HOLY HYDROGEN AFFILIATE MARKETING AGREEMENT
Lourdes Hydrofix Premium Edition and Related Holy Hydrogen Products
This Affiliate Marketing Agreement (the "Agreement") is entered into as of today (the "Effective Date"), by and between Molecular Hydrogen Technologies, LLC, an Oregon limited liability company doing business as Holy Hydrogen, with its principal place of business at 10350 N Vancouver Way, #63888. Portland, OR 97217. ("Molecular Hydrogen Technologies," the "Company," or "MHT"), and affiliate ("Affiliate"). Molecular Hydrogen Technologies and Affiliate are each a "Party" and together the "Parties."
RECITALS
WHEREAS, Molecular Hydrogen Technologies is the U.S. distributor of the Lourdes Hydrofix Premium Edition, a Japanese-engineered hydrogen water generator with optional hydrogen gas inhalation, and other related products marketed at holyhydrogen.com and shop.holyhydrogen.com (collectively, the "Products");
WHEREAS, the Products are general wellness consumer goods and are not medical devices, dietary supplements, or drugs, and are not intended to diagnose, treat, cure, mitigate, or prevent any disease;
WHEREAS, Affiliate desires to promote the Products to its audience through approved digital and offline channels in exchange for performance-based commissions; and
WHEREAS, Molecular Hydrogen Technologies is willing to authorize Affiliate to do so subject to strict compliance with applicable law (including, without limitation, U.S. Federal Trade Commission ("FTC") Endorsement Guides, FTC Health Products Guidance, and U.S. Food and Drug Administration ("FDA") general wellness device and food labeling guidance), and with the Holy Hydrogen Compliance Rules v3 attached as Exhibit A and incorporated herein by reference;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. APPOINTMENT, SCOPE, AND DEFINITIONS
1.1 Appointment. Molecular Hydrogen Technologies hereby appoints Affiliate as a non-exclusive, non-transferable, revocable promoter of the Products, and Affiliate accepts such appointment, subject to the terms and conditions of this Agreement. This Agreement does not grant Affiliate any reseller, distributor, dealer, or wholesale rights. Affiliate may not purchase Products at wholesale, repackage them, take title to inventory, or sell Products under its own brand.
1.2 Non-Exclusive. Molecular Hydrogen Technologies reserves the right to appoint other affiliates, distributors, or marketing partners, to market the Products directly or through any channel, and to sell the Products through any of its own properties, including holyhydrogen.com and shop.holyhydrogen.com.
1.3 Definitions. Capitalized terms not otherwise defined have the meanings set forth below:
"Approved Channels" means the websites, email lists, social-media accounts, podcasts, video channels, and other digital and offline properties operated or controlled by Affiliate and identified on Schedule 1, as the same may be updated by written notice from time to time.
"Affiliate Link" means the unique, trackable URL provided by Molecular Hydrogen Technologies (or its affiliate platform provider) that attributes Qualifying Sales to Affiliate.
"Compliance Rules" means the Holy Hydrogen Compliance Rules v3 attached as Exhibit A, as updated from time to time by Molecular Hydrogen Technologies.
"FTC Disclosure" means the clear and conspicuous disclosure of Affiliate's material connection to Molecular Hydrogen Technologies as required by 16 C.F.R. Part 255 (the FTC Endorsement Guides).
"Holy Hydrogen Marks" means the Holy Hydrogen and Lourdes Hydrofix word marks, logos, product imagery, certificates, white papers, photography, and other brand assets made available to Affiliate.
"Gross Sales" means the total amount paid by the end customer for the Products on a Qualifying Sale, excluding only sales, use, value-added, or similar transaction taxes collected by Molecular Hydrogen Technologies on behalf of a taxing authority. For clarity, Gross Sales is calculated before deduction of shipping, processing fees, discounts, or any other expense, but a Qualifying Sale that is later returned, refunded, charged back, or otherwise reversed within the Return Window is subject to Commission reversal as set forth in Section 2.5.
"Qualifying Sale" means a sale of Products to an end customer through an Affiliate Link that (a) is completed on a Molecular Hydrogen Technologies e-commerce property, (b) is fully paid, (c) is not returned, refunded, charged back, or otherwise reversed within the Return Window, and (d) is not made to Affiliate, Affiliate's household, Affiliate's employees, or any account controlled by Affiliate.
"Return Window" means the standard customer return / refund / chargeback period as published in Molecular Hydrogen Technologies's storefront policy, plus thirty (30) days.
