Gathermark Community Founder Program

In the event of any conflict between these Program Terms and the Terms of Use, these Program Terms shall control but only as to the scope of the Program and these Program Terms and not as to any broader considerations. Any breach of the Terms of Use is deemed to be a breach of these Program Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Terms of Use.

1. Modification or Termination of Program

The Program is offered at the discretion of Gathermark, Inc. ("Gathermark", "we," "us," or "our"), and Gathermark reserves the right to terminate, suspend, or modify the Program and these Program Terms, in whole or in part, at any time, for any reason. Without limiting the generality of the foregoing, Gathermark may deactivate your Code (as defined below), modify the Referral Credit (as defined below), conditions of participation in the Program, or any other aspect of the Program, effective immediately.

Any material modifications to the Program or these Program Terms will be communicated by email and/or Gathermark's website. Your continued participation in the Program following the effective date of such modifications will be deemed your agreement and binding acceptance of such modifications.

2. Eligibility

The Program is available to any Gathermark individual over the age of eighteen (18) years, who has signed up to join the Mailing List prior to Gathermark's commercial launch of the Platform and Services (which date is determined by Gathermark in its sole discretion). To participate in the Program, you must create an Account with Gathermark.

To participate in the Revenue Sharing Program, you must have an active seller account with a valid and unique linked PayPal account. By accepting these Program Terms, you expressly authorize Gathermark to access data about your PayPal connected account activity and transactions and to conduct other activities in connection with the processing and monitoring of revenue share payments under these Program Terms.

3. Restrictions

Your participation in the Program must not violate any applicable laws, rules or regulations. You are solely responsible for any violation by you of any applicable laws, rules or regulations. We may impose additional limits on your participation in the Program at any time, including those based on anti-money laundering, sanctions or anti-fraud laws or policies.

You may not participate in the Program if you are a person with whom U.S. persons are not permitted to have dealings pursuant to economic sanctions, including, without limitation, sanctions administered by the United States Department of the Treasury's Office of Foreign Assets Control or any other applicable sanctions authority ("Prohibited Person"). By participating in the Program you represent and warrant that you are not a Prohibited Person.

Violation of any of the above rules and restrictions, or any provision of the Terms of Use, may lead to termination of your participation in the Program and/or your eligibility to receive Program Incentives (as defined below).

4. Referral Program

Our referral program (the "Referral Program") lets you earn credits for successful referrals made using a unique referral Code (as defined below).

Referral Code

Each individual participating in the Program is provided with a personal referral code ("Code") to share with each individual's personal network for the purposes of generating referrals, subject to the following conditions. Referrals will be tracked upon individuals' use of your Code when creating a New Account (as defined below), subject to the conditions below.

FTC Compliance

You must at all times comply with the Federal Trade Commission's ("FTC's") Guides Concerning the Use of Endorsements and Testimonials in Advertising and the FTC's Endorsement Guides: What People Are Asking (collectively, the "FTC Guides") in connection with your participation in the Program.

To comply with the FTC Guides, you must disclose the fact that you may receive a referral fee from Gathermark if the recipient uses your Code to sign up for a Gathermark Account (e.g., "this is a paid referral") when sharing your Code.

Prohibited Activities

You must not, directly or indirectly:

• Utilize any scripts, bots, automatic dialers, or other artificial intelligence or automated technologies to circulate your Code and/or related communications in mass distribution fashion
• Share or distribute your Code by text or email in a manner that violates the Telephone Consumer Protection Act ("TCPA"), Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the "CAN-SPAM Act"), or any other applicable law
• Take any actions intended to influence an individual's purchase of laboratory testing or healthcare service
• Post or otherwise promote your Code on any commercial media properties, including without limitation any commercial website and social media account, such as those websites accounts which furnish (or purport to furnish) consumers with coupon codes and/or otherwise leverage referral traffic

Referral Credits

For as long as your Account remains active and subject to the limitations below, you will receive a referral credit for each Qualifying Sale (as defined below) in an amount equal to:

• Five U.S. dollars ($5.00), or
• £5 if you are located in the United Kingdom, or
• €5 if you are located in the European Union

The Referral Credit may be applied towards the purchase of any items through the Platform (the "Referral Credit"), subject to these Program Terms. The Referral Credit will be automatically applied to your Account and at checkout when you make a purchase through the Platform.

