidance, dynamic search, broad-match, or automated campaign that produces the same result.

11.2 Where and how you may not promote

5. No coupon, deal, discount, cashback, or voucher sites, extensions, toolbars, or apps, and no submission of your code to them.
6. No spam. No unsolicited email, direct message, text message, comment, forum post, or bulk outreach. Every message you send must comply with the CAN-SPAM Act and any equivalent law that applies to you.
7. No cookie stuffing, forced clicks, pop-unders, iframes, redirects, adware, typosquatting, or any technique that sets attribution without the buyer's deliberate action.
8. No unofficial landing pages, websites, or apps that reproduce our branding, content, or design, and no page that could be mistaken for ours. Link to our own pages.
9. No impersonation. Do not present yourself as us, as our employee, as our spokesperson, as customer support, or as an official account, and do not register a social handle, domain, business name, or page name containing our marks.
10. No sub-affiliates, downlines, teams, or recruitment of other affiliates for a share of their earnings. The Program is one level deep.
11. Do not offer, promise, or provide any incentive for using your code, including cash back, a rebate, a gift, a service, a prize entry, or a donation, unless we have approved it in writing.

11.3 What you may not say

12. No income claims. Do not state or imply that a member, salon, school, or affiliate will earn, save, or make any particular amount, and do not present your own results as typical.
13. No medical, clinical, therapeutic, diagnostic, or healing claims. Do not say or imply that The Vitality Project treats, cures, heals, prevents, or diagnoses any condition, including anxiety, depression, burnout, addiction, trauma, or any physical illness. Do not describe it as therapy, counseling, or health care. It is wellness education, coaching, and community.
14. No guarantees of results of any kind, including retention, revenue, culture, staffing, or wellbeing outcomes.
15. Do not make any statement about our pricing, features, commitment, refunds, or cancellation that is not accurate and current. If you quote a price or a term, quote what is published.
16. Do not disparage, defame, or make false statements about us, our founder, our team, our partners, or our competitors.
17. Do not publish content that is unlawful, hateful, harassing, obscene, defamatory, or that targets or exploits minors.

11.4 Brand assets and content

18. Use only the brand assets we provide, in the form we provide them, and only to promote The Vitality Project. Do not alter our logo, wordmark, colors, or bird mark, do not create derivative marks, and do not register or attempt to register anything confusingly similar.
19. Do not reproduce, distribute, or excerpt program content, curriculum, replays, session recordings, or member-only material in your promotion. Use the approved assets.
20. Do not use our marks or content to train, fine-tune, or develop any AI model, and do not generate synthetic audio, video, or images of our founder, team, coaches, or members.
21. Your license to use our marks and assets is non-exclusive, revocable, and ends when your participation in the Program ends. You must then remove our marks and assets from your channels and stop using your Affiliate Link and Code.

12. Term, dormancy, suspension, and termination

1. Either of us may end your participation at any time, for any reason, with notice.
2. We may suspend your account immediately, without prior notice, where we reasonably suspect fraud, a breach of Section 7 or Section 11, or conduct that risks harm to members or to our brand. We will tell you promptly and give you a chance to respond.
3. On termination without cause, by you or by us: your Affiliate Link and Code stop working, and we pay every Commission you have already earned and released, in the normal payout runs, subject to the minimum balance in Section 9.1. Commissions not yet released at termination continue to release under Section 5.2 if the conditions are met.
4. On termination for cause, meaning a breach of Section 7 or Section 11 or fraud: unpaid Commissions are forfeited, and we may reverse Commissions already released and, where they were obtained by fraud, already paid.
5. Dormancy. If your account produces no Qualifying Purchase for twelve (12) consecutive months, we may deactivate it. We pay out any balance you have earned and released when we deactivate, including a balance below the $50 minimum in Section 9.1. Your Affiliate Link and Code stop working, and you may apply again.
6. Sections 4, 9.2, 10, 11.3, 11.4, 12, 13, 14, 15, and 16 survive termination.

13. Changes to the Program and to these Affiliate Terms

1. We may change the Program, including the Commission schedule, the attribution model, the payout mechanics, the assets, and these Affiliate Terms.
2. We will give you at least 30 days' written notice, by email to the address on your Affiliate account, before a change that reduces your Commission, lengthens the release conditions, changes the payout threshold or schedule, or narrows what counts as a Qualifying Purchase. Other changes take effect when posted.
3. A change is not retroactive. A Qualifying Purchase made before a change takes effect is paid at the rate and on the conditions in force when it was made.
4. We may end the Program entirely, with notice, and we will still pay what you have already earned.
5. Continuing to promote after a change takes effect is your acceptance of it. If you do not accept a change, stop promoting and tell us, and we will close your account under Section 12.

14. Required disclosure

United States law requires you to disclose your connection to us every time you promote The Vitality Project. The Federal Trade Commission's Endorsement Guides require a clear and conspicuous disclosure of any material connection between an endorser and a seller. Being paid a Commission is a material connection. So is receiving free or discounted membership, points, credits, a gift, or any other benefit.