2. COMMISSIONS AND PAYMENT
2.1 Commission Rate. Subject to the terms of this Agreement, Molecular Hydrogen Technologies will pay Affiliate a commission of five percent (5%) of Gross Sales on each Qualifying Sale (the "Commission"), unless a different rate is set forth on Schedule 2 for a specific Product, promotion, or tier. Commission rates may be modified by Molecular Hydrogen Technologies on thirty (30) days' prior written notice. Modified rates apply prospectively to Qualifying Sales that close after the effective date of the change.
2.2 Attribution; Coupon Code Priority. Qualifying Sales are attributed to Affiliate using the following hierarchy, in order of priority: (a) first, by use of an Affiliate-specific coupon, discount, or promo code issued to Affiliate by Molecular Hydrogen Technologies and applied at checkout (a "Coupon Code"); and (b) if no Coupon Code is applied, by last-click attribution on a click of an Affiliate Link occurring within thirty (30) days prior to the completed sale. Use of an Affiliate's Coupon Code at checkout takes precedence over any prior or subsequent Affiliate Link click and is the controlling attribution signal even if the customer originally arrived from another affiliate's link or directly. If a customer applies multiple Coupon Codes (where permitted), the Coupon Code shown as the applied code on the order is controlling. Molecular Hydrogen Technologies's e-commerce and tracking systems are the sole authoritative record of Coupon Code usage, clicks, attributions, and Qualifying Sales.
2.3 Permitted Personal Use; Prohibited Conduct. Affiliate is permitted to use its own Affiliate Link or Coupon Code for personal purchases (including purchases by Affiliate, Affiliate's household, and Affiliate's employees), and Commissions on such Qualifying Sales will be paid in the ordinary course. Notwithstanding the foregoing, Molecular Hydrogen Technologies may, in its sole discretion, void Commissions arising from click fraud, cookie stuffing, automated or bot-driven traffic, malware, trademark bidding violations, unauthorized adware/toolbar distribution, false or fabricated orders intended to be reversed, or any other conduct prohibited by Section 3.5 or otherwise unlawful or fraudulent.
2.4 Payment Schedule. Molecular Hydrogen Technologies will calculate accrued and unreversed Commissions monthly. Earned Commissions in excess of fifty U.S. dollars ($50.00) (the "Payment Threshold") will be paid on a Net 30 basis after the close of each calendar month, via the payment method elected by Affiliate (ACH, wire, PayPal, or as otherwise made available by Molecular Hydrogen Technologies's affiliate platform). Earned Commissions below the Payment Threshold will roll forward and be paid in the next month in which the cumulative balance exceeds the Payment Threshold.
2.5 Returns, Refunds, and Chargebacks. Commissions are reversed dollar-for-dollar against any Product return, refund, chargeback, or fraud-related reversal that occurs within the Return Window. Reversals are netted against future Commissions. If reversals exceed accrued Commissions, Affiliate will, on written demand, refund the negative balance to Molecular Hydrogen Technologies within thirty (30)
days.
2.6 Switching Affiliates. Once an order is completed and attributed in Molecular Hydrogen Technologies’ systems, the assigned Affiliate Link or Coupon Code attribution is final and will not be changed, reassigned, or transferred to another affiliate after the fact.
2.7 Taxes. Affiliate is engaged by Molecular Hydrogen Technologies as an independent contractor for U.S. tax purposes. Affiliate is not, and shall not be treated as, an employee of Molecular Hydrogen Technologies, and Molecular Hydrogen Technologies shall not issue an IRS Form W-2 to Affiliate or withhold employment taxes. All U.S. Affiliates whose annual Commissions meet the applicable IRS reporting threshold will be issued an IRS Form 1099 (or its successor or equivalent). Affiliate is solely responsible for all federal, state, and local income taxes, self-employment taxes, and any sales/use taxes arising from Commissions. Affiliate must complete and deliver an IRS Form W-9 (or, for non-U.S. Affiliates, the appropriate Form W-8) before any Commissions will be paid.
2.8 No Other Compensation. The Commission is the sole and exclusive compensation owed to Affiliate. Affiliate is not entitled to expense reimbursement, equity, free Products, royalties, or any other consideration unless specifically agreed in a separate written addendum signed by Molecular Hydrogen Technologies.
