Aspiro Partner Agreement

1. About this agreement

This Aspiro Partner Agreement (the "Agreement") is between you and DesignX Inc. d/b/a Aspiro Health, of Boise, Idaho, the company behind the Aspiro app and AspiroHealth.com ("Aspiro", "we", "us"). It sets the rules of the Aspiro Partner Program (the "Program"). You accept it by ticking the boxes and submitting your application; we record the version you accepted (v2) and the time. It takes effect only if we approve your application.

2. Who can join

To be a partner you must:

• be at least 18 years old and live in the United States;
• use your own Aspiro account, with true and current details;
• not be an Aspiro employee or contractor, or a coach selling coaching through Aspiro (coaches are paid through coaching instead);
• hold only one partner account.

3. Your link and code

When we approve you, we give you a personal code and a link that carries it. They are yours alone: do not share, sell or transfer them, or let anyone else use them as their own.

A member is credited to you when they enter your code or open your link in Aspiro before their first paid purchase. The first code a member uses is the one that counts, and it never changes afterwards. A member who already used another code, or who paid for Aspiro before using yours, is not credited to you.

Any discount or offer attached to your code is set by Aspiro and delivered by Apple. You may describe it only as we describe it to you.

4. What you are paid for

You earn a commission on Aspiro Plus and Aspiro Pro subscriptions that a member credited to you buys and pays for in the App Store, as long as their first paid purchase comes within 60 days of using your code. From that first paid purchase, their paid renewals and upgrades also earn for 12 months.

Nothing else earns a commission, including:

• installs, downloads, sign-ups or code entries on their own;
• free trials, free periods and offers that cost the member nothing;
• coaching subscriptions and anything sold by a coach;
• purchases on your own account, or on an account that shares an App Store subscription with yours;
• purchases made before we approved you or after the partnership ended;
• test or sandbox purchases, including TestFlight.

5. How much

Your commission is a percentage of the net proceeds of each qualifying purchase: what Apple pays Aspiro after Apple's commission and the taxes Apple collects. The percentage depends on your tier at the moment a member first pays, and that member's percentage stays fixed for their 12 months.

• Starter: 25%, from your first paying member.
• Partner: 30%, once 10 members who stay have joined through you in the last 12 months.
• Elite: once 50 members who stay have joined through you in the last 12 months and Aspiro has approved a brand review. Elite starts at 30% and rises to 35% for new members once Aspiro switches the Elite rate on; we will tell you when it does.
• "A member who stays" means their first paid purchase is past its hold period and was not refunded.

6. Estimates and corrections

Commission is first calculated from the purchase record Apple sends us, so the amounts in your dashboard are estimates until we check them against Apple's monthly financial reports. If a figure was wrong we correct it with a separate, visible adjustment; we never silently change a past amount. Our records are the basis for payment, and we will explain any adjustment you ask about.

7. Holds, refunds and payment

• Each commission is held for 60 days after the purchase, so refunds can come in first.
• In each of your first 3 months as a partner, at most $1,000 of commission becomes payable. Anything above that is not lost: it carries forward and becomes payable from your 4th month as a partner onward, once it is past its 60-day hold.
• We pay once a month, in US dollars, for commission that is past its hold, when your balance is at least $50. A smaller balance carries forward.
• When a purchase is refunded, reversed or charged back, its commission is taken back. If it was already paid, the amount comes off your future commission, and your balance can be negative until it does.
• We pay through Stripe. You must finish Stripe's setup, including the tax details Stripe asks for (the information on a Form W-9). Aspiro never sees or stores your tax ID or bank details.
• Commission you earn before your Stripe setup is finished is held for you, and we will remind you to finish it. If setup is still not finished 12 months after a commission was earned, that commission lapses and is not paid.
• You are responsible for your own taxes. Where the law requires it, a Form 1099 is issued through Stripe.
• We may hold back commission that is under review for fraud or a breach of this Agreement while we look into it, and we do not pay commission that results from either.

8. One level only

The Program pays only for members you bring yourself. You are never paid for recruiting other partners, for anything other partners do, or for anyone further down a chain. There is no fee to join and nothing to buy.

