Affiliate Program Agreement

01Parties

Company: Doctor D Vitamin FZCO, a company duly incorporated under the laws of the United Arab Emirates, operating the Les Cal brand ("Company", "we", "us", or "our"). The Company operates the Affiliate Program and receives customer sale proceeds, including through Stripe. Les Cal LLC, a Delaware limited liability company, acts as the distributor of Les Cal products in the United States and is not a separate party to this Agreement.

Affiliate: The individual or legal entity that has submitted an application to join the Les Cal Affiliate Program and has been approved by the Company ("Affiliate", "you", or "your").

By applying, accepting electronically, accessing an Affiliate account, using an Affiliate Link or code, or participating in the Program, you agree to this Agreement. If you do not agree, you must not participate.

02Definitions

• "Affiliate Link" means the unique tracking URL, landing page, code, or other approved referral method assigned to an Affiliate.
• "Approved Claims Guide" means the current product facts, benefit statements, claims, and content instructions supplied or approved in writing by the Company.
• "Commission" means monetary compensation calculated under Section 4, subject to validation and the Pending and Approved statuses in Section 6.
• "Cookie Window" means the 30-calendar-day period beginning with a customer's most recent qualifying click on an Affiliate Link.
• "Net Sales" means the product purchase price actually received by the Company after discounts, excluding taxes, duties, shipping, insurance, gift-card value, refunds, returns, chargebacks, fraudulent or invalid transactions, payment-processing fees, and other non-product amounts.
• "Net Commission" means Commission remaining after all applicable reversals, deductions, offsets, returns, refunds, chargebacks, and corrections.
• "Payout Period" means each semi-monthly settlement cycle described in Section 6.
• "Qualified Transaction" means a genuine, completed, paid purchase of an eligible Les Cal product that is correctly attributed under Section 5, complies with this Agreement and applicable campaign terms, and is not later excluded.
• "Sub-Affiliate" means an individual or entity enrolled in the Program at the direct invitation of an existing Affiliate.

03Enrollment, Eligibility, and Account Access

• Applicants must be at least 18 years of age or the legal age of majority in their jurisdiction, whichever is higher, and legally permitted to receive Commission.
• The Company may approve, reject, or request additional information for any application and may limit approval by country, platform, product, campaign, or sales channel.
• Each individual or entity may hold only one Affiliate account. False identities, impersonation, and duplicate accounts are prohibited.
• The Affiliate must maintain accurate account, payment, tax, and contact information and protect login credentials. Account access, Affiliate Links, codes, and Program materials may not be sold, transferred, shared, or sublicensed without written approval.
• The Company may change, suspend, or withdraw a link, code, asset, campaign, product, or Program feature where reasonably necessary for security, technical, inventory, compliance, pricing, or commercial reasons.

04Commission Structure

4.1 Direct Commission (Level 0)

The Affiliate earns Commission equal to 15% of Net Sales from each Qualified Transaction attributed to the Affiliate under Section 5.

4.2 Sub-Affiliate Override (Level 1)

Where an Affiliate ("Referring Affiliate") directly enrolls a Sub-Affiliate, the Referring Affiliate earns an override equal to 5% of the Direct Commission earned by that Sub-Affiliate on each Qualified Transaction. No payment is earned merely for recruitment or enrollment.

Example: If Sub-Affiliate B earns a Direct Commission of USD 15.00, Referring Affiliate A earns USD 0.75 (5% x USD 15.00). At the current 15% Direct Commission rate, the override equals 0.75% of Net Sales.

4.3 Commission Conditions

• Commission is calculated on Qualified Transactions, remains Pending until Approved, and may be reversed for an ineligible transaction.
• An Affiliate may use their own Affiliate Link for a bona fide personal purchase and may earn Commission on an otherwise eligible order. A purchase made principally to manipulate Commission, create artificial demand, evade purchase limits, or support resale is not eligible.
• No purchase, stock holding, enrollment fee, or recruitment is required to participate or earn Direct Commission.
• Commission on fraudulent, fictitious, duplicate, test, manipulated, stolen-payment, unauthorised wholesale or resale, or otherwise invalid transactions may be reversed and may result in suspension or termination.
• The Company may offer temporary bonuses or campaign-specific rates under separate written terms. The Company may modify standard rates prospectively as described in Section 16.2.

