Affiliate Terms

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BY ENROLLING IN THE HEARTHERO AFFILIATE PROGRAM, CLICKING “I AGREE,” OR OTHERWISEPARTICIPATING IN THE PROGRAM, YOU (“AFFILIATE”) ACCEPT AND AGREE TO BE BOUND BY THISAFFILIATE PROGRAM AGREEMENT (THIS “AGREEMENT”). IF YOU DO NOT AGREE TO THESE TERMS, DONOT ENROLL IN OR PARTICIPATE IN THE PROGRAM.

1. DEFINITIONS

As used in this Agreement, the following terms have the meanings set forth below:

“Agreement” means this Affiliate Program Agreement, as amended from time to time.

“Affiliate” or “you” means the individual or entity that has enrolled in the Program.

“Affiliate Link” means the unique tracking URL or referral code issued by Company to Affiliate.

“Approved Jurisdiction” means a country or territory in which the Elliot AED has received applicableregulatory clearance or approval, currently including the European Union member states and the UnitedKingdom. Company may update this list at its sole discretion.

“Commission” means the referral fee payable to Affiliate per Eligible Sale, as described set forth in Section 8 the then-current Program Terms Schedule.

“Company” means HeartHero, Inc., a Colorado corporation.

“Customer Discount Incentive” means the $25.00 discount applied incentive offered by Company to a acustomer’s purchase when using customers referred through an Affiliate Link, as described set forth in Section 8 the then-current Program Terms Schedule, which may take the form of a discount,complimentary item, or other benefit as determined by Company.

“Eligible Sale” means a completed, non-returned purchase of a HeartHero Elliot AED by a new customerusing Affiliate’s unique Affiliate Link, where the sale is to a customer located in an Approved Jurisdiction.

“Marketing Materials” means the product images, messaging guidance, copy, and other materialsprovided by Company for Affiliate’s use under this Agreement.

“Program” means the HeartHero Affiliate Program described in this Agreement.

“Program Terms Schedule” means the schedule of then-current commercial terms applicable toAffiliate’s participation in the Program, which may be set forth in (a) Affiliate’s Signature Page, (b) aseparate written notice delivered by Company to Affiliate, or (c) a document published at a URLdesignated by Company — whichever form Company uses for the applicable Affiliate. The ProgramTerms Schedule is incorporated into this Agreement by reference and may be updated by Company inaccordance with Section 8.5.

“Prohibited Content” means any affiliate promotional content that violates Section 6 of this Agreement.

2. AFFILIATE ELIGIBILITY

2.1 Eligibility Requirements. To participate in the Program, you must:

  1. be an individual who is at least 18 years of age or a validly formed legal entity;
  2. be located and primarily operate in an Approved Jurisdiction;
  3. have the legal authority to enter into this Agreement;
  4. maintain a valid PayPal account to receive Commission payments; and
  5. not be located in, subject to the laws of, or a national or resident of the United States or any jurisdiction where the Elliot AED is not cleared for sale or use.

2.2 US Persons Prohibited. THE ELLIOT AED IS NOT CLEARED OR APPROVED BY THE U.S. FOOD ANDDRUG ADMINISTRATION (FDA) FOR SALE OR USE IN THE UNITED STATES. RESIDENTS OF AND ENTITIESORGANIZED IN THE UNITED STATES ARE NOT ELIGIBLE TO PARTICIPATE IN THE PROGRAM. ENROLLMENTBY ANY SUCH PERSON OR ENTITY IS VOID AB INITIO.

2.3 Representations. By enrolling, you represent and warrant that you meet all eligibility requirementsat the time of enrollment and at all times during your participation in the Program. You agree to notifyCompany immediately if your eligibility status changes.

3. ENROLLMENT AND AFFILIATE ACCOUNT

3.1 Enrollment. To enroll, you must complete the affiliate registration process on Company’s platformand accept this Agreement. Company reserves the right to accept or reject any application in its sole discretion.

3.2 Account Information. You are responsible for maintaining accurate, current, and complete account information, including your PayPal account details. You must notify Company promptly of any changes.

3.3 Account Security. You are responsible for maintaining the confidentiality of your account credentials. You are responsible for all activity that occurs under your account. You agree to notify Company immediately of any unauthorized use of your account.

3.4 One Account Per Affiliate. Each individual or entity may maintain only one affiliate account.Duplicate accounts may be suspended and accrued Commissions forfeited.

4. PROGRAM LICENSE AND MARKETING MATERIALS

4.1 Limited License. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to:

  1. display and share the Marketing Materials solely for the purpose of promoting the Program and driving Eligible Sales; and
  2. use your Affiliate Link in connection with permitted promotional activities.

