By participating in the AG1 Affiliate Program through the Superfiliate platform (the “AG1 Affiliate Program”), you (“You” or “Your”) agree to abide by the following Terms and Conditions (“Agreement”). These Terms govern your content and/or conduct on or in any form of media, website, or social media platform (collectively, “Third-Party Platforms”) in connection with your relationship with AG1 USA, Inc. (“AG1”) and your promotion of AG1 products through the AG1 Affiliate Program.

This Agreement operates separate from and in addition to the Superfiliate Terms of Service (including any commission, payment, and platform usage provisions) (the “Superfiliate Terms”). In the event of a conflict between those Superfiliate Terms and this Agreement, this Agreement shall control as between You and AG1 with respect to your participation in the AG1 Affiliate Program.

AG1 reserves the right to review Your social media content, Superfiliate microsite, and public profile (collectively, the “Content”) to ensure alignment with AG1’s corporate values and brand standards.

1. Affiliate Responsibilities. You represent, warrant, and agree that:
   1. You are at least 18 years of age and have the legal capacity to enter into this Agreement.
   2. You will not promote AG1 products if You are pregnant or breastfeeding.
   3. You have the full right, power, and authority to enter into and perform under this Agreement without violating the rights of any third party.
   4. You are not a member of any actors’ or performers’ union or guild, or if You are, You have obtained all necessary clearances.
   5. You will conduct Yourself professionally and will not engage in any act or behavior that could bring AG1 into public disrepute, contempt, scandal, or ridicule.
   6. You will comply with all applicable laws and regulations, including the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising, and any applicable Superfiliate Terms.
   7. You will cooperate with AG1 on reasonable requests related to Your participation in the AG1 Affiliate Program, including promptly removing Content at AG1’s written direction.
   8. You will pay any applicable taxes owed on commissions or compensation paid to You.
   9. You acknowledge that Superfiliate acts solely as a technology platform facilitating Your participation and does not create any employment, agency, or partnership relationship between You and AG1 under the AG1 Affiliate Program.
2. Content Restrictions. Any Content, including articles, photos and videos, featuring AG1 or AG1’s products must:
   1. Clearly and conspicuously disclose Your material connection to AG1 in compliance with FTC guidelines (e.g., “#ad,” “#sponsored,” or “paid partnership”).
   2. Include at least one (1) brand tag: @drinkAG1.
   3. Be truthful, reflect Your genuine experience, and not include unsupported or misleading claims.
   4. Use only AG1-approved or substantiated information.
   5. Feature AG1 as the sole product promoted in any given piece of Content.
   6. Avoid any prohibited material, including unlicensed or third-party intellectual property, competitor branding, or Content that contains nudity or profanity, or includes political, polarizing, illegal, or otherwise inappropriate behavior.
   7. Refrain from making any health claims about AG1’s products, including those that do not comply with the federal Dietary Supplement Health and Education Act of 1994 (DSHEA).
   8. Not make structure/function claims unless pre-approved in writing by AG1.
   9. Comply with Superfiliate’s Terms, including its prohibition on posting affiliate links or codes to discount-aggregation or coupon sites.
   10. Remove any AG1-related Content promptly upon AG1’s written request.
   11. Not use any deceptive, automated, or manipulative traffic generation methods (including bots, click farms, or misleading paid ads) to drive traffic to Your Superfiliate link or AG1’s websites.
3. Compensation; Links and Tracking
   1. Commission Displayed in Portal. Your commission rate(s), eligible products, and other commercial terms are as shown on Your Superfiliate Portal (the “Portal”), which is the online dashboard through which You access Your AG1 campaign, commission terms, and tracking links (the “Portal Terms”).
   2. Superfiliate Links/Codes Required. You must use the Superfiliate-generated link(s) and/or code(s) assigned to You. Transactions not attributed by Superfiliate to Your link/code are not eligible for commission.
   3. Qualifying Transactions; Payment. Commissions are earned only on Qualifying Transactions recorded by Superfiliate in accordance with the Portal Terms and this Agreement, and that are not canceled, refunded, or fraudulent at the time of payout. Commissions are paid through Superfiliate (funded by AG1) under Superfiliate’s payout schedule.
   4. AG1 Right to Modify Prospectively. AG1 may update commission rates, eligible products, or qualification rules prospectively by updating the Portal Terms. Changes take effect upon posting in the Portal and apply to transactions occurring after the effective date displayed there. If You do not agree, Your remedy is to discontinue participation.
   5. Definition — “Qualifying Transaction.” “Qualifying Transaction” means a purchase of eligible AG1 products (as shown in Your Superfiliate portal) made by a customer who: (i) arrives via Your Superfiliate-generated link or uses Your Superfiliate-assigned code; and (ii) is attributed to You by Superfiliate under the attribution rules and window displayed in Your portal. A Qualifying Transaction must be completed and paid, and not canceled, refunded, or charged back as of the payout date, and must comply with this Agreement, the Superfiliate Terms, and applicable law.Exclusions (for clarity, not limitation): self-purchases or purchases by Your employees or household; orders using unauthorized discounts or posted to discount-aggregation/coupon sites; fraudulent, automated, or incentive-abuse activity; bulk/wholesale orders; and any orders arising from Content or conduct that violates this Agreement.
4. Termination. AG1 may terminate this Agreement and Your participation in the AG1 Affiliate Program at any time, for any reason or no reason, in its sole discretion. Grounds for termination include, but are not limited to, any actual or suspected breach of this Agreement, conduct inconsistent with AG1’s brand values, or actions that may damage AG1’s reputation or relationships. Upon termination, You must immediately cease all promotion of AG1 and remove any AG1-related Content, including from Your Superfiliate microsite or other platforms. Termination is effective immediately upon notice. AG1 will pay only those commissions for Qualifying Transactions completed and verified prior to termination. AG1 reserves all rights not expressly granted under this Agreement.
5. License. You hereby grant to AG1 a limited, non-exclusive, non-transferable, royalty-free right and license to repost the Content on AG1’s owned and operated channels solely for organic promotional purposes related to the AG1 Affiliate Program. This license includes the right to feature any trademarks, name, handle, voice, image, likeness, and other personal attributes contained in the Content (“Personality Rights”). This license does not include the right to use the Content in paid advertising, outside of AG1’s channels, or on other platforms, unless otherwise agreed to in writing by You and AG1. This license shall remain in effect for twelve (12) months from the date the Content is originally posted.
   
