Qualia Life Sciences Channel Partner Terms & Conditions (“Agreement”) Introduction 

This Channel Partner Agreement ("Agreement") is made by and agreed to between Neurohacker Collective, LLC DBA Qualia Life Sciences, (hereinafter referred to as “Qualia”), located at 2011 Palomar Airport Road

Suite 101 - PMB 160 Carlsbad, CA 92011 , USA, and you ("Partner"). 

1. Participation in Programs. 

(a) Acceptance by Partner. During this Agreement You may apply to the Channel Partner Program for the opportunity to earn Payouts by promoting Qualia in accordance with the Channel Partner’s Program terms and complying with this Agreement. Upon approval by Qualia for acceptance into its Program, You may display your assigned Link to Qualia’s Website or Website content in accordance with the Qualia’s Program terms and this Agreement. Qualia’s acceptance of you extends only to the entity, or individual, that enters into this Agreement with Qualia. Commitments made by any party not listed in this agreement are not valid. 

(b) Program Terms. Transactions qualifying for a Payout are defined by Qualia and detailed in Schedule A. Qualia may change any Payout rate at any time with notice to partner. 

(c) Prohibited Uses of Links. 

(i) Locations. You may not place Links to a Qualia or Partner Website or Website content in third party websites, newsgroups, message boards, blogs, unsolicited email and other types of spam, link farms, counters, chatrooms, coupon sites or guestbooks. Publishers using IRC channels, instant messages or similar Internet resources must designate their program as special requiring manual review and acceptance by Qualia. 

(ii) Non-Bona Fide Transactions. You must promote Qualia such that You do not mislead the Visitor, and such that the Links deliver bona fide Transactions by the Visitor to Qualia from the Link. You shall not cause any Transactions to be made that are not in good faith, including, but not limited to, using any device, program, robot, Iframes, or hidden frames. You may or may not be compensated for Transactions where You or Your agent are the Visitor. Multiple Leads from the same individual, entity or IP address may be considered non-bona fide Transactions. You shall not earn Payouts for non-bona fide Transactions. 

(iii) Infringement. None of Your promotional activities may infringe an Qualia’s proprietary rights (including but not limited to trademark rights) or a third party's proprietary rights.

(e) Updating Links. If Links provided to you by Qualia are not dynamically updated through the Channel Partner Tracking System, upon notification You are obligated to update a Channel Partner Link in order to earn Payouts. 

(f) Emails. You hereby understand, acknowledge and accept that Qualia, Qualia partners' systems and/or third party systems may and has/have the right granted by You to send emails and other communications to You on behalf of Qualia and other Qualia partners and affiliates, including solicitation and service solicitation emails. You may have the ability to change some of Your email settings and preferences. 

2. Partner Obligations to Qualia. 

(a) Accurate, Up-to-Date Information. You agree to provide Qualia with accurate information about You and Your promotional methods, and to maintain up-to-date “Account” information (such as contact information, Websites used, etc.). In Your Account, You must accurately, clearly and completely describe all promotional methods by selecting the appropriate descriptions and providing additional information when necessary. Some promotional methods will be designated by the system as “special”. Special programs are linked to promotional methods and practices considered unique and require manual approval and acceptance by Qualia. Qualia reserves the right to define any program as special. 

(b) Use of Links. You represent and warrant that all promotional means used by You will not contain objectionable content (including but not limited to content that is misleading, libelous, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities), and that You will not mislead others. You agree to: (i) use ethical and legal business practices, (ii) comply with the Channel Partner Program terms and this Agreement, (iii) maintain a privacy policy on Your Website and for any non-Website based promotional method made available to Visitors, and (iv) designate Your Partner Account as “special” if You promote Qualia by any means other than displaying a Link to Qualia on Your Website. Qualia must approve all of Your promotional activities and may deem Your promotional activities inappropriate and a material breach of this Agreement in Qualia’s sole discretion. Our Channel Partner department reviews publisher conduct and any suspected fraudulent, abusive or otherwise illegal content or activity by You through Your promotional methods, is grounds for immediate termination of this Agreement or deactivation of Your Account. 