3. AFFILIATE OBLIGATIONS
3.1 Lawful Promotion. Affiliate shall promote the Products only in a lawful, ethical, and accurate manner, in compliance with all applicable federal, state, and local laws, regulations, rules, and industry codes, including without limitation the FTC Act, FTC Endorsement Guides, FTC Health Products Guidance, FDA general wellness device guidance, FDA food labeling guidance, the CAN-SPAM Act, the Telephone Consumer Protection Act, applicable state consumer protection statutes, and the privacy laws applicable to Affiliate's audience (including, where applicable, the California Consumer Privacy Act/CPRA and similar state laws).
3.2 Compliance with Rules. Affiliate has read, understands, and shall comply at all times with the Holy Hydrogen Compliance Rules v3 attached as Exhibit A. The Compliance Rules are a binding part of this Agreement. Without limiting the foregoing, Affiliate shall not:
Make any disease claim about the Products, or claim that any Product can diagnose, treat, cure, mitigate, prevent, heal, reverse, eliminate, fight, kill, or protect against any disease, condition, symptom, or pathogen;
Use the phrases "FDA approved," "clinically proven," "miracle," "breakthrough cure," "anti-cancer," "anti-tumor," "anti-diabetic," "hydrogen enriched" (use "hydrogen-rich"), or the DSHEA dietary-supplement disclaimer;
Bridge published research findings to product effects (e.g., "studies show X, therefore the Lourdes Hydrofix does X"), or imply that purchasing a Product will produce any outcome described in published research;
Place a "Buy Now," "Add to Cart," or equivalent purchase call-to-action within or immediately adjacent to research, study citations, or science-education content, except where visually and structurally separated as permitted by the Compliance Rules;
Publish before-and-after health narratives, symptom-resolution stories, treatment outcomes, or testimonials referencing diseases, diagnoses, or medical conditions, whether from Affiliate, customers, friends, family, or any third party;
Imply that the Products replace medical care, prescription medication, or the advice of a healthcare provider;
Misrepresent any test certificate, certification (PSE, UL, ISO 9001, ISO 14001, JFRL, JSPM, Sabae Quality, Made in Japan), purity figure, output figure, or third-party report; or
Use any unscreened user-generated content as a testimonial without removing disease names, diagnoses, treatment outcomes, and medical language as required by the Compliance Rules.
3.3 FTC Disclosure. Affiliate shall include a clear and conspicuous FTC Disclosure of Affiliate's material connection to Molecular Hydrogen Technologies in every post, video, story, email, podcast episode, livestream, or other content that promotes the Products, regardless of channel. The disclosure must (a) appear before any product link, recommendation, or call-to-action, (b) be in plain language understandable to a reasonable consumer, (c) be in the same language as the content, and (d) not be hidden, buried below "Show More," obscured by other text, or placed only in a profile bio. Acceptable language includes, without limitation: "#ad," "#sponsored," "Paid partnership with Holy Hydrogen," "I earn a commission if you buy through this link," "Affiliate," and equivalent disclosures. Hashtag-only disclosures must appear at the start of the caption or post and must not be the last item in a long string of hashtags. For audio and video content, Affiliate must include a verbal disclosure at the start of the segment in which the Products are mentioned. Affiliate is responsible for monitoring FTC guidance and updating disclosures accordingly.
3.4 Approved Materials. Molecular Hydrogen Technologies will provide a media kit containing approved product imagery, copy blocks, technical specifications, certificate scans, and disclosure templates (the "Approved Materials"). Affiliate shall use the Approved Materials in their then-current form, without alteration that would change a substantive specification, claim, or disclosure. Affiliate may translate Approved Materials into another language, but the resulting translation must be submitted for review pursuant to Section 3.6 before publication.
3.5 Prohibited Tactics. In addition to the Compliance Rules, Affiliate shall not engage in any of the following:
Bidding on Holy Hydrogen, "Holy Hydrogen," "Lourdes Hydrofix," any variant or misspelling thereof, or domain-name look-alikes in any pay-per-click, search, or social ad platform without prior written authorization from Molecular Hydrogen Technologies;
Registering, owning, or using any domain name, social handle, or app store name that contains "Holy Hydrogen," "Lourdes Hydrofix," or a confusingly similar variant;
Sending unsolicited commercial email ("spam") or otherwise violating CAN-SPAM, CASL, or other email/SMS marketing laws;
Distributing Affiliate Links via cookie-stuffing, hidden iframes, malware, browser-extension injection, toolbars, or unauthorized adware;
Posting Affiliate Links to coupon, deal, or rebate sites that have not been pre-approved in writing by Molecular Hydrogen Technologies;
Misrepresenting the price, availability, return policy, warranty, or shipping terms of any Product;
Promoting the Products to any audience that Affiliate knows or reasonably should know contains a material number of minors under the age of 18, pregnant individuals seeking medical information, or persons with active medical conditions seeking treatment;
Combining the Products in marketing with any third-party product or service in a way that implies a partnership, endorsement, or co-launch with a third party not authorized by Molecular Hydrogen Technologies; or
Engaging in any conduct that could reasonably be expected to bring Molecular Hydrogen Technologies, the Lourdes Hydrofix brand, or its Japanese manufacturer into disrepute.