05Tracking and Attribution

• Attribution uses last-click attribution. If a customer clicks multiple Affiliate Links, the order is attributed to the Affiliate associated with the most recent qualifying click before purchase.
• The Cookie Window is 30 calendar days from the most recent qualifying click. A later qualifying Affiliate Link click resets the period and may replace the previously attributed Affiliate.
• Program records control unless a clear system error is established. The Company is not responsible for tracking failures caused by cookie deletion, privacy settings, ad blockers, private browsing, device changes, incorrect links, platform restrictions, or technical interruption outside its reasonable control.
• Affiliate Links must not be altered, masked, redirected, or embedded in a misleading way or in a way that interferes with disclosures or tracking. Private, expired, leaked, or unauthorised codes must not be published.
• The Affiliate must report a suspected tracking or Commission error within 60 days after it appears in the Dashboard or payout record, except in cases of fraud or clear system error.

06Validation and Payout Terms

6.1 Commission Status and Holding Period

Commission remains Pending for thirty (30) calendar days after confirmed delivery (the Commission Holding Period). It becomes Approved only if no cancellation, return, refund, chargeback, reversal, fraud, breach, or other ineligibility applies. If a request, dispute, chargeback, or review relating to a specific order is opened while the corresponding Commission is Pending, only the Commission attributable to that order remains Pending until resolved. Other eligible Commission is not affected.

6.2 Payout Schedule

Payouts are processed semi-monthly and include only Approved Commission, subject to the minimum threshold, final verification, and a valid payout request:

6.3 Threshold and Manual Request

The minimum payout request is USD 50.00. Lower balances roll forward. Payouts are not automatic: the Affiliate must submit a payout request before the applicable cut-off. A missed request remains in the account for a later cycle.

6.4 Method, Currency, Fees, and Verification

• Commission is calculated and paid in USD through Airwallex or another provider designated by the Company, including an affiliated company acting solely as payment agent. Payment facilitation does not create a separate contract with the payment agent.
• The Affiliate is responsible for receiving-bank, intermediary, and currency-conversion charges. If the Affiliate selects a method that costs more than the Company's standard method, the Company may deduct the actual additional cost and show it in the payout record.
• The Company may request identity, tax, bank, or compliance information and may delay payment for missing or inaccurate information, lawful sanctions screening, payment-provider review, or events outside its reasonable control.

6.5 Taxes

The Affiliate is solely responsible for taxes, filings, registrations, and reporting arising from Program payments. The Company may withhold amounts where required by law. The Affiliate shall indemnify the Company for tax liabilities arising from the Affiliate's failure to comply with their obligations.

07Returns, Refunds, and Adjustments

• Subject to the Return and Refund Policy published on lescal.com at purchase, customers may submit an eligible return request within 15 calendar days after carrier-confirmed delivery. Opened or used consumable products are not returnable unless damaged, defective, incorrect, or otherwise required by law.
• If an order becomes ineligible due to cancellation, return, refund, chargeback, reversal, fraud, or another reason, the related Direct Commission and override are cancelled or reversed in full or pro rata for a partial adjustment.
• Only Commission for the affected order remains Pending during review. If already paid, the reversed amount becomes a negative balance. The Company may offset it against current or future Commission, suspend payouts, and request repayment if the account closes before recovery.
• The customer-facing Return and Refund Policy determines customer eligibility; this Agreement determines the related Commission adjustment.

08Affiliate Marketing and Compliance Obligations

8.1 Marketing Duties

• Promote Les Cal honestly, accurately, and in a manner that protects consumers and the brand. Content must not mislead by wording, image, editing, omission, context, or implication.
• Follow the current Approved Claims Guide, Creator & Content Guide, approved product information, campaign brief, and brand instructions. Use genuine, current packaging and do not materially alter labels, logos, ingredient information, or product appearance.
• Where pre-publication review is required, submit the content, caption, disclosure, and intended platform. Approval applies only to the submitted version and does not transfer legal responsibility to the Company.
• Promptly correct, pause, remove, or stop using content, links, codes, or statements when the Company reasonably identifies a legal, factual, safety, brand, or platform concern, and in any event within 24 hours after notice unless a shorter period is required to prevent harm or comply with law.