6. Confidential Information. You agree to keep strictly confidential all non-public information provided by AG1, including program materials, creative assets, product information, or guidance shared in connection with the AG1 Affiliate Program. You may use such information solely to perform Your obligations under this Agreement and must not disclose it without AG1’s prior written consent. This obligation survives termination. You acknowledge that Superfiliate’s collection and processing of any personal data is governed by its own privacy policy and terms, and that You must comply with all applicable data protection laws in connection with Your use of the Superfiliate platform.
7. Indemnification. You agree to indemnify, defend, and hold harmless AG1 and its affiliates, and their respective officers, directors, employees, and agents, from and against any claims, losses, damages, or expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Your Content or conduct; (b) any actual or alleged infringement or misuse of intellectual property rights by You or Your Content; (c) Your participation in the AG1 Affiliate Program; or (d) Your breach of this Agreement or violation of applicable law.
   
8. Disclaimers and Limitations of Liability. AG1 MAKES NO WARRANTIES REGARDING YOUR PARTICIPATION IN THE AG1 AFFILIATE PROGRAM OR ANY RESULTING COMMISSIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, AG1’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSIONS ACTUALLY PAID TO YOU.
9. Independent Contractors. You are an independent contractor, and nothing in this Agreement creates a partnership, agency, employment, or joint venture relationship between You and AG1. You have no authority to bind or speak on behalf of AG1, and You must not represent otherwise. You are solely responsible for all costs and obligations arising from Your participation in the AG1 Affiliate Program, including taxes, insurance, and any required permits or filings.
10. Governing Law and Dispute Resolution. The following provisions govern the law applicable to this Agreement and how any disputes will be resolved between You and AG1.
    1. Governing Law. This Agreement is governed by the Federal Arbitration Act (FAA) and, for all non-arbitration matters, the laws of the State of New York, without regard to its conflict-of-law principles. All arbitration proceedings are governed by Section 10(b)–(g) below.
    2. ARBITRATION; CLASS ACTION WAIVER; OPT-OUT. EXCEPT WHERE PROHIBITED BY LAW, ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR PARTICIPATION IN THE AG1 AFFILIATE PROGRAM (EACH, A “DISPUTE”) WILL BE RESOLVED EXCLUSIVELY BY FINAL, CONFIDENTIAL, INDIVIDUAL BINDING ARBITRATION. YOU AND AG1 WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. The arbitrator (not any court) will decide all issues of arbitrability and the interpretation, applicability, and enforceability of this Section.
    3. Rules and Venue. Arbitration will be administered by JAMS under its Streamlined or other applicable rules (including Mass Arbitration Procedures if triggered). The arbitration may be conducted remotely or, at Your election, in the county where You reside.
    4. Pre-Dispute Process; Small Claims; IP Relief. Before filing, the Parties must exchange a written Notice of Dispute and attempt to resolve it informally within 30 days (send to legal@drinkAG1.com). Either party may bring an individual claim in small claims court. Either party may also seek injunctive or equitable relief in court to prevent actual or threatened misuse or infringement of intellectual property or Confidential Information.
    5. Limitations and Batching. Any Dispute must be initiated within one (1) year of accrual. If 20 or more substantially similar demands are filed by or with the same counsel or organization, the cases will proceed in batches per JAMS Mass Arbitration Procedures, with a single initial filing/admin fee per batch.
    6. Severability. If the class/representative-action waiver is found unenforceable, this Section is null and void as to that Dispute.
    7. Opt-Out. You may opt out of this Section by emailing arbitration-optout@drinkAG1.com within 30 days of first accepting this Agreement, stating Your full name, address, and a clear request to opt out. Opting out will not affect any other terms of this Agreement.
11. Severability. If any provision herein is held invalid, the remainder shall remain in effect.
    
12. Modifications. AG1 may update or modify this Agreement at any time. Your continued participation in the AG1 Affiliate Program after such changes constitutes Your acceptance of the updated terms. If You do not agree to the modifications, Your sole remedy is to discontinue participation in the AG1 Affiliate Program.
13. Contact.
    1. For questions regarding the AG1 Affiliate Program: vip.team@drinkAG1.com
    2. For legal questions related to this Agreement: legal@drinkAG1.com