(c) Promotional Methods. You represent and warrant that You will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws and/ or regulations that govern email marketing and/or communications. You represent and warrant that You will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software). Pop up/unders are acceptable on a first party basis only when triggered by Your site content /site visit or by downloadable software applications for which You are the owner/operator. Pop up/unders delivered through downloadable software cannot engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results. Channel Partner will not be allowed to do any pay-per-click or pay-per-impression traffic under this agreement. All promotions used by you, regardless of what medium they’re being

delivered through must comply with FTC Guidelines for Supplement Promotion as well as any other applicable governmental regulations pertaining to the promotion of health products and information. 

(d) Privacy. You must conspicuously post Your privacy policy on Your Website and otherwise make it available to all Visitors. Your privacy policy must comply with all laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose Your collection and use of Visitor information. You must fully and accurately disclose Your use of third party technology, use of cookies and options for discontinuing use of such cookies. 

(e) Applicable Codes and Code Maintenance. In order for Qualia to record the tracking of Visitors' Transactions resulting from clicks on Links to Qualia promoted by You, You must include and maintain an Qualia “Tracking Code” within the Links. 

(f) Usage and Security of Account. You shall be responsible for all usage and activity on Your account and for loss, theft or unauthorized disclosure of Your password (other than through Qualia’s negligent or willful conduct or omission). You shall provide Qualia with prompt written notification of any known or suspected unauthorized use of Your Account or breach of the security of Your Account. 

3. Qualia’s Services. 

(a) Tracking Transactions and Payouts. Qualia shall determine (where possible) actual Payouts that should be credited to Your Account. Qualia may, in Qualia’s sole discretion, apply an estimated amount of Payouts, if: (i) You are referring Visitors to Qualia as verified by clicks through Links to Qualia with Qualia Tracking Code, (ii) where there is an error in Partner’s transmission of Tracking Code data to Qualia, and (iii) where Qualia is able to utilize a historical analysis of Your promotion to determine an equitable amount of estimated Payouts. 

(b) Chargebacks. Qualia may apply, a debit to Your Account in an amount equal to a Payout previously credited to Your Account in circumstances of : (i) product returns; (ii) duplicate entry or other clear error; (iii) non-bona fide Transactions; (iv) non-receipt of payment from, or refund of payment to, the Visitor; or (v) Partner failure to comply with Channel Partner Program terms ("Charge-back"). Chargebacks may be applied to Your Account at any time, including previous payment cycles. 

(c) Access to Tracking and Reporting Tools. Qualia shall provide You with access to tracking and reporting tools, and to support services. From time to time Qualia may offer optional services for a fee. Fees for such optional services are at Qualia’s then-current published rates or as may be quoted by Qualia, and are payable in advance or may be offset against Your positive Account balance (at Qualia’s discretion). Tracking detail regarding Visitor Transactions is not available on a real-time basis for all Partners and there may be reporting delays regarding Transactions for some Partners. Qualia may make available, for fees that Qualia shall publish from time-to-time, enhanced reporting capabilities and other services that are not included in the standard Service. 

(d) Support. Support for your program is available on-line & through email, which allows You to categorize and describe Your issue. Online help also allows You to check the status of all issues. Phone support may also be available during operating hours, except holidays.

(e) Facilitating Payment of Payouts. Subject to other provisions in this Agreement, Qualia shall credit Your Account with a Payout for each qualifying Transaction in accordance with the Channel Partner Payout rate and Program terms for the relevant Transaction. On or about the 15th day of each calendar month, Qualia will issue to Partner any positive balance in Partners Account for Transactions reported for the previous month, provided Your Account balance exceeds the required “Minimum Account Balance.” Qualia shall have no obligation to make payment of any Payouts for which Qualia has not received payment from the relevant Visitor of all monies due to Qualia. You agree that Qualia has the right, but not the obligation, to seek on behalf of Partner any and all amounts due from Visitors, including, but not limited to Payouts. If Qualia elects, in its own discretion, not to make payment to Partner for amounts not received from a Visitor, those amounts shall not be included in the Minimum Balance Amount. You may elect to receive payment in any of the currencies that Qualia supports (as may be amended by Qualia). The conversion rate shall be determined in accordance with Qualia’s operating standards. Qualia has the right to assess service fees in order to process or stop your payment as necessary. The number or amount of Transactions, credits for Payouts, and debits for Charge-backs, as calculated by Qualia, shall be final and binding on You. 