8.2 Advertising Disclosure

• Clearly and conspicuously disclose every material connection with Les Cal, including Commission, payment, gifted products, discounts, travel, prizes, or other benefits. Place the disclosure with the endorsement and before the Affiliate Link where practicable.
• Use clear market-appropriate language such as "Ad", "Advertisement", "Gifted by Les Cal", or "I may earn a commission if you buy through this link." Do not rely only on vague terms such as "collab", "ambassador", "partner", "thanks", "affiliate", or "Aff" where consumers may not understand the relationship.
• For video or audio, place the disclosure near the beginning and in the content itself when required. Use platform paid-partnership or branded-content tools in addition to, not instead of, any disclosure required by law.
• Comply with applicable endorsement, advertising, and consumer-protection rules, including FTC requirements in the United States, CAP/ASA and CMA requirements in the United Kingdom, EU consumer-protection requirements, platform rules, and local requirements in each targeted market.

8.3 Product, Health, and Nutrition Claims

• Use only current product facts and exact claims included in the Approved Claims Guide or otherwise approved in writing. Do not infer or create a claim from an ingredient name, packaging statement, customer comment, personal result, or third-party source.
• Do not state or imply that a Les Cal product diagnoses, treats, cures, or prevents disease; guarantees weight loss, fat burning, detoxification, bowel regularity, body transformation, or another result; replaces medical care; or is suitable for every person.
• Weight-management, bowel-regularity, structure/function, or other benefit claims may be used only in the exact form included in the current Approved Claims Guide or separately approved in writing. For example, an approved "supports" claim must not be changed into a guaranteed-results claim.
• Do not describe a Les Cal product, manufacturer, facility, registration, or certificate as "FDA approved" or "FDA certified" unless the Company supplies an exact lawful statement for that specific use.
• Personal experiences and testimonials must be genuine and must not communicate a claim the Company could not lawfully make. Typicality must not be implied without evidence. Before-and-after content requires prior written approval and must not be edited to create a false impression.
• Do not provide medical, nutrition, or exercise advice on behalf of Les Cal. Claims permitted in one country may be restricted in another; obtain written approval when uncertain.

8.4 General Compliance and Audience

• Comply with all laws, regulations, industry codes, and platform rules applicable in every jurisdiction where you promote.
• Do not target minors or use channels primarily directed to minors. Do not exploit vulnerable consumers or market in a manner prohibited by law or Company instruction.
• Do not state or imply that you are an employee, exclusive spokesperson, medical professional acting for Les Cal, or authorised to bind the Company.

8.5 Confidentiality

The Affiliate must keep confidential all non-public information received through the Program, including unreleased products, campaign plans, pricing, customer information, conversion data, internal documents, credentials, and business strategy, and use it only for authorised Program activity. This does not apply to information lawfully public, already known without restriction, independently developed, or lawfully received from another source. Where legally required, the Affiliate should give prompt notice if permitted. The obligation lasts five years after termination; trade secrets remain protected while they qualify as trade secrets.

8.6 Data Protection

• Each party must comply with privacy and data-protection laws applicable to its own processing, including the EU GDPR and UK GDPR where applicable.
• The Company processes Affiliate information under the Les Cal Privacy Policy or applicable notice made available when the information is collected.
• The Affiliate must not collect customer payment details or unnecessary personal data, upload customer lists, conduct direct marketing, combine Program data with other data, or access, disclose, sell, share, or retain customer personal data except as expressly authorised in writing and lawfully permitted.
• Before additional data sharing or processing that requires further terms, the parties must enter into any legally required data-protection agreement.

09Prohibited Conduct and Traffic Sources

• Fraud, fictitious or manipulated transactions, cookie stuffing, forced clicks, hidden links, automatic redirects, invisible pixels, adware, spyware, malware, bots, click farms, scripts, or other artificial traffic, purchases, leads, or engagement.
• Interfering with, reverse engineering, bypassing, or manipulating tracking, security, reporting, or payment systems.
• False or unlawful claims, fake reviews, invented testimonials, false urgency or scarcity, misleading price comparisons, or concealed material information.
• Spam, unsolicited commercial email or messages, automated mass outreach, or contact that breaches consent, privacy, or anti-spam law.
• Bidding on "Les Cal", "Doctor D Vitamin", product names, branded keywords, or confusing variations in paid search, shopping, marketplace, Meta, or other ads without written approval.
• Registering or using domains, subdomains, social handles, apps, or accounts containing or imitating Company brands or product names, or presenting any property as an official Les Cal property without approval.
• Publishing unauthorised codes on coupon, voucher, deal, or cashback sites, or offering unauthorised discounts, rebates, prizes, giveaways, bundles, subscriptions, or incentives.
• Reselling products, acting as a distributor, collecting customer payments, or promising delivery, returns, refunds, or availability on behalf of the Company without separate written authorisation.
• Promoting through illegal, adult, hateful, defamatory, discriminatory, violent, exploitative, unsafe, politically misleading, or otherwise seriously harmful content or channels.