4.2 Marketing Materials. Company will provide you with Marketing Materials for use in connection withthe Program. You must use Marketing Materials as provided and may not alter, modify, crop, overlay, orotherwise change them without Company’s prior written consent.

4.3 No Other IP License. This Agreement does not grant you any other right or license to use the Company’s trademarks, trade names, logos, or other intellectual property except as expressly set forthherein or in writing by Company.

4.4 Approval of Custom Content. If you wish to create promotional content beyond the Marketing Materials (including social media posts, blog articles, videos, or other original content referencing theElliot AED), such content must be submitted to Company for approval prior to publication. Company willuse reasonable efforts to respond within five (5) business days.

5. AFFILIATE OBLIGATIONS AND CONDUCT

5.1 General Obligations. You agree to:

  1. promote the Program and Eligible Sales in a professional, accurate, and lawful manner;
  2. comply with all applicable laws and regulations, including those governing advertising, consumer protection, data privacy, and medical device promotion;
  3. use only the Affiliate Link provided to you by Company;
  4. promptly comply with any reasonable instructions provided by Company regarding Program participation; and
  5. cooperate with Company’s reasonable requests to verify your compliance with this Agreement.

5.2 Prohibited Activities. You must not:

  1. make any false, misleading, inaccurate, or unsubstantiated claims about the Elliot AED, its features, performance, or efficacy;
  2. make any clinical, medical, or health outcome claims about the Elliot AED, including claims relating to survival rates, resuscitation outcomes, or any specific therapeutic benefit;
  3. disparage Company, its products, or its competitors;
  4. bid on, purchase, or use “HeartHero,” “Elliot,” “Elliot AED,” or any variation or misspelling of Company’s trademarks as paid advertising keywords in any search engine, social platform, or advertising network;
  5. impersonate Company or create any content that could reasonably be mistaken for official Company communications;
  6. use spam, unsolicited messaging, or other deceptive means to drive traffic or referrals;
  7. engage in cookie stuffing, click fraud, invalid traffic generation, or any other manipulation of the attribution or tracking system;
  8. promote or direct the Elliot AED to customers in jurisdictions where the device is not cleared for sale, including the United States;
  9. recruit, enroll, or compensate sub-affiliates or operate a multi-level referral structure;
  10. use the Affiliate Link or Marketing Materials in connection with any content that is unlawful, obscene, harmful, discriminatory, or otherwise objectionable in Company’s reasonable judgment; or
  11. sell, transfer, or assign your Affiliate Link or account to any third party.

6. REGULATORY AND MEDICAL DEVICE COMPLIANCE

6.1 Medical Device Promotion. The Elliot AED is a regulated medical device. All promotional activitiesunder this Agreement must comply with applicable medical device advertising and promotionregulations in each Approved Jurisdiction, including Regulation (EU) 2017/745 (EU MDR) and applicableUK Medicines and Healthcare products Regulatory Agency (MHRA) requirements.

6.2 Prohibited Medical Claims. You must not make any claim that the Elliot AED:

  1. diagnoses, treats, cures, or prevents any medical condition or disease;
  2. guarantees survival or a specific medical outcome;
  3. is superior to or replaces professional emergency medical services; or
  4. is cleared, approved, or available in any jurisdiction where it is not authorized, and specifically must not represent the device as available in the United States.

6.3 Required Disclaimers. Where required by applicable law or requested by Company, you mustinclude in your promotional content clear and accurate statements regarding the device’s regulatorystatus in the promoted jurisdiction.

6.4 Compliance with Company Guidelines. Company may issue written compliance guidelines foraffiliate marketing from time to time. Upon notice, you must update or remove any non-compliantcontent within forty-eight (48) hours.

6. REGULATORY AND MEDICAL DEVICE COMPLIANCE

7.1 Approved Jurisdictions Only. You may only promote the Elliot AED to potential customers located in Approved Jurisdictions. You must not direct, target, or knowingly refer potential customers located inthe United States or any other non-Approved Jurisdiction to purchase the Elliot AED.

7.2 Geographic Targeting. When using paid advertising or targeted digital marketing, you mustimplement geographic targeting to exclude the United States and any other jurisdiction where the ElliotAED is not cleared for sale.

7.3 No Commission for Non-Approved Sales. Company will not pay any Commission on any sale to acustomer located outside of an Approved Jurisdiction, and any such sale will not constitute an EligibleSale.

7.4 Updates to Approved Jurisdictions. Company may update the list of Approved Jurisdictions at anytime at its sole discretion. Commission will only be paid for Eligible Sales in jurisdictions that areApproved at the time of sale.