3.6 Pre-Publication Review and Right of Removal. Molecular Hydrogen Technologies has the right (but not the obligation) to review any content created by Affiliate that mentions the Products, prior to or after publication. Affiliate shall promptly provide drafts upon request. Molecular Hydrogen Technologies will use commercially reasonable efforts to review submitted content within forty-eight (48) hours. If Molecular Hydrogen Technologies identifies any material that violates this Agreement, the Compliance Rules, or applicable law, Molecular Hydrogen Technologies may, in its sole discretion, (i) require Affiliate to revise the content, (ii) require Affiliate to remove the content, or (iii) terminate this Agreement immediately as set forth in Section 8. Affiliate shall comply with any takedown or revision request within twenty-four (24) hours of notice. Failure to comply within twenty-four (24) hours is a material breach of this Agreement.
3.7 Customer Inquiries. If Affiliate receives an inquiry that asks whether a Product will treat or address a disease or medical condition, Affiliate shall not answer that question and shall instead direct the customer to Holy Hydrogen's customer service or to a healthcare provider, using language substantially equivalent to: "The Lourdes Hydrofix is a hydrogen water generator, not a medical device. We encourage you to explore the published research on molecular hydrogen and discuss any health decisions with your healthcare provider." Affiliate shall not provide medical, health, fitness, dietary, legal, or financial advice in connection with the Products.
4. INTELLECTUAL PROPERTY AND LICENSE
4.1 License to Affiliate. Subject to Affiliate's continuing compliance with this Agreement, Molecular Hydrogen Technologies grants Affiliate a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Term, to (a) display the Holy Hydrogen Marks solely as provided in the Approved Materials, (b) link to Molecular Hydrogen Technologies properties using the Affiliate Link, and (c) reproduce the Approved Materials on Approved Channels solely for the purpose of promoting the Products in accordance with this Agreement.
4.2 Reservation of Rights. All right, title, and interest in and to the Holy Hydrogen Marks, the Products, and the Approved Materials, including all goodwill associated therewith, are and shall remain the exclusive property of Molecular Hydrogen Technologies and/or its licensors (including the Japanese manufacturer of the Lourdes Hydrofix). All use of the Holy Hydrogen Marks by Affiliate inures to the benefit of Molecular Hydrogen Technologies. Affiliate acquires no ownership interest in any Holy Hydrogen Mark or Approved Material.
4.3 Affiliate Content; License to Molecular Hydrogen Technologies. Affiliate represents and warrants that any photography, video, voiceover, written copy, music, graphics, or other content created by Affiliate that mentions, depicts, or relates to the Products, the Holy Hydrogen Marks, or this Agreement (collectively, "Affiliate Content") (a) is original to Affiliate or properly licensed with all rights necessary for the grant in this Section, (b) does not and will not infringe, violate, or misappropriate any third-party intellectual property, privacy, publicity, moral, or contractual right, and (c) complies with this Agreement and all applicable law. Affiliate hereby irrevocably grants to Molecular Hydrogen Technologies and its successors, assigns, affiliates, licensees, and authorized partners a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable (through multiple tiers) license and right to use, host, store, reproduce, copy, modify, edit, adapt, translate, create derivative works of, publicly perform, publicly display, distribute, transmit, broadcast, syndicate, publish, repurpose, and otherwise exploit the Affiliate Content, in whole or in part, alone or in combination with other content, in any and all media, formats, channels, and platforms now known or hereafter developed (including, without limitation, Molecular Hydrogen Technologies' websites, email, social media, paid advertising, retail and trade marketing, packaging, point-of-sale, podcasts, video, OTT, broadcast, print, point-of-purchase displays, internal training materials, investor materials, public relations, and AI/machine-learning training and fine-tuning), for any purpose, including, without limitation, marketing, advertising, promotion, editorial, training, research, and commercial exploitation, in each case without further notice, attribution, approval, or compensation to Affiliate. Affiliate further grants Molecular Hydrogen Technologies the right to use Affiliate's name, social-media handle, voice, image, likeness, biographical information, and quotations in connection with such use. To the extent any moral rights or rights of attribution or integrity exist in any jurisdiction, Affiliate hereby irrevocably waives such rights, or, where waiver is not permitted, agrees not to assert them against Molecular Hydrogen Technologies or its licensees. This Section 4.3 survives termination or expiration of this Agreement.