There is no limit to the number of Qualifying Sales, however, the aggregate amount of Referral Credits that you can receive will be capped at a total of:

• Five thousand U.S. dollars ($5,000), or
• £5,000 if you are located in the United Kingdom, or
• €5,000 if you are located in the European Union

Qualifying Sale Definition

"Qualifying Sale" is a sale made through the Platform (i) by an individual who opens or has opened a new Gathermark account on the Platform ("New Account"), using your Code at sign-up; and (ii) that exceeds:

• Fifty U.S. dollars ($50.00) or more, or
• £50 if you are located in the United Kingdom, or
• €50 if you are located in the European Union

For clarity, a New Account will only be subject to a Referral Credit and payable to you if: (a) you have complied with all applicable terms and conditions (e.g. Program Terms, Terms of Use) in referring the New Account to Gathermark; and (b) the registrant of the New Account who used your Code at the time of sign-up and does not otherwise have or ever has had an Account on the Platform.

Tracking Qualifying Sales

Gathermark will provide you with periodic updates via email regarding the number of Qualifying Sales generated using your Code.

Remitting Referral Credits

Gathermark will provide to you the Referral Credits due to you within thirty (30) days of the start of each calendar quarter. It may take up to ninety (90) days after sign-up using your Code for a New Account to be deemed to be a Qualifying Sale. All federal, state, and local taxes (including income and withholding taxes) associated with your receipt of the Referral Credits are your sole responsibility.

Limitations on Referral Credits

You will not be entitled to any Referral Credit that arises out of and/or relates to one or more of the following ("Extenuating Circumstances"):

• A mistake on Gathermark's part
• Fraudulent conduct (by you, a Seller, or otherwise)
• Your acts and/or omissions in breach of these Program Terms or any other provision of the Terms of Use
• A technical malfunction
• Interference with Gathermark's systems and/or technologies
• The acts and/or omissions of any third party (intentional, negligent, or otherwise) that adversely impact the determination of a Qualifying Sale and/or result in the improper qualification of, tabulation of, and/or payment with respect to one or more Qualifying Sales

Account Suspension or Termination

In the event your Account is suspended for any reason, you will not be entitled to any Referral Credits generated during the period of suspension. If your Account is terminated:

• You will forfeit any unpaid Referral Credits if such termination is for cause, or
• Gathermark will pay you all Referral Credits accrued as of the effective date of termination if the Account is terminated due to expiration of the Program

General Conditions

Gathermark's measurement of Qualifying Sales will be the sole source of determining whether and to what extent you should receive any Referral Credits. To the fullest extent permitted by law, Gathermark retains the sole and final decisional authority regarding (a) whether to issue a Referral Credit to you; and (b) whether a Referral Credit was improperly issued to you.

In addition to and without the limitation of all other remedies that may be available to Gathermark, and to the fullest extent allowed by law, if Gathermark determines, in its sole, final, and reasonable discretion, that any Referral Credits already paid to you should not have been issued due to one or more Extenuating Circumstances, you agree that, in addition to all other remedies available at law, within fourteen (14) days of Gathermark's written, detailed demand for the return of one or more improperly paid Referral Credits, you will return any and all such Referral Credits to Gathermark at the address and/or account information provided by Gathermark.

Gathermark reserves the right to offset any Referral Credits due to you with amounts owed by you to Gathermark as a result of an improper application of Referral Credit to your Account, as described in this section.

5. Revenue Sharing Program

Our revenue sharing program allows top performing Sellers to share in up to an aggregate of 10% of Gathermark's total revenue earned in connection with sales made through the Platform (the "Revenue Sharing Program").

General Conditions and Restrictions

Participation in the Revenue Sharing Program is subject to selling at least $100.00 USD per calendar quarter. After the first year, eligibility will be determined by the standard eligibility requirements of the program, as described in the Terms of Use.

If at any point Gathermark finds your performance metrics to be manipulated, including, for example, using bots or other automated means to artificially inflate performance metrics, Gathermark reserves the right to adjust any future payments, or to suspend payment.

Your revenue share is not transferable across different Accounts and will be calculated on an individual Account basis.

Payments

Payments will be made to you in connection with your participation in the Revenue Sharing Program ("RSP Payments") measured on a quarterly basis. Revenue share allocation must reach $20.00 USD ("Minimum Payment Threshold") before being eligible for payment.

The total amount of RSP Payments due during the applicable Revenue Period will be calculated based primarily on the number of sales, aggregate amount of sales, quality of items sold, and level of engagement on the platform. Gathermark will exercise discretion in determining the exact formula, and it may vary from quarter to quarter. Payments will be made from your Account and will be paid net of any payment provider processing fees.

Within thirty (30) days of the end of the respective Revenue Period, Gathermark will pay you, through PayPal, the RSP Payment due to you for the preceding Revenue Period, in accordance with the PayPal information provided by you. You must have a valid PayPal account to receive RSP payments and you are solely responsible for keeping such information up to date.

Notwithstanding the foregoing, Gathermark reserves the right to issue payouts to you at any cadence in its sole discretion, including for business, financial, or legal reasons. Gathermark reserves the right at any time to modify how our payment calculation is structured, including, for example, adding or removing revenue types, for any reason, including business, financial, or legal reasons.

