Affiliate Agreement Last modified on May 11th 2021

These terms of service (“Terms” “Agreement”) constitute a

binding agreement between you (“Affiliate”, “you”, “your”) and RIIZE. (“Riize

Health,” “we,” “us” or “our”), and govern your use of Riize Health (“Website”

or “Site(s)”) and the content, products and services offered through the

Website (collectively with the Website, the “Services”). By continuing to

maintain your affiliate relationship with us, you acknowledge that you have

read and understood this Agreement and agree to be bound by its terms and

conditions. THESE TERMS MAY BE AMENDED OR CHANGED BY US IN OUR DISCRETION, AS

PROVIDED HEREIN, AT ANY TIME. Your continued access or use of the Website or

any other Services following such changes will be deemed acceptance of such

changes. In addition, we reserve the right to modify or cease providing all or

any portion of the Services at any time, with or without notice. Be sure to

return to this page periodically to ensure familiarity with the most current

version of these Terms. We encourage you to contact an attorney of your own

choosing and at your own expense in the event that you do not understand any of

the terms contained in this Agreement. If you do not agree with anything

contained in this Agreement then please cease and desist from using any of our

Sites, products and/or services immediately.

1. Privacy Policy

We are committed to protecting the privacy of the personal

information you provide to us through the Website. Any personal information

submitted through the Website by you is subject to our 

Privacy Policy

, which is

incorporated herein by reference. PLEASE REVIEW OUR 

PRIVACY POLICY

 TO

UNDERSTAND OUR PRACTICES WITH RESPECT TO YOUR PERSONAL INFORMATION. We do not

knowingly collect personal information from persons under the age of 18. The

date of the last update to our Privacy Policy will be noted at the top of our

Privacy Policy.

2. Access and Passwords

As part of the subscription process for this Site, you have

selected or been assigned a particular password in accordance with Riize Health’s

password guidelines. YOU AGREE THAT YOU ARE THE ONLY INDIVIDUAL ENTITLED TO

ACCESS THE SITE USING YOUR EMAIL ADDRESS AND PASSWORD, AND YOU AGREE NOT TO

PERMIT OTHERS TO ACCESS THE SITE USING YOUR EMAIL ADDRESS OR PASSWORD. You

agree that all actions taken by you, or any other user that accesses the Site

using your email address and password, at or through the Site will be

attributed to and legally bind you, even with respect to acts for which the

user had no actual authority or made an error. You assume all resulting

liability from the use of the Site and any services available on it by you or

others using your email address and password. If you lose your password, please

click the “

Forgot your password?

” link on the login page.

3. Representations and Warranties

You represent and warrant to Riize Health that: (a) you

possess the legal right and ability to enter into this Agreement; (b) all

information submitted by you to the Site is true, accurate, complete and

without omissions of necessary information, current and kept up to date; (c)

you will be responsible for all use of your username and password even if such

use was conducted without your authority or permission; (d) you are at least 18

years old and the age of majority and legal consent in the jurisdiction in

which you live or reside, and (e) you will not use the Site for any purpose

that is unlawful or prohibited by this Agreement (f) you are NOT operating from

a country, state, province or territory in which the distribution and/or sale

of adult material is forbidden.

4. Payments and Commissions

4.1  Payments are made 30 days after the end of the

period. Periods are from the 1st to the 15th of every month and from the 16th

to the last day of the month. We try our very best to have payments out no

later than 30 days after the end of the period, however we cannot guarantee

that payment will have reached your account by this time.

4.2  Payment methods are chosen at your own risk. Riize

Health is not responsible for any loss of funds via third parties once payments

have been transferred to them.

4.3 Individual payout amounts are subject to change and must

remain strictly confidential; no public display of commissions will be

tolerated; such display will equate to a breach of the confidentiality

provisions of this Agreement.

4.4  Affiliates will not be paid for referring

themselves or ‘multiple accounts’.

4.5 Payment will be made via our acceptable payment options

as listed on your profile page and are subject to change.

4.6  Minimum payout is $100, except under the payment

method you have chosen; some may have higher minimum payouts than others. All

balances will be carried forward until the minimum payout is achieved.

4.7 Should an Affiliate terminate its account and the amount

owed in said account is $20 or less, said amount will be forfeited by

Affiliate.

4.8  All commissions are payable in U.S. Dollars.

4.9  Any and all chargebacks will be debited from the

Affiliate’s account balance.

4.10 We actively monitor traffic, clicks, click-throughs,

sales, registrations, impressions, leads, payouts, and other program-related

activities for potential fraud (“Activities”). If we suspect that your account

has been used in a fraudulent manner, your account will be deactivated

effective immediately and with no notice to you pending further investigation.

If you add Activities or inflate Activities through the use of fraudulent means

of traffic generation, as determined solely by us, you will forfeit all of the

pending payouts, and your Affiliate account will be terminated effective

immediately. Riize Health reserves sole judgment in determining fraud and you

agree to be bound by any and all such determinations. It is your OBLIGATION to

prove to us that you have NOT engaged in fraud. Riize Health will hold your

payout-related payments in ‘Pending Status’ until you have satisfactorily

provided evidence that demonstrates to us that you have not engaged in fraud.