(f) Dormant Accounts. If Partner’s Account has not been credited with a valid, compensable Transaction that has not been Charged-back during any rolling, six consecutive calendar month period (“Dormant Account”), that Partner’s Account remains an open yet Dormant Account or until Your Account balance reaches a zero balance, at which time the Account shall become deactivated. Transactions will not be counted if the Transaction subsequently becomes a Charge-back. 

(g) Negative Accounts. You may have a negative balance if Your Account is debited amounts equivalent to previous Payouts for Charge-backs and You do not have an adequate Account balance to cover the Charge-back amounts. When You have a negative balance, You must immediately remit payment to Qualia in an amount sufficient to bring Your Account to a zero balance, or Your Account is subject to 1.5% interest per month, compounded monthly. 

4. Proprietary Rights. 

(a) Linking to Qualia. For the Channel Partner Program that You have been accepted to, Qualia is granting to You the right to display and Link to Qualia’s Website or Website content in accordance with the Channel Partner Program terms for the limited purposes of Promoting the Channel Partner Program, subject to the terms and conditions of this Agreement. Your use of the Link signifies Your agreement to refrain from copying or modifying any icons, buttons, banners, graphics files or content contained in the Link, including but not limited to refraining from removing or altering any copyright or trademark notices. As between Qualia and Partner, Qualia owns all rights in and to all information regarding the Visitors that You refer to Qualia. 

(b) Qualia’s Use of Your Marks. You authorize Qualia to utilize Your trademarks, service marks, tradenames, and/or copyrighted material that You provide to Qualia through Your Account to promote Your participation in the Channel Partner Program. 

(c) Your Use of Qualia’s Proprietary Rights. You agree that Your use of any Qualia Website(s) (such as www.neurohacker.com) and Your use of any Qualia trademarks, service marks, tradenames, and/or URLs is subject to the license and terms of use that are available from such Website ("Terms of Use"). You explicitly agree not to adopt or use in any manner any trademarks, service marks,

tradenames, and/or URLs that are the same or confusingly similar to, or are combined with, those of Qualia. 

(d) Retention of Rights. All proprietary rights of You and Qualia, and all goodwill arising as a result of such rights, inure to the benefit of such owner. 

(e) No Challenge to Qualia’s Proprietary Rights. You acknowledge that You obtain no proprietary rights in Qualia’s trademarks, service marks, trade names, URLs, copyrighted material, patents, and patent applications, and agree not to challenge Qualia’s proprietary rights. You acknowledge that You obtain no proprietary rights in Qualias proprietary rights, and agree not to challenge such proprietary rights. 

(f) Data Ownership. You understand that all personally identifiable information, if any, provided by Visitors through the Tracking Code or in response to an advertisement or request for information and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by Qualia from such data is the sole and exclusive property of Qualia (defined below) and is considered Qualia’s Confidential Information pursuant to this Agreement. Qualia and any divisions, subsidiaries and affiliates of Neurohacker Collective, LLC (the “Qualia”) in its sole discretion, shall have the right to use, market and re-market any Visitors and/or data without further obligation to You. You shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such data or Visitors, or any portion thereof, to any third-party. 

5. Confidentiality. 

(a) Obligations. You or Qualia may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information"). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, You must destroy or return to Qualia any Confidential Information provided by Qualia to You under this Agreement. 

(b) Provision of Info to Third Parties. You agree that Qualia may, but is not obligated to, provide Your email address(es) and basic Partner Account details (including but not limited to Your address, phone and fax number, Website name, the date the website or subscription email first entered into operation, and visitor demographics). Qualia may provide any and all Visitor, Transaction and/or Tracking Code data to which You referred such Visitor to any third party in Qualia’s sole discretion, including but not limited to all regulatory, legislative and judicial bodies, and pursuant to allegations and claims of proprietary rights infringement.