4.4 No Modification of Marks or Specs. Affiliate shall not modify the Holy Hydrogen Marks, the trade dress of the Products, or any specification, certification, or test result described in the Approved Materials. Specifications and figures must be reproduced exactly as published, with the original lab attribution and certificate number where applicable.
5. CONFIDENTIALITY
5.1 Confidential Information. "Confidential Information" means any non-public information disclosed by Molecular Hydrogen Technologies to Affiliate, whether orally, in writing, or by inspection of tangible items, that is identified as confidential or that a reasonable person would understand to be confidential, including, without limitation, unreleased product information, supplier information, manufacturing methods, sales and traffic data, commission structures, customer lists, and the terms of this Agreement.
5.2 Obligations. Affiliate shall (a) hold Confidential Information in strict confidence, (b) use it only for the purpose of performing this Agreement, (c) protect it with the same degree of care it uses for its own confidential information of like kind (and in no event less than reasonable care), and (d) not disclose Confidential Information to any third party without the prior written consent of Molecular Hydrogen Technologies.
5.3 Exclusions. Confidential Information does not include information that (i) is or becomes publicly known through no fault of Affiliate, (ii) was rightfully in Affiliate's possession without confidentiality obligations before disclosure, (iii) is rightfully received from a third party without confidentiality obligations, or (iv) is independently developed by Affiliate without use of Confidential Information.
5.4 Survival. The obligations in this Section 5 survive termination of this Agreement for a period of three (3) years, except that obligations regarding trade secrets survive for so long as the information remains a trade secret under applicable law.
6. REPRESENTATIONS AND WARRANTIES
6.1 Mutual. Each Party represents and warrants that (a) it has full power and authority to enter into and perform this Agreement, and (b) its execution and performance do not and will not conflict with any other agreement to which it is a party.
6.2 Affiliate. Affiliate further represents and warrants that, throughout the Term, (a) Affiliate is at least eighteen (18) years of age, (b) Affiliate has read the Compliance Rules and is capable of complying with them, (c) Affiliate's promotional activities will comply with all applicable laws and with this Agreement, (d) Affiliate is not subject to any FTC or FDA enforcement action, consent decree, or industry self-regulatory body sanction that limits its ability to make wellness or health-related representations, and (e) all Affiliate Content is original or properly licensed and does not infringe any third-party right.
6.3 Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PRODUCTS AND THE APPROVED MATERIALS ARE PROVIDED "AS IS." MOLECULAR HYDROGEN TECHNOLOGIES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. MOLECULAR HYDROGEN TECHNOLOGIES MAKES NO WARRANTY THAT AFFILIATE WILL EARN ANY MINIMUM AMOUNT OF COMMISSIONS, OR THAT THE AFFILIATE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE.
7. INDEMNIFICATION
7.1 By Affiliate. Affiliate shall defend, indemnify, and hold harmless Molecular Hydrogen Technologies, its officers, directors, employees, agents, and affiliates (the "Indemnified Parties") from and against any and all third-party claims, demands, actions, proceedings, losses, damages, fines, penalties, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and the costs of any FTC, FDA, state attorney general, or class action investigation or proceeding) arising out of or relating to (a) Affiliate's breach of this Agreement, the Compliance Rules, or any law, (b) any claim, statement, testimonial, or representation made by Affiliate about the Products, (c) any Affiliate Content, including infringement of any third-party intellectual property, privacy, or publicity right, (d) Affiliate's promotional methods, including violations of the FTC Endorsement Guides, CAN-SPAM, TCPA, or applicable state consumer protection law, and (e) any tax obligation arising from Commissions paid to Affiliate.