This is your legal obligation, and it is also a condition of the Program.

14.1 The rules

1. Disclose every time, on every post, story, reel, video, email, newsletter, podcast episode, livestream, page, and one-to-one message in which you promote us or share your link or code. A disclosure on one post does not carry to the next.
2. Put it where people will see it, before they click. Not after a "more" link, not buried in a caption, not only in a bio, not only in a link-in-bio page, not in a hashtag pile, not on a separate disclosures page.
3. Use plain language. "Affiliate," "paid partnership," "I earn a commission," "sponsored." Do not use "#sp," "#collab," "#ambassador," "#thanks," "#partner" on its own, or a platform badge on its own.
4. Make it readable. Same language as the rest of your content. On video, say it out loud and put it on screen long enough to read. On a livestream, repeat it periodically. On audio, say it before the link.
5. Do not obscure it. Not grey on white, not tiny, not behind an image, not scrolling past.
6. Disclose in every channel, including direct messages, text messages, group chats, and in-person promotion where you share a code.
7. Be honest. Only endorse what you have actually experienced. Do not claim to be a member if you are not, do not claim results you did not have, and do not repeat the claims in Section 11.3.

14.2 If you do not disclose

We may ask you to fix or remove the content. Repeated or deliberate failure to disclose is a breach of Section 11 and grounds for termination for cause under Section 12. You are responsible for your own compliance with the FTC Endorsement Guides and any equivalent rule that applies to you, and you indemnify us under Section 16 for claims arising from your failure to comply.

15. Privacy: what you see, and what you never see

You never see a Referred Member's wellness or personal information. Specifically, you do not and will not receive:

• their survey answers, Vital Check responses, or wellness scores;
• their journal, reflection, goal, or wellness plan entries;
• their conversations with the AI coach or with support;
• their community posts, messages, or activity;
• their streaks, practice history, or participation data;
• their health information of any kind; or
• their payment details.

What you do see about a Referred Member is limited to what you need to be paid: that a referral occurred, the date, the size band of the account referred, the plan family and billing cycle, the Commission amount and its release status, and a limited identifier so you can recognize the referral, which is the business name for a Salon and Spa account and a first name and last initial for a Solo Pro account.

Your obligations with the data you do see:

1. Use it only to check your own Commission. Do not use it to contact, market to, profile, or sell to the Referred Member or anyone else.
2. Do not disclose it, publish it, or tell anyone who bought what. A referral is not a testimonial and is not yours to announce.
3. Do not build, sell, or share any list from it.
4. Anyone whose contact details you collect yourself, through your own list or channels, is yours to handle under your own privacy obligations, not ours. Do not add anyone to any list on our behalf, and do not tell anyone that we will contact them.

Our handling of your own personal information as an Affiliate, including your payee and tax information, is described in our Privacy Policy.

16. Disclaimers, liability, and indemnity

1. We do not guarantee earnings. Nothing in the Program is a representation that you will earn any amount. Whether you earn anything depends entirely on whether people you refer buy and stay.
2. We do not guarantee availability. We may change, interrupt, or discontinue the Program, the Affiliate dashboard, tracking, or any asset at any time. Tracking may fail for reasons outside our control, including ad blockers, privacy settings, browser restrictions, and a buyer's own behavior, and we are not liable for a referral that was not tracked.
3. The limitation of liability in the Terms of Service applies to the Program, and our total liability to you in connection with the Program will not exceed the Commissions properly payable to you.
4. You indemnify us under Section 26 of the Terms of Service for claims arising from your promotion, your content, your statements about us, your failure to disclose under Section 14, your handling of anyone's personal information, and your breach of these Affiliate Terms.
5. The Program pays in United States dollars only, by direct deposit or PayPal, against a Form W-9 or the applicable Form W-8. You may take part from outside the United States on those terms, and you are responsible for your own taxes and for complying with the advertising, endorsement, and consumer-protection law that applies where you promote.

17. Governing law and disputes

These Affiliate Terms are governed by, and disputes under them are resolved in accordance with, Section 27 of the Terms of Service, including its governing law, informal negotiation requirement, arbitration agreement, class-action restriction, venue, and time limit on claims, all of which are incorporated into these Affiliate Terms by reference. Those provisions apply to a dispute under these Affiliate Terms as if set out here in full.

18. General

You may not assign these Affiliate Terms without our written consent. We may assign them freely. If a provision is unenforceable it is severed and the rest stands. Our failure to enforce a provision is not a waiver of it. These Affiliate Terms, the Terms of Service, and the Program materials we publish are the entire agreement about the Program.

19. Contact

The Vitality Project, LLC
Affiliate Program
Email: support@jointhevitalityproject.com
Support: support@jointhevitalityproject.com
525 E Amiata Way, Washington, Utah 84780