10Intellectual Property and Partner Content

10.1 Brand Assets

• The Company and its licensors own the Les Cal brand, trademarks, logos, packaging, website, photographs, videos, copy, designs, data, software, and Program materials (Brand Assets). All goodwill from their use benefits the Company.
• During active participation, the Company grants a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to use approved Brand Assets solely to promote eligible Les Cal products under this Agreement.
• The Affiliate must not modify a logo, remove a notice, alter packaging claims, create a derivative brand identity, use Brand Assets on merchandise, register any Brand Asset, or imply ownership, sponsorship, exclusivity, or endorsement beyond the Program.
• All licences end upon termination. Restricted or time-limited materials must be removed immediately, and remaining Les Cal branding must be removed from Affiliate-controlled channels within five business days unless the Company requires earlier removal for legal or safety reasons.

10.2 Partner Content and UGC Rights

• The Affiliate retains ownership of original content they create, subject to Company rights in Brand Assets and rights in third-party materials. This Agreement does not grant the Company unlimited advertising, editing, whitelisting, exclusivity, or perpetual usage rights.
• The Company may use platform-native functions to like, comment on, tag, link to, or reshare public Program content through its organic social channels, provided the content is not materially altered and no broader endorsement is implied.
• Paid advertising, website or marketplace use, email use, international campaigns, editing, cropping, subtitling, voiceover, whitelisting, dark posting, exclusivity, or extended distribution requires a separate written agreement, campaign brief, or licence specifying usage, term, territory, and compensation.
• Joining the Program or receiving a product does not create a paid UGC assignment. Deliverables, review rounds, usage rights, and fees for paid UGC must be agreed separately in writing.

11Monitoring, Records, and Cooperation

• The Company may monitor publicly available Affiliate content, traffic sources, links, codes, orders, and Program activity to administer the Program, protect consumers, verify Commission, and assess compliance.
• The Affiliate must keep reasonable records supporting claims, disclosures, traffic sources, and campaigns and, on reasonable request, provide information needed to investigate a complaint, order, code use, suspected breach, or regulatory inquiry.
• The Affiliate must cooperate promptly with reasonable compliance requests, including correcting a disclosure, pausing a claim, identifying the source of a statement or link placement, or removing unauthorised material.
• The Company may temporarily suspend affected links, codes, campaigns, or Commission while investigating a suspected breach, fraud, safety issue, legal concern, or consumer risk. A hold is not a determination of wrongdoing and must be released, adjusted, or cancelled after reasonable review.

12Term and Termination

12.1 Term and Termination by Notice

This Agreement begins when the Affiliate is approved and continues until terminated. The Affiliate may terminate at any time with immediate effect by written notice. The Company may terminate without cause on 30 days' written notice. During any notice period, all obligations continue.

12.2 Immediate Suspension or Termination

The Company may suspend or terminate immediately for a material breach, fraud, deliberate deception, illegal activity, repeated non-compliance, misuse of tracking or Brand Assets, failure to disclose, harmful claims, non-cooperation, security risk, insolvency, or conduct reasonably likely to harm consumers, the Company, or the brand.

12.3 Effect of Termination

• Affiliate Links and codes may be deactivated immediately, and the Affiliate must stop presenting themselves as a current Les Cal Affiliate.
• Net Commission on valid, compliant pre-termination orders remains payable after reconciliation. The USD 50 threshold does not apply to the final payout, ordinarily processed within 30 days, subject to open returns, chargebacks, investigations, payment verification, and lawful offsets.
• For termination for cause, only Commission reasonably attributable to the breach, prohibited conduct, invalid transactions, customer adjustments, or documented legally recoverable loss may be reversed or withheld. Unrelated valid Net Commission remains payable.
• Sections 4.3, 6.4-6.5, 7, 8.5-8.6, 9, 10, 11, 12.3, 13, 14, 15, 16, and obligations concerning reversals, overpayments, negative balances, repayment, confidentiality, data protection, intellectual property, records, indemnity, liability, and disputes survive to the extent applicable.

13Warranties, Disclaimers, and Limitation of Liability

13.1 Affiliate Warranties

The Affiliate warrants that their application and content are accurate; endorsements reflect genuine experience; they possess all required rights and permissions; their participation complies with law and platform rules; and their content does not infringe intellectual property, privacy, publicity, or other rights.