6. Taxes

Payment of any applicable Taxes (as defined below), if any, due to taxing authorities arising from, or in connection with, your receipt of any Program Incentives (as defined below) are your sole responsibility. Gathermark and/or PayPal may automatically deduct or withhold any Taxes that they may be legally obligated to deduct or withhold from any amounts payable to you, and payment to you as reduced by such deductions or withholdings will constitute full payment and settlement of the amounts payable under these Program Terms.

As used above, "Taxes" means all federal, state and local taxes, including any income, stamp, sales, use, value-added or other taxes, duties, charges, fees, deductions or withholdings.

7. Discounts

As an additional benefit for your participation in the Program, you are entitled to a five percent (5%) discount off of your first five (5) purchases through the Platform (the "Discounts" and together with the Referral Credits and RSP Payments, the "Program Incentives").

The discount will be automatically applied to the purchase price of the products purchased through the Platform using your Account, and for the avoidance of doubt, excludes Sales Taxes, shipping fees, and any processing fees.

8. Additional Incentives

From time to time, Gathermark may add (or remove or replace) incentives or otherwise modify the Program. Any additional incentives offered may be subject to additional terms and conditions, which you may be required to accept in order to benefit from or otherwise take advantage of such incentives.

9. License

Gathermark hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, license to use Gathermark's "GATHERMARK" name, logo, and slogan strictly for use in connection with sharing your Code for purposes of generating referrals in compliance with these Program Terms. All rights not specifically granted to you under these Program Terms are reserved by Gathermark.

10. Warranties, Requirements, and Covenants

You represent, warrant and covenant as follows:

• You will comply with all applicable laws, regulations, and guidance in connection with your participation in the Program, including without limitation, the FTC Guides, the CAN‐SPAM Act, TCPA, state kickback laws, and all state laws relating to the practice of any profession, and all applicable advertising and marketing, consumer protection, and privacy laws.
• You will not, directly or indirectly, solicit, encourage, aid, incite, or engage in any fraudulent, deceptive, or unlawful acts in connection with your participation in the Program.
• You will not attempt to engage or engage in any measures intended to and/or likely to result in receipt of a Program Incentive in violation of these Program Terms.

Gathermark reserves the right to verify your eligibility to participate in the Program or to receive Program Incentives hereunder, and your compliance with these Program Terms. Gathermark may terminate or suspend your participation in the Program in the event Gathermark determines that you are not in compliance with these Program Terms, as determined by Gathermark in its sole discretion.

11. Gathermark Disclaimer of Warranties/Limitation of Liability

FURTHER, GATHERMARK IS NOT RESPONSIBLE OR LIABLE FOR ANY WARRANTY, REPRESENTATION, OR GUARANTEE, EXPRESS OR IMPLIED, IN FACT OR IN LAW, RELATIVE TO THE PROGRAM, INCLUDING WITHOUT LIMITATION, THAT THE PROGRAM OR SERVICES WILL BE ERROR-FREE, OR AS TO THE ACCURACY, COMPLETENESS, FUNCTIONALITY, AND/OR TIMELINESS OF YOUR CODE, TABULATION OF THE QUALIFYING SALES, AND/OR CALCULATION OR PAYMENT OF THE REFERRAL CREDITS, OR FOR ANY ACTS OR OMISSIONS OF IMPACT.

THE LIMITATION OF LIABILITY SET FORTH IN THE TERMS OF USE ALSO APPLY TO YOUR PARTICIPATION IN THE PROGRAM.

12. Termination

Gathermark may amend or cancel the Program, or any portion thereof, at any time in its sole discretion. In addition, we reserve the right, in our sole discretion, to:

• Suspend, remove or disable access to your account or cease providing you with all or part of the Program
• Remove you from the Program
• Withhold, suspend, recoup or set-off the Program Incentives (including any amount that may have been attributable to or from past or future account)

if we believe you or your account is in breach or violation of the Program Terms, Terms of Use, or any applicable laws. We will have no liability for taking any of the above actions.

Upon Termination

Upon termination of these Program Terms and/or your participation in the Program:

• The rights and obligations under these Program Terms will immediately cease
• Any and all liabilities accrued before the effective date of the termination will survive, subject to the following:
  • If you have met the Minimum Payment Threshold at the time of termination of these Program Terms, the Payment Processor will attempt to pay you for amounts and unpaid. If, however, the Payment Processor is unable to remit payment to you due to circumstances beyond its control, you will automatically forfeit all such amounts and Gathermark will not owe any and all such amounts
  • If you have not yet met the Minimum Payment Threshold, no amounts will be paid or owed to you

Provided that the Account remains active following such termination, the Referral Credits earned but not disbursed prior to the termination date will be credited Account within thirty (30) days of termination.