9. Telling your audience you are paid

US law (the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 CFR Part 255) requires you to disclose your connection to Aspiro whenever you recommend it. In every post, video, story, stream, email, page or message that mentions Aspiro together with your link or code, you must:

• say clearly that you earn a commission, in plain words such as "#ad", "Paid partner of Aspiro" or "I earn a commission from this link";
• put it next to the recommendation, where people see it without clicking "more" or scrolling, and not hidden among other hashtags;
• in video and live streams, say it out loud as well as showing it on screen, and repeat it in long streams;
• use the platform's paid-partnership label where there is one, in addition to your own words;
• use the same language as the rest of the post.

10. Honest and accurate claims

Recommend Aspiro only if you have used it, and say only what you honestly believe. You must not:

• promise or suggest a particular amount of weight loss, body change or fitness result, or that results are typical;
• claim Aspiro diagnoses, treats, cures or prevents any disease or medical condition, or replaces a doctor, dietitian or other professional;
• make any claim about Aspiro that you cannot support, or that Aspiro has not made itself;
• make claims about how much anyone earns or could earn from the Program, or use the Program to recruit people with promises of income;
• post fake, paid-for or misleading reviews, ratings or testimonials, or offer anything in exchange for an App Store review.

11. How you may promote Aspiro

You must not:

• bid on "Aspiro", "Aspiro Health" or any similar term or misspelling in paid search or app-store ads, or use them in an ad's text or address;
• register a domain, account, handle or app that contains "Aspiro", or present yourself as Aspiro, as speaking for Aspiro, or as an Aspiro employee;
• sell, trade, auction or give away your code for anything of value, pay or reward anyone for using it, or offer to pass part of your commission back to members;
• post your code on coupon, deal or cash-back sites, or anywhere Apple's offer code terms forbid; Apple's terms for offer codes apply to any offer attached to your code;
• send unsolicited email, texts or messages, or contact people in ways that break anti-spam laws such as CAN-SPAM or the Telephone Consumer Protection Act;
• aim content at people under 18, or promote Aspiro next to content that is hateful, sexual, violent, illegal or misleading;
• use bots, fake accounts, or any trick that generates code uses or purchases that are not real.

12. Using the Aspiro name

While you are a partner, you may use the Aspiro name and the logos and images we provide, unchanged, only to promote Aspiro under this Agreement. This permission is limited, non-exclusive and can be withdrawn. If we ask you to change or remove content that mentions Aspiro, you will do so within two business days.

Your content stays yours. We will not use it in Aspiro's own advertising without your written permission.

13. Privacy

You never receive the names, emails or other details of members credited to you. Your dashboard shows counts and amounts only, and you must not try to identify members from it. We handle your own information as described in Aspiro's Privacy Policy, and Stripe handles your payout and tax details under its own terms.

14. Your relationship with Aspiro

You are an independent contractor, not an employee, agent or partner in a legal sense. You cannot make promises or contracts on Aspiro's behalf, and you pay your own costs.

15. Ending the partnership

Either of us can end the partnership at any time by email, for any reason. When it ends, your link and code stop crediting new members and you must stop presenting yourself as an Aspiro partner.

You keep the commission you earned before the end that is not refunded or taken back. We pay it once it is past its hold, in the usual monthly payment, even if it is under the usual minimum. If the partnership ends because of fraud or a serious breach of this Agreement, commission connected to it is not paid.

16. Changes to the Program

We may change the Program or this Agreement. We will email you at least 30 days before a change takes effect, and the dashboard will show the new version. A change never reduces commission already earned. If you do not agree, you may end the partnership; continuing after the change takes effect means you accept it.

17. Responsibility and limits

The Program and the dashboard are provided "as is". We do not promise that the Program will run without interruption or that you will earn any amount. To the extent the law allows, neither of us is liable to the other for indirect or consequential losses, and Aspiro's total liability under this Agreement is limited to the commission paid to you in the 12 months before the claim.

You are responsible for your content and how you promote Aspiro, and you will cover Aspiro's reasonable costs from claims caused by your breach of this Agreement or of the law.

18. Confidentiality

Anything we share with you that is not public, including your commission figures and any product plans, stays confidential and is used only for the Program.

19. Law and disputes

This Agreement is governed by the laws of the State of Idaho, without regard to its conflict-of-law rules. Any dispute that we cannot resolve together will be decided by the state or federal courts located in Ada County, Idaho, and we both agree to their jurisdiction.

20. General

This Agreement is the whole agreement between us about the Program. You may not transfer it to anyone else. If any part cannot be enforced, the rest still applies. Our not enforcing a term is not a waiver of it. We send notices to the email on your Aspiro account; you can reach us at contact@aspirohealth.com.