8. COMMISSION STRUCTURE

8.1 Commission. For each Eligible Sale, Company will pay Affiliate a flat Commission of twenty in the amount set forth in the then-five Ucurrent Program Terms Schedule.S The Program Terms Schedule is incorporated into this Agreement by reference. dollars (USD $25.00) per device sold.

8.2 Customer Discount Incentive. Upon use of Affiliate’s unique Affiliate Link, each referred customer will receive a discount of twentythe Customer Incentive set forth in the then-five Ucurrent Program Terms Schedule.S. dollars (USD $25.00) per device purchased. The Customer Discount Incentive isapplied automatically at checkout. The Customer Discount Incentive is not transferable and may not becombined with other promotional offers unless Company expressly states otherwise.

8.3 No Commission on Returns. If a customer returns a device for which a Commission has been paid oris pending, the Commission for that sale will be forfeited. If a Commission has already been paid,Company reserves the right to deduct the forfeited amount from future Commission payments or toinvoice Affiliate for reimbursement.

8.4 No Other Compensation. Except for the Commission described in this Section 8, Affiliate is notentitled to any other fees, compensation, or reimbursement in connection with this Agreement.

8.5 Modifications to Program Terms Schedule. Company reserves the right to modify the ProgramTerms Schedule, including Commission Structure. Company reserves the right to modify the Commission rate amounts, Customer Discount amount Incentive terms, or other Program economics, atany time upon thirty (30) days’ prior written notice to Affiliate. Such notice may be provided by email, bydelivering an updated Program Terms Schedule to Affiliate, or by such other written means as Companydesignates. Your continued participation in the Program after the effective date of any modificationconstitutes your acceptance of the Your continued participation in the Program after the effective dateof any modification constitutes your acceptance of the modified terms.

9. ATTRIBUTION AND TRACKING

9.1 Attribution Window. A Commission will be attributed to Affiliate for any Eligible Sale completed within thirty (30) days of a customer’s first click on Affiliate’s Affiliate Link (the “Attribution Window”).

9.2 Tracking. Company will use its affiliate management platform to track referrals and attribute Eligible Sales. Affiliate acknowledges that attribution is subject to: (a) the customer’s browser not blocking cookies or clearing their browser cache; (b) the customer completing the purchase on the same deviceand browser used to click the Affiliate Link; and (c) the proper functioning of Company’s tracking technology.

9.3 Tracking Disputes. Company’s records regarding attribution and Eligible Sales shall be conclusive absent manifest error. Affiliate may dispute an attribution determination within thirty (30) days of therelevant monthly Commission statement by submitting written notice to Company. Company will investigate in good faith and provide a response within a reasonable time.

9.4 No Guarantee of Tracking Accuracy. Company does not warrant that all referrals will be accurately tracked in all circumstances. Company shall have no liability to Affiliate for any Commission lost due to tracking failures caused by customer browser settings, platform limitations, or other factors outside Company’s reasonable control.

10. PAYMENT TERMS

10.1 Payment Schedule. Company will calculate and pay Commissions on a monthly basis. Payments willbe issued within thirty (30) days following the end of the calendar month in which the applicable Eligible Sale was recorded, subject to the return delay in Section 10.2.

10.2 Return Delay. Commissions on any Eligible Sale will not be processed until thirty (30) days after thedate of the sale, to allow for the Company’s applicable return period. Commissions on sales that fallwithin the return period at the time of payment processing will be held until the return period has elapsed.

10.3 Payment Method. All Commissions will be paid via PayPal to the PayPal account specified in Affiliate’s account registration. Affiliate is solely responsible for establishing and maintaining a valid PayPal account. Company is not responsible for payment failures arising from incorrect, outdated, or closed PayPal account information provided by Affiliate.

10.4 No Minimum Payout Threshold. There is no minimum Commission balance required before apayment is issued. All earned Commissions will be paid on the schedule described in Section 10.1,subject to Section 10.2.

10.5 Currency. All Commissions are denominated and paid in U.S. dollars (USD). Affiliate is solely responsible for any foreign exchange conversion costs or fees.

10.6 Taxes. Affiliate is solely responsible for all taxes, levies, duties, or similar governmental assessments of any nature associated with Commission payments, including income taxes and VAT. Company may with hold taxes as required by applicable law and will provide any required tax documentation. Affiliate agrees to provide Company with any tax forms or information reasonably requested for payment processing and tax compliance purposes.

10.7 Forfeiture. Commissions accrued but not yet paid will be forfeited upon: (a) termination of thisAgreement for Affiliate’s breach; (b) Affiliate’s material violation of the Program rules; or (c) Company’sreasonable determination that Commissions were generated through fraudulent, manipulative, ordeceptive activity.