6. Term, Termination, Deactivation and Notices. 

(a) Term. This Agreement shall commence upon Your indication that You have accepted this Agreement by providing the required information and ‘clicking through' the acceptance button on the Qualia Website and shall continue for twelve months until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon 72 hours written notice, for any reason and for no reason. This Agreement may be terminated immediately upon notice for Your breach of this Agreement. Your Account may be deactivated and/or Payouts may be withheld during investigation of breach of this Agreement. If this Agreement is terminated based upon Your breach, You shall not be eligible to enter into a Channel Partner Agreement with Qualia, and any attempt to do so shall be null and void. If not canceled by either party, at least 30 days before the end of the terms, this agreement will renew for an additional 12 months. 

(b) Termination by Qualia. Qualia may terminate You, one of Your Websites, or Your ability to use a promotional method, from the Channel Partner Program for any or no reason, upon 72 hours written notice with effect immediately. Additionally, Qualia may terminate You from the Channel Partner Program for breach of a third party's proprietary rights, and/or diluting, tarnishing or blurring Qualia’s trademarks, trade names, and/or service marks, or for Your material breach of the Qualia’s Channel Partner Program terms or of this Agreement. 

(c) Termination or Deactivation by Qualia. Qualia may terminate You, one of Your Websites, or Your use of a promotional method, from an Qualia’s Program, at any time in Qualia’s sole discretion. Breach of any Section of this Agreement is cause for immediate termination from an Qualia Program and/or termination of this Agreement, and may result in Charge-back of one or more Payouts. Qualia may temporarily deactivate or terminate Your Account if: (i) You or Your agent are responsible for the improper functioning of Ad Content, or if You otherwise interfere with and/or fail to maintain the Tracking Code; (ii) Your Account has not been logged into and/or there have been no Transactions credited to Your Account for any 30 day period; (iii) You maintain a negative balance in Your Account; (iv) Qualia determines You are diluting, tarnishing or blurring Qualia’s proprietary rights; (v) You begin proceedings to challenge Qualia’s proprietary rights; or (vi) a third party (including an Qualia Partner) disputes Your right to use any Link, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on Your Website, or through any of Your promotional means. Upon termination of this Agreement, or in case of deactivation of Your Account, You shall no longer accrue Payouts in Your Account, including but not limited to subsequent sales and/or Leads for click-throughs that occurred prior to termination. 

(d) Termination of Programs and Offers. Programs and Offers may be discontinued at any time. 

(e) Notices. Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to: (i) for Qualia, via email or registered mail, return receipt requested or via an internationally recognized express mail carrier to Neurohacker Collective LLC, Attn: Channel Partner Program, 179 Calle Magdalena, Suite 100, Encinitas, CA 92024, USA (effective upon actual receipt); and, (ii) for You, at the email or physical address listed on Your Account (effective upon sending as long as Qualia does not receive an error message regarding delivery of the email) or five (5) days after mailing). 

(f) Post-termination. Upon termination of this Agreement, any outstanding payments shall be paid by Qualia to You within 90 days of the termination date, and any outstanding debit balance shall be paid

by You to Qualia within 30 days of termination of this Agreement. All payments are subject to recovery for Charge-backs. Upon termination of this Agreement, any permissions granted under this Agreement will terminate, and You must immediately remove all Links to Qualia. Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination. 

7. Representations, Warranties, Disclaimers and Limitations. 

(a) Authority. Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party's behalf. IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT. 

(b) Non-infringement Warranties. You represent and warrant that: (i) You have all appropriate authority to operate, and to any and all content on, Your Website(s); (ii) You have all appropriate authority in any promotional method you may choose to use; (iii) Your Website(s) and Your promotional methods do not and will not infringe a third party's, an Qualia Partner’s, or Qualia’s, proprietary rights; and (iv) You shall remain solely responsible for any and all Websites owned and/or operated by You and all of Your promotional methods. Qualia may or may not review all content on Your Website or used by You in Your promotional methods. 

(c) Compliance with Laws. You are responsible for compliance with the requirements of all relevant legislation (including subordinate legislation and the rules of statutorily recognized regulatory authorities) in force or applicable in the United States or in any other applicable territory, and warrant that no promotion method used by You or the content of Your Website(s) will render Qualia liable to any proceedings whatsoever. 