13.2 Program Disclaimer

The Program, Dashboard, links, reports, and materials are provided "as available." To the fullest extent permitted by law, the Company disclaims implied warranties and does not guarantee uninterrupted access, minimum traffic, sales, Commission, campaign availability, product availability, or commercial results.

13.3 Limitation of Liability

• Nothing excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence where applicable, or mandatory statutory rights.
• To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, punitive, or consequential loss, or loss of profit, revenue, opportunity, data, goodwill, or anticipated savings arising from the Program.
• To the fullest extent permitted by law, the Company's total aggregate liability arising from the Program will not exceed Commission paid or payable to the Affiliate during the six months immediately before the event giving rise to the claim. This limit does not reduce valid Commission already earned and payable.

14Indemnity

To the extent permitted by law, the Affiliate will indemnify and hold harmless the Company, its affiliates, officers, employees, and agents from third-party claims, regulatory complaints, losses, damages, penalties, costs, and reasonable legal fees arising from the Affiliate's breach, unlawful or misleading marketing, failure to disclose, infringement, misuse of personal data, tax non-compliance, or content and conduct under the Affiliate's control. The Company will notify the Affiliate of a material claim and allow reasonable participation in the defence. The Affiliate must not settle in a manner that admits Company liability or imposes obligations on the Company without written consent.

15Governing Law and Dispute Resolution

This Agreement is governed by the substantive laws of the Dubai International Financial Centre (DIFC), United Arab Emirates, without regard to conflict-of-law principles.

Any dispute arising out of or in connection with this Agreement, including its existence, validity, or termination, shall be finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC), incorporated by reference. The tribunal shall consist of one arbitrator. The seat shall be the DIFC. The language shall be English. Before commencing arbitration, the parties should attempt in good faith to resolve the dispute through the notice procedure in Section 16.7, except where urgent interim relief is reasonably required.

16General Provisions

16.1 Entire Agreement and Priority

This Agreement, applicable campaign-specific written terms, and written policies expressly incorporated into the Program constitute the entire agreement concerning participation. If terms conflict, campaign-specific written terms control only that campaign, followed by this Agreement, then general guidance materials.

16.2 Changes to the Program or Agreement

The Company may update the Program, policies, Commission settings, or this Agreement for legal, regulatory, technical, security, product, or commercial reasons. Updates may be provided by email, Dashboard, or the affiliate portal. Unless a later date is stated, a change affecting Commission calculations or a Payout Period applies prospectively from the next Payout Period after posting; other changes take effect when posted, subject to any notice required by mandatory law. No change retroactively removes valid Commission already earned except for a refund, chargeback, fraud, error, breach, or legal requirement. Continued participation after the effective date constitutes acceptance; an Affiliate who does not accept must stop participating and terminate before the change takes effect.

16.3 Assignment

The Affiliate may not assign or transfer this Agreement, the account, links, codes, or rights to Commission without written consent. The Company may assign this Agreement as part of a reorganisation, financing, sale, merger, or transfer of the relevant business or Program.

16.4 Waiver and Severability

Failure to enforce a provision is not a waiver. A waiver must be in writing and applies only to the stated circumstance. If any provision is invalid or unenforceable, it will be limited or removed only to the minimum extent necessary, and the remaining provisions continue in effect.

16.5 Independent Contractors

The parties are independent contractors. Nothing creates employment, worker status, agency, franchise, partnership, joint venture, fiduciary relationship, or authority for the Affiliate to bind the Company. The Affiliate controls when, where, and how content is created, subject to this Agreement, campaign requirements, and law, and bears their own equipment, expenses, insurance, registrations, and permits.

16.6 Electronic Acceptance and Records

Electronic acceptance, including submitting an application, ticking a box, using an Affiliate Link, or continuing after notice, has the same effect as a handwritten signature to the extent permitted by law. The Company may retain the Affiliate's legal name, email, account ID, Agreement version, acceptance date and time, and acceptance method as evidence.

16.7 Notices

Notices to the Affiliate must be sent to the latest email address in the Affiliate account. Notices to the Company must be sent to affiliate@lescal.com. An email notice is deemed received 24 hours after sending, provided the sender receives no automated delivery-failure or bounce-back notification.

17Acknowledgement

By submitting an application, clicking an acceptance box, electronically signing, using an Affiliate Link or code, or continuing to participate, the Affiliate confirms that they have read, understood, and agree to this Agreement.

Doctor D Vitamin FZCO | Les Cal | affiliate@lescal.com