11. FTC AND ADVERTISING DISCLOSURE REQUIREMENTS

11.1 Disclosure Obligation. You acknowledge that your relationship with Company constitutes a “material connection” under the U.S. Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255) and equivalent regulations in Approved Jurisdictions. You must clearly and conspicuously disclose your affiliate relationship with Company in all promotional content in which you promote the Elliot AED or include your Affiliate Link.

11.2 Disclosure Standards. Your disclosure must be: (a) clear and conspicuous — placed prominently so that a typical viewer or reader will notice it before engaging with the promotional content; (b) written inplain language, such as “I earn a commission if you purchase through this link,” “#ad,” or “#affiliate,” oran equivalent statement; and (c) proximate to the Affiliate Link or promotional content to which itrelates.

11.3 Platform Requirements. You are solely responsible for complying with any additional disclosure requirements imposed by the platform or channel through which you promote the Program, including any social media platform policies.

11.4 Endorsements and Testimonials. Any personal endorsement or testimonial you make regarding the Elliot AED must reflect your genuine experience and opinion. You must not make any endorsement or testimonial that you know or have reason to believe is false or misleading.

12. DATA PRIVACY

12.1 Affiliate’s Own Platform. If you operate a website, blog, social media account, or other platform through which you promote the Program, you are solely responsible for complying with all applicable data protection and privacy laws with respect to your own collection, use, and storage of personal data from your users or visitors, including obtaining any required cookie consents in connection with your use of the Affiliate Link tracking technology.

12.2 No Independent Collection of Customer Data. You must not independently collect, store, orprocess the personal data of customers referred through your Affiliate Link beyond what is minimally necessary to operate your promotional activities. You must not attempt to intercept, access, or re-useany personal data received through the affiliate tracking system for any purpose other than verifying your referral activity.

12.3 HeartHero Data Processing. Any personal data of referred customers received by Company through the Program is governed by Company’s Privacy Policy at https://www.hearthero.com/privacy-policy. You must not represent to customers that their personal data will be handled in a manner inconsistent with Company’s Privacy Policy.

12.4 Privacy Policy on Your Platform. If you operate a platform that collects personal data in connection with your promotional activities, you must maintain a privacy policy on that platform that accurately describes your data practices and complies with applicable law.

13. INTELLECTUAL PROPERTY

13.1 Company IP. All intellectual property rights in and to the Elliot AED, the HeartHero brand,trademarks, logos, Marketing Materials, website, software, and related materials are and remain the sole property of Company or its licensors. This Agreement does not transfer any ownership of intellectual property to Affiliate.

13.2 Affiliate Content. As between the parties, Affiliate retains ownership of original content created by Affiliate, provided that Affiliate here by grants Company a non-exclusive, royalty-free, worldwide licenseto reproduce, display, and distribute any Affiliate-created content that promotes the Program orreferences Company or the Elliot AED, for Company’s marketing and promotional purposes.

13.3 Feedback. If Affiliate provides Company with any feedback, suggestions, or ideas regarding the Program or the Elliot AED, Company may use such feedback without restriction or compensation to Affiliate.

14. TERM AND TERMINATION

14.1 Term. This Agreement commences upon Affiliate’s enrollment in the Program and continues until terminated in accordance with this Section 14.

14.2 Termination by Affiliate. Affiliate may terminate this Agreement at any time by providing written notice to Company and ceasing all use of the Affiliate Link and Marketing Materials.

14.3 Termination by Company. Company may terminate this Agreement: (a) immediately and without notice if Affiliate breaches any provision of Sections 5, 6, or 7 (conduct, regulatory compliance, orterritorial restrictions); (b) immediately and without notice if Affiliate engages in fraud, misrepresentation, or manipulation of the tracking or attribution system; (c) upon fifteen (15) days’ written notice for any other reason or no reason; or (d) immediately if Company discontinues the Program.

14.4 Effect of Termination. Upon termination: (a) Affiliate’s license to use the Affiliate Link and Marketing Materials terminates immediately; (b) Affiliate must immediately cease all use of the Affiliate Link, Marketing Materials, and Company’s trademarks; (c) Affiliate must remove any Affiliate Links from Affiliate’s platforms within five (5) business days; (d) Company will pay any Commissions earned prior to termination, subject to the return delay and forfeiture provisions of Section 10, except that no Commissions will be paid where termination is due to Affiliate’s breach, fraud, or violation of Program rules; and (e) Sections 5.2, 6, 7, 11, 12, 13, 15, 16, 17, and 18 survive termination.