7.2 Procedure. Molecular Hydrogen Technologies will (a) promptly notify Affiliate in writing of any claim subject to indemnification (provided that failure to do so does not relieve Affiliate of its obligations except to the extent Affiliate is actually prejudiced), (b) cooperate with Affiliate at Affiliate's expense, and (c) permit Affiliate to control the defense of any claim, except that Molecular Hydrogen Technologies may participate at its own expense, and Affiliate may not settle any claim that admits liability or imposes any obligation on Molecular Hydrogen Technologies without Molecular Hydrogen Technologies's prior written consent.
8. TERM AND TERMINATION
8.1 Term. This Agreement begins on the Effective Date and continues for an initial term of ninety (90) days (the "Initial Term"), and thereafter renews automatically for successive thirty (30) day terms unless terminated as provided herein (collectively, the "Term").
8.2 Termination for Convenience. Either Party may terminate this Agreement, with or without cause, on fourteen (14) days' prior written notice to the other Party.
8.3 Termination for Cause. Molecular Hydrogen Technologies may terminate this Agreement, effective immediately upon written notice to Affiliate, if Affiliate (a) breaches the Compliance Rules, the FTC Endorsement Guides, FDA labeling/wellness device guidance, or any other applicable law, (b) fails to revise or remove non-compliant content within twenty-four (24) hours of notice from Molecular Hydrogen Technologies, (c) makes a disease, treatment, or "FDA approved"/"clinically proven" claim about the Products, (d) engages in any conduct prohibited by Section 3.5 (Prohibited Tactics), (e) becomes insolvent or files for bankruptcy, or (f) otherwise materially breaches this Agreement.
8.4 Effect of Termination. Upon termination or expiration: (a) all licenses granted to Affiliate immediately terminate; (b) Affiliate shall, within seventy-two (72) hours, cease all use of the Holy Hydrogen Marks, remove or disable all Affiliate Links, and delete or take down all content promoting the Products on Approved Channels (or, if technically infeasible to fully remove, place clear "no longer affiliated" notices); (c) Affiliate shall return or destroy all Confidential Information; (d) Molecular Hydrogen Technologies will pay Commissions properly accrued and unreversed as of the date of termination on the next regular payment date, except that Molecular Hydrogen Technologies may withhold or offset amounts owed by Affiliate, including indemnification obligations; and (e) Molecular Hydrogen Technologies may, in its sole discretion, void any unpaid Commissions associated with content that violated this Agreement.
8.5 Survival. Sections 1.4, 2.5, 2.6, 3.7, 4.2, 4.3, 5, 6, 7, 8.4, 8.5, 9, 10, and 11, and any other provision that by its nature should survive, will survive termination or expiration of this Agreement.
9. LIMITATION OF LIABILITY
9.1 Cap. EXCEPT FOR (i) AFFILIATE'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 7, (ii) BREACH OF SECTIONS 3 (AFFILIATE OBLIGATIONS), 4 (INTELLECTUAL PROPERTY), OR 5 (CONFIDENTIALITY), OR (iii) AFFILIATE'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL COMMISSIONS PAID TO AFFILIATE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).
9.2 No Consequential Damages. EXCEPT FOR THE EXCLUSIONS IN SECTION 9.1, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. INDEPENDENT CONTRACTOR
10.1 Status. Affiliate is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, agency, or franchise relationship. Neither Party has authority to bind the other or to incur obligations on the other's behalf. Affiliate is solely responsible for its own personnel, equipment, taxes, benefits, insurance, and compliance with applicable employment laws.
11. GENERAL PROVISIONS
11.1 Notices. All notices under this Agreement must be in writing and delivered to the address listed in the introductory paragraph (or as updated by written notice). Email notice to the email address each Party designates is deemed sufficient for routine matters; notices of termination, breach, or indemnification must be delivered by both email and traceable courier or certified mail.
11.2 Governing Law; Venue. This Agreement is governed by the laws of the State of Oregon, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Multnomah County, Oregon, for any dispute not subject to arbitration under Section 11.3.
11.3 Dispute Resolution; Arbitration; Class Action Waiver. Any dispute, claim, or controversy arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach, or termination thereof, that is not resolved by good-faith negotiation within thirty (30) days will be finally resolved by confidential binding arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules, before a single arbitrator, in Portland, Oregon or by videoconference. The arbitrator's award is final and enforceable in any court of competent jurisdiction. EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. Notwithstanding the foregoing, either Party may seek injunctive or equitable relief in court for actual or threatened infringement of intellectual property rights or breach of confidentiality.
11.4 Assignment. Affiliate may not assign or delegate this Agreement, in whole or in part, by operation of law or otherwise, without Molecular Hydrogen Technologies's prior written consent. Molecular Hydrogen Technologies may assign this Agreement, in whole or in part, without consent, including to an affiliate, successor, or acquirer. Any purported assignment in violation of this Section is void.
11.5 Modification of Program. Molecular Hydrogen Technologies may modify the affiliate program (including Commission rates, Approved Materials, the Compliance Rules, and Approved Channels) on thirty (30) days' prior written notice. Continued promotion of the Products after the effective date of any modification constitutes Affiliate's acceptance of the modification.
11.6 Entire Agreement. This Agreement, including its Exhibits and Schedules, is the entire agreement between the Parties with respect to its subject matter, and supersedes all prior or contemporaneous understandings, communications, or agreements, written or oral.
11.7 Amendments. Except as expressly permitted in Section 11.5, this Agreement may be amended only by a writing signed by both Parties.
11.8 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in full force and effect.
11.9 Waiver. No waiver of any provision is effective unless in writing and signed by the waiving Party. No failure or delay in exercising any right or remedy operates as a waiver thereof.
11.10 Force Majeure. Neither Party is liable for any failure or delay caused by acts of God, war, terrorism, civil unrest, government action, pandemic, supply-chain disruption, internet or third-party platform outage, or other event beyond its reasonable control, provided the affected Party gives prompt notice and uses reasonable efforts to mitigate.
11.11 Counterparts; Electronic Signature. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Electronic signatures (including via DocuSign or equivalent) are valid and binding.
11.12 Headings. Headings are for convenience only and do not affect interpretation.
EXHIBIT A — HOLY HYDROGEN COMPLIANCE RULES (SUMMARY)
The full Holy Hydrogen Compliance Rules v3 are incorporated by reference and govern every Affiliate communication. Affiliate acknowledges receipt of the full Compliance Rules document. The summary below is provided for convenience only; in the event of any conflict, the full Compliance Rules control.
A.1 Regulatory Frame
The Lourdes Hydrofix is a device, not a dietary supplement. DSHEA does not apply. Never use the DSHEA disclaimer.
Governing guidance: FDA General Wellness Device guidance (Jan 2026); FTC Health Products Guidance (Dec 2022, clarified Sept 2023); FTC Endorsement Guides; FDA GRAS Notice 520 (dissolved hydrogen).
A.2 Hard Prohibitions
Never make a disease claim. Never use: cures, treats, prevents, heals, reverses, eliminates, fights (disease), kills (pathogens), protects against (disease).
Never use: "FDA approved," "clinically proven," "miracle," "breakthrough cure," "anti-cancer/anti-tumor/anti-diabetic," "hydrogen enriched" (use "hydrogen-rich"), the DSHEA disclaimer.
Never bridge research findings to product claims. Research describes what scientists are studying about molecular hydrogen; it does not describe the function of the Lourdes Hydrofix.
Never feature unscreened testimonials. Screen for disease names, diagnoses, treatment outcomes. Rewrite to focus on product experience.
Inhalation distinction: drinking water = GRAS food ingredient (wellness claims permissible). Inhalation = NOT GRAS, NOT supplement. Limit inhalation marketing to engineering specs and material safety only.
A.3 Approved Research-Framing Patterns (Required)
Attribute to researchers: "Scientists are studying...", "Researchers are exploring...".
Attribute to studies: "Published studies have explored how molecular hydrogen may...".
Use hedging: "may support," "may help," "potential benefits," "suggest" (not "prove").
Include separation disclaimer: "The information above reflects topics explored in published scientific research on molecular hydrogen. It does not describe the function of the Lourdes Hydrofix device."
A.4 Allowed Claim Tiers
P1 Engineering & Product (GREEN): factual specs — ppm, purity, flow rate, separate-chamber, titanium electrodes, Japanese-made, warranty, PFOA-free, third-party tested, pH-neutral.
P2 Consumer Education (GREEN): feature comparisons (plated vs. solid titanium, direct vs. separate chamber, tested vs. untested) with cited basis.
P3 General Wellness (YELLOW): "supports antioxidant defenses," "supports cellular hydration," "supports healthy recovery," "premium hydration." Disclaimer required.
P4 Lifestyle & Experience (GREEN): aspirational, subjective, daily routine.
P5 Heritage & Craftsmanship (GREEN): Japanese engineering, Sabae heritage, CTO biography.
P6 Research & Educational (YELLOW): separation rules and disclaimers required (see A.3).
P7 Physician Endorsements (YELLOW): named, credentialed; engineering/material safety only; material connection disclosed; jurisdiction disclaimer for non-U.S.
P8 Certifications & Independent Testing (GREEN): cite certificate number, lab, date.
P9 Customer Stories (GREEN with screening): durability, build quality, routine, value, purity. No disease/health claims.
A.5 Required Disclaimers
Sitewide / always-on: "Holy Hydrogen products, including the Lourdes Hydrofix Premium Edition, are not medical devices and are not intended to diagnose, treat, cure, or prevent any disease. All information ... is provided for educational and general wellness purposes only and should not be considered medical advice. Always consult a qualified healthcare provider..."
Research section: "The information above reflects topics explored in published scientific research on molecular hydrogen. It does not describe the function of the Lourdes Hydrofix device. The Lourdes Hydrofix is a hydrogen water generator — not a medical device — and is not intended to diagnose, treat, cure, or prevent any disease."
Customer stories: "Individual experiences may vary. The Lourdes Hydrofix is a hydrogen water generator, not a medical device. These stories reflect each owner's personal experience with the product and are not intended as health claims."
Non-U.S. physician endorsement: "Dr. [Name]'s comments reflect his/her professional opinion in the context of the [country] healthcare system. The Lourdes Hydrofix is not marketed as a medical device in the United States."
A.6 Quick Word Swaps
"hydrogen enriched" → "hydrogen-rich"
"FDA approved" → "FDA GRAS status" (when accurate, for dissolved hydrogen as food ingredient only)
"clinically proven" → "supported by growing research"
"cures / treats / heals" → "supports / maintains"
"medical grade" (as health claim) → "99.928% purity" (technical spec)
"therapy / treatment" → "wellness routine / wellness practice"
"prevents [disease]" → "supports [wellness function]"
"proven to" → "studies suggest / research indicates"
XHIBIT B — FTC DISCLOSURE EXAMPLES
Affiliate must include a clear and conspicuous FTC Disclosure with every promotion of the Products. The following examples are illustrative; Affiliate is responsible for monitoring FTC guidance and adjusting disclosure form as needed.
B.1 Approved Disclosure Phrasing
"#ad" or "#sponsored" placed at the start of a caption or post.
"Paid partnership with Holy Hydrogen."
"I earn a commission from Holy Hydrogen if you buy through my link."
"This is an affiliate link; I receive a commission at no extra cost to you."
"Holy Hydrogen partner — I am compensated for sales through my link."
B.2 Placement Rules
Disclosure must appear before any product link, recommendation, or call-to-action.
Disclosure must not be hidden, buried below "Show More," obscured, or placed only in a profile bio.
Hashtag-only disclosures must appear at the start of the caption or post (not at the end of a long hashtag string).
For audio and video, include a verbal disclosure at the start of the segment in which the Products are mentioned, regardless of any on-screen text.
For livestreams, repeat the disclosure at reasonable intervals so late-joining viewers see it.
B.3 Approved Sample Captions (illustrative only)
"#ad — Started my morning routine with hydrogen-rich water from my Lourdes Hydrofix. Engineered in Japan, separate-chamber electrolysis, solid titanium-platinum electrodes, individually tested before shipping. Specs at the link in bio."
"Affiliate post — I get a commission if you buy through my link. The Lourdes Hydrofix is the only hydrogen water generator I've found that ships every unit with its own JFRL-certified output report. Specs and certificates at holyhydrogen.com."
B.4 Prohibited Sample Captions (DO NOT USE)
NOT ALLOWED: "Hydrogen water cured my [condition]." (disease claim — terminate-on-sight)
NOT ALLOWED: "FDA-approved hydrogen device." (false; product is not FDA-approved as a medical device)
NOT ALLOWED: "Clinically proven to reduce inflammation." (bridges research to product, "clinically proven" is prohibited)
NOT ALLOWED: "Studies show hydrogen treats diabetes — buy the Lourdes Hydrofix here." (bridges research to product; disease claim)
SCHEDULE 2 — COMMISSION RATES AND SPECIAL TERMS
Default Commission Rate: 5% of Gross Sales on Qualifying Sales of all Products.
Cookie / attribution window: 30 days, Coupon Code attribution takes precedence; otherwise last-click attribution applies.
Payment Threshold: USD $50.00.
Payment Schedule: Monthly, Net 30 from end of month, via [ACH / PayPal].
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