If you are unable to provide us with satisfactory evidence that you have not

engaged in fraud within seven (7) days of your payouts being placed in “Pending

Status”, then we reserve the right to terminate your Affiliate account and

cancel payment, at our sole discretion and without any further obligations to

You. If payouts have been previously issued, and we deem these payments have

derived from fraudulent activities, we will avail ourselves of all means

necessary to recuperate said funds as well as expenses incurred to take such

action, including but not limited to attorneys’ fees.

4.11  Any leads and/or traffic resulting from incorrect

targeting and/or targeting towards incorrect device types will not be paid to

the Affiliate.

4.12 Any fees incurred due to inaccurate information

provided to Riize Health will be the responsibility of the Affiliate.

4.13  If you refer another person or entity that

becomes a new affiliate for us, we shall pay you 5% of revenue generated by

your Referred Affiliate (“RA”). We shall determine what revenue qualifies for

the share in our sole and reasonable discretion and may adjust the revenue for

any reason, including, without limitation, amounts not collected, amounts

setoff, charged back, or canceled by its customers, adjustments for

discrepancies between tracking systems, and reserves for anticipated adjustments.

You will only earn revenue for a new RA once they have been accepted into our

network (and we may accept or deny in our sole and absolute discretion) and

once they sign an agreement reasonably similar to this Agreement. In order to

receive your commission from your RA’s revenue you must keep an active

affiliate relationship with us, including generating hits and leads, should you

be inactive within our network for more than 90 days (i.e. no login, no hit

generated, no leads generated) you will forfeit any and all commissions

generated by your RA’s revenues and we shall be under no obligation to pay

futures revenue shares. We reserve the right to discontinue our relationship

with any affiliate at any time in our sole and absolute discretion and your

revenue share of the RA shall stop upon termination of that RA’s relationship

with us. We may terminate this referral program at any time, without notice to

you, and without any liability, whatsoever, including liability to pay future

revenue shares. Termination of this referral program does not affect other

obligations in this Agreement.

5. Restrictions

5.1  The Site contains proprietary material of Riize

Health (or material that other third parties have licensed to Riize Health for

their use), which is protected by copyright and other laws respecting

proprietary rights. Riize Health retains all rights for the material and media,

including, without limitation, all copyright and other proprietary rights

worldwide in all media. You may not use such material except as expressly

permitted under this Agreement and under applicable intellectual property laws.

5.2  You are granted a non-exclusive, non-transferable

and revocable license to display the ads and marketing tools throughout the

Affiliate Site, subject to the terms and conditions of this Agreement and our

policies and procedures. You may not alter, change, add to, or otherwise modify

any ad tools provided by us. This Agreement does not authorize the use of any

Ad tools for any off-line or non-Internet (i.e., print) advertising or in the

use of email marketing or other similar solicitations.

5.3  You acknowledge that the information (and the

licensed materials contained therein) is highly proprietary in nature and that

unauthorized copying, transfer or use may cause Riize Health or any third party

doing business with Riize Health irreparable injury that cannot be adequately

compensated for by means of monetary damages. You agree that any breach of this

provision by you, or any of your subscribers or end-users, may be enforced by Riize

Health and any third party doing business with Riize Health, by means of

equitable relief (including, but not limited to, injunctive relief) in addition

to any other available rights and remedies.

5.4  You agree that any supplier of any portion of the

licensed materials may enforce its rights against you, even though that

supplier is not a party to the Agreement.

5.5   Affiliates who are duly authorized may

access Riize Health for individual use, i.e., may use, as intended, banners and

marketing material available on Riize Health. You may not and may not permit

others to: reproduce, publish, distribute, sell, or otherwise access or use any

material retrieved from or contained in or on this Site in any manner

whatsoever that may infringe any copyright or proprietary interest of Riize

Health; distribute the information contained in and on our Sites to other users

not duly authorized to access the Site; distribute, rent, sublicense, lease,

transfer or assign the information or this Agreement; decompile, disassemble,

or otherwise reverse-engineer our Sites or information contained in or on same

or any software contained therein, or alter, translate, modify, or adapt it to

create derivative works. Unauthorized reproduction, transfer, and/or use may be

a violation of criminal as well as civil law.

5.6  It is strictly prohibited to promote any Riize

Health offers through spam, content locking and other deceitful tactics. This

includes, but is not restricted to: spam (via email, forums, comments and

instant messaging), blind leading, direct-to-form promotion, link code hack and

unauthorized landing page alteration. If you are not sure if your promotional

tactics go against these Terms, please speak to your affiliate manager.

5.7  It is strictly forbidden to use sub-affiliation on

Riize Health unless you have a written and signed agreement by an authorized

representative of Riize Health.

5.8 We reserve the right to terminate any account that has

been inactive for more than 12 consecutive months, all amounts owed will be

forfeited upon termination due to inactivity.