15. PROGRAM MODIFICATIONS

Company reserves the right to modify, suspend, or discontinue the Program, this Agreement, or any aspect there of at any time upon thirty (30) days’ written notice to Affiliate, except that modifications required for legal or regulatory compliance may take effect immediately. Your continued participation in the Program after the effective date of any modification constitutes your acceptance of the modifiedterms. If you do not agree to a modification, your sole remedy is to terminate this Agreement.

16. DISCLAIMER OF WARRANTIES

COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,REGARDING THE PROGRAM, INCLUDING ANY WARRANTY THAT THE PROGRAM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY PARTICULAR LEVEL OF COMMISSIONS WILL BE EARNED,OR THAT THE AFFILIATE LINK TRACKING WILL FUNCTION CORRECTLY IN ALL CIRCUMSTANCES. THE PROGRAM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY EXPRESSLY DISCLAIMSALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

17. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITSAFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SERVICE PROVIDERS BE LIABLE TOAFFILIATE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,INCLUDING LOSS OF PROFITS, LOSS OF COMMISSIONS, LOSS OF DATA, LOSS OF GOODWILL, ORBUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM,WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF COMPANY HAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL COMPANY’S TOTAL AGGREGATE LIABILITY TO AFFILIATE ARISING OUT OF ORRELATED TO THIS AGREEMENT EXCEED THE TOTAL COMMISSIONS PAID TO AFFILIATE IN THE THREE (3)MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18. INDEMNIFICATION

Affiliate agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees,agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, claims, actions, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’fees) arising out of or relating to: (a) Affiliate’s breach of this Agreement; (b) Affiliate’s violation of any applicable law or regulation, including medical device promotion regulations and data protection laws;(c) Affiliate’s promotional content or marketing activities, including any third-party claims arising the refrom; (d) Affiliate’s making of any unauthorized, misleading, or prohibited claims regarding the Elliot AED; (e) Affiliate’s promotion or referral of customers in non-Approved Jurisdictions, including the United States; (f) Affiliate’s failure to make required disclosures under Section 11; or (g) any claim that Affiliate’s content infringes any third party’s intellectual property or privacy rights.

19. GOVERNING LAW AND DISPUTE RESOLUTION

19.1 Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Colorado, United States, without giving effect to any choice or conflict of law provision.

19.2 Dispute Resolution. Any dispute arising out of or related to this Agreement shall first be addressed by good-faith negotiation between the parties. If the dispute is not resolved within thirty (30) days, either party may submit the dispute to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with the arbitration seated in Denver, Colorado.

19.3 Injunctive Relief. Either party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent actual or threatened breach of Sections 5, 6, 7, or 13, without first pursuing arbitration.

20. RELATIONSHIP OF THE PARTIES

Affiliate is an independent contractor of Company. Nothing in this Agreement creates an employment relationship, partnership, joint venture, agency, franchise, or sales representative relationship between Affiliate and Company. Affiliate has no authority to bind Company to any obligation. Affiliate is solely responsible for all taxes, insurance, and other obligations arising from Affiliate’s status as an independent contractor.

21. GENERAL PROVISIONS

21.1 Entire Agreement. This Agreement, together with the Program Terms Schedule, Company’s Privacy Policy (https://www.hearthero.com/privacy-policy) and Website Terms of Use (https://www.hearthero.com/terms-of-use), constitutes the entire agreement between the parties with respect to the Program and supersedes all prior agreements, understandings, and representations.

21.2 Amendment. Company may amend this Agreement in accordance with Section 15. No other amendment is effective unless in writing signed by an authorized representative of Company.

21.3 Waiver. Failure by Company to enforce any provision of this Agreement shall not constitute awaiver of Company’s right to enforce such provision in the future.

21.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, theremaining provisions shall continue in full force and effect.

21.5 Assignment. Affiliate may not assign or transfer this Agreement or any of its rights or obligations hereunder without Company’s prior written consent. Company may assign this Agreement freely inconnection with a merger, acquisition, or sale of substantially all of its assets.

21.6 Notices. Notices to Company must be sent to: HeartHero, Inc., 3200 Cherry Creek S Drive Suite 470,Denver, CO 80209, Attn: Legal, Email: info@hearthero.com. Notices to Affiliate will be sent to the email address provided in Affiliate’s account registration.

21.7 No Third-Party Beneficiaries. This Agreement is for the benefit of the parties only and does not confer any rights on any third party.

22. CONTACT

HeartHero, Inc.
3200 Cherry Creek S Drive Suite 470Denver, CO 80209, USA
Email: info@hearthero.com
Website: www.hearthero.com