(d) Limitation of Liabilities. ANY OBLIGATION OR LIABILITY OF Qualia UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID TO YOU BY Qualia UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT Qualia SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER PARTNER OF THE CHANNEL PARTNER PROGRAM), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. 

(e) Disclaimer of Warranties. 

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, Qualia DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, OR (C) AGAINST INTERFERENCE WITH ENJOYMENT OF THE PARTNER’S INFORMATION OR WEBSITE. ALL 'INFORMATION' PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT IS PROVIDED

WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. Qualia IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY PARTNER, OR SUCH PARTNER’S WEBSITE(S), AND/OR THE CONTENT OF AN PARTNER’S WEBSITE. 

(f) Remedies. No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 

(g) Benefit of the Bargain. THE PROVISIONS OF THIS SECTION 7 ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT. 

(h) No Disclaimer for Death or Personal Injury. Nothing in this Agreement limits or excludes either party's liability for fraud or for negligence causing death or personal injury. 

8. Partner’s Indemnification Obligations. 

(a) Partner shall defend, indemnify and hold Qualia harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys' fees) incurred, claimed or sustained by third parties, including but not limited to Partners, directly or indirectly as a result of (a) Partner’s breach of or noncompliance with this Agreement, (b) Partner’s violation of any law, or an alleged violation of law by Qualia, that is a direct or indirect result of Partner’s participation in any Program, (b) any content, goods or services offered, sold or otherwise made available by Partner to any person, (c) Partner’s acts or omissions in using, displaying or distributing any internet links obtained from the Channel Partner program or elsewhere, including but not limited to Partner’s use of internet links via email distribution, (d) any claim that Qualia is obligated to pay tax obligations in connection with payment made to Partner pursuant to this Agreement and/or any Channel Partner’s Program, and (e) any violation or alleged violation by Partner of any rights of another, including breach of a person's or entity's intellectual property rights (each (a)-(e) individually is referred to hereinafter as a "Claim"). Should any Claim give rise to a duty of indemnification under this Section 8, Qualia shall promptly notify Partner, and Qualia shall be entitled, at its own expense, and upon reasonable notice to Partner, to participate in the defence of such Claim. Participation in the defence shall not waive or reduce any of Partner’s obligations to indemnify or hold Qualia harmless. Partner shall not settle any Claim without Qualias prior written consent. Partner also shall indemnify for any reasonable attorneys' fees or other costs incurred by an indemnified party in investigating or enforcing this Section 8. In the context of this Section 8 only, the term "Qualia" shall include officers, directors, employees, corporate affiliates, subsidiaries, agents, and subcontractors. 

9. Miscellaneous. 

(a) Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalised signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph. 

(b) Third Party Disputes. In the event of a third party claim against either: (a) Qualia’s intellectual property; or (b) against Qualia’s right to offer any service or good on Qualia’s Website(s) or if, in Qualia’s opinion, such a claim is likely, Qualia shall have the right, at its sole option and in its sole discretion, to

(i) secure the right at Qualia’s expense to continue using the intellectual property or good or service; or (ii) at Qualia’s expense replace or modify the same to make it non-infringing or without misappropriation. 

(c) Relationships of Parties/Third Party Rights. The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractor. You agree that Your consent is not necessary to modify any Channel Partner Agreement. 

(d) Dispute Resolution. This Agreement will be governed by the laws of the United States and the State of California without respect to choice of law rules. The parties consent to have all disputes regarding this agreement resolved by binding arbitration before the American Arbitration Association, Commercial Division. The parties agree to conduct the arbitration in the county of Qualia’s principal office and each party will bear the costs of such arbitration. Qualia may be represented in arbitration proceedings by counsel licensed to practice in any jurisdiction of the United States. The parties specifically waive any international treaties or other international law which may govern the court or location of resolution of any dispute between them. This provision was bargained for relinquishment of both parties rights to jurisdiction in their respective states or countries. The parties waive the personal service of any process upon them and agree that service may be completed by overnight mail (using a commercially recognized service) or by U.S. mail with delivery receipt to the address stated in this Agreement. The prevailing party in any Arbitration will be entitled to an award of attorney fees and costs for such arbitration. 

(e) Force Majeure. Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God. 

(f) Severability/Waiver. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver. 

(g) Assignment and Acknowledgement. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, Your consent shall not be required for assignment or transfer made by Qualia (1) due to operation of law, or (2) to an entity that acquires substantially all of Qualia's stock, assets or business, or (3) to a related entity (e.g. parent or subsidiary of parent). 

(h) Marketing. Partner agrees that Qualia may identify it as a Qualia Partner in client lists and may use Partner’s name and/or logo solely for such purpose in its marketing materials. Any other uses of

Partner’s name and/or logo not otherwise described or contemplated herein shall require Partner’s prior written consent. 

By entering into this Agreement, You acknowledge and accept that You may receive marketing messages from Qualia, including newsletters, regarding Qualia services and products. You may always opt-out of receiving future commercial emails and newsletters from Qualia by clicking on the “unsubscribe” link within any emails received. If you have an active account with Qualia, You may also correct or update Your information by logging into your Qualia Account Profile. Please note that Your request not to receive unsolicited commercial emails from Qualia will not apply to messages that You request or that are not commercial in nature unless such request is specifically made in such email communications. For example, Qualia may contact You concerning any services purchased, requested or received from Qualia, even if You opt out of receiving unsolicited commercial messages 

(i)Tax Status and Obligations. Qualia is not obligated to and shall not provide You with tax and/or legal advice. Qualia undertakes no duty to investigate or research Your tax status and/or obligations, and such research and investigation is solely Your responsibility. You are obligated to independently assess and comply with all relevant tax and legal requirements, and Partner is responsible for its own sales tax collection and reporting obligations arising from sales made to Visitors. If Qualia provides You with information regarding a particular partner, the information shall not be deemed tax or legal advice, and Qualia shall not be responsible for the accuracy of such information. Any Partner addresses provided to You are addresses provided by the relevant partner, and such addresses may not necessarily indicate the location or presence of the partner in such location or elsewhere. 

((j) Entire Agreement, Assignment and Amendment. This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a "click through" acknowledgement of assent. No interlineations to this Agreement shall be binding unless initialed by both parties. Notwithstanding the foregoing, Qualia shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part, by posting a revised Agreement at least 14 business days prior to the effective date of such Change. Your continued use of tracking links after the effective date of such Change shall be deemed Your acceptance of the revised Agreement. 

IF YOU ARE AN INDIVIDUAL, YOU REPRESENT AND WARRANT THAT YOU WERE AT LEAST 18 YEARS OF AGE ON THE EFFECTIVE DATE OF THIS AGREEMENT. 

Contact Information: 

Qualia Life Sciences 

2011 Palomar Airport Road

Suite 101 - PMB 160

Carlsbad, CA 92011

Schedule A – Channel Partner Commissions 

Channel Partner will be paid the following commissions on or about the 15th day of each calendar month after the conclusion of the calendar month. The following percentages will be multiplied by the (“Total Sales”) of Qualia products tracked by Qualia as generated in association with Channel

Partner promotion within a given calendar month including recurring revenues, less refunds, chargebacks and returns. 

1. Base Commission ~ 15% Lifetime Commissions* 

* Partners earn above percentage of the revenue generated by customers they refer for the initial sale and for every renewal of such initial sale.

2. Extra Commissions ~ associated with exceeding certain Total Sales thresholds. Extra commissions only apply for the calendar months in which Channel Partner Total Sales exceed the thresholds specified below: 

3. Tiered Commissions 

When you reach $5000+ in top line Revenue in a calendar month +2.5%: New Sub Total 17.50% When you reach $10,000+ in top line Revenue in a calendar month +2.5%: New Sub Total 20.00% When you reach $20,000+ in top line Revenue in a calendar month +2.5%: New Sub Total 22.50% When you reach $40,000+ in top line Revenue in a calendar month +2.5%: New Sub Total 25.00% 

For calendar months where total commissions due to Channel Partner are less than $50, said fees will be rolled forward and added to the next month’s commissions and paid when Channel Partner has earned greater than $50. 

In the event of a dispute between Qualia and Partner regarding amounts due under this Agreement (including in connection with failure of a third-party’s tracking mechanism), Partner agrees that Qualia’s determinations regarding Partner Referrals and Partner Sales will be final and binding.