5.9  Furthermore, you hereby agree:

           5.9.1  to

refrain from purchasing, bidding on, or otherwise obtaining or using keywords

incorporating or otherwise based upon or derived from our brands on search

engines (e.g.,

google.com

,

yahoo.com

and

bing.com

);

           5.9.2  to

refrain from purchasing, bidding on, or otherwise obtaining or using any domain

names or URLs that incorporate or are confusingly similar to any of our brands,

trademarks copyrights, or URLs including, but not limited to words or URLs such

as “Riize Health”, or any other related brands, trademarks copyrights, or URLs

as determined by us;

          5.9.3  not to use or

place our brands on or with any items that are injurious to end-users or their

property, including but not limited to, items that could give rise to a claim

for a breach of an express or implied warranty or product liability,

infringement of intellectual property or which is scandalous, libelous,

obscene, an invasion of privacy or otherwise unlawful or tortious;

           5.9.4  not to

use our brands in any manner that is disparaging or that otherwise portrays us

or our entities in a negative or misleading light;

          5.9.5  not to create

a website or web page that uses our brands in a manner that is likely to be

confused (e.g., similar designs, graphics, look and feel) with one or more

websites operated by any and all of our entities;

          5.9.6  not to

infringe, misappropriate or otherwise violate any copyright, patent, trademark,

trade secret or other similar intellectual property right, or otherwise violate

or breach any duty toward, or rights of, any person or entity including,

without limitation, rights of privacy and publicity;

           5.9.7  not to

use, register or file an application to register a trademark, service mark,

domain name, user name, account name or other proprietary designation

incorporating our brands, or any variation of our brands, whether they are used

alone, in part, or in combination with other words (e.g., “Riize HealthUSA”) or

are based upon typographical errors or misspellings (e.g., “Rise Health”, “Riize

Health”, etc.); and to notify us promptly upon becoming aware of any improper

use of our brands and reasonably cooperate with us (at our request) in the

protection of our brands. 

For a list of our brands and trademarks please contact your

affiliate representative.

5.10  The Parties shall comply, at all times, with

all applicable legislation dealing with spam and other electronic threats and

sending of commercial e-mail, including, without limitation, 

The Controlling the Assault of Non-Solicited Pornography And Marketing

 (CAN-SPAM) 

Act of 2003

 (USA) and 

Canada’s Anti-Spam Law

 (CASL),

depending on where you are sending said e-mail from and the location of its

recipient. In case of the infringement of any such legislation by the

Affiliate, the Agreement will be immediately terminated.

5.11  The Affiliate shall comply with any

applicable industry best practices, code of ethics and guidelines set forth by

relevant authorities, such as consumer and market authorities (including, but

not limited to the Canadian Ad Standards, the US Federal Trade Commission (FTC)

or any similar authority in all relevant or applicable jurisdictions).

5.12  Both Parties do, and at all times during the

term of this Agreement will, operate their business and websites, including

without limitation the Riize Health’s website and the Affiliate’s websites, in

strict compliance: (i) with all laws and regulations applicable to their

business to the highest legal and ethical standards; and (ii) with all of the

rules and regulations issued from time to time by governments, legal entities,

credit card organizations and others.

5.13  The Affiliate states that the websites he

promotes does not contain any content which depicts or involves (i) child

pornography, (ii) any photographs or performances of a sexual nature depicting

persons who are less than eighteen (or twenty-one in places where eighteen is

not the age of majority) at the time that they render their performances, (iii)

use the terms “pre-teen”, “lolita”, “pedo” or “peda” or any term with the same

connotation, (iv) any matter that can be freely accessed and viewed by persons

under the age of eighteen (or twenty-one in places where eighteen is not the

age of majority) and which would constitute harmful matter or an indecent

communication if accessed or viewed by such persons, or (v) leaked content or

content which infringes, misappropriates or otherwise violates any copyright,

patent, trademark, trade secret or other similar intellectual property right,

or otherwise violates or breaches any duty toward, or rights of, any person or

entity including, without limitation, rights of privacy and publicity. The

Affiliate shall not target any person who is under the legal age, nor target

any restricted jurisdictions where the products offered and the promotion

thereof are illegal. The Affiliate shall not produce or promote any message or

communication of any kind which is harmful, violent, threatening, abusive or

hateful.

6. confidentiality

6.1  Each party shall hold in confidence all

confidential information obtained from the other party. Neither party shall

disclose any information not of a public nature concerning the business or

properties of the other party which it learns as a result of negotiating or

implementing this Agreement, this includes individual payout amounts. For

purposes of clarity all communications between our staff and you are considered

confidential information and are to be held in confidence.

6.2  The obligations of this Section, shall not apply

to any information:

           6.2.1  which

is generally known to the trade or to the public at the time of such

disclosure; or

       6.2.2  which becomes

generally known to the trade or the public subsequent to the time of such

disclosure; provided, however, that such general knowledge is not the result of

a disclosure in violation of this Section; or

        6.2.3  which is obtained by

a Party from a source other than the other party, without breach of this

Agreement or any other obligation of confidentiality or secrecy owed to such

other party or any other person or entity; or

        6.2.4  which is

independently conceived and developed by the disclosing party and proven by the

disclosing party through tangible evidence not to have been developed as a

result of a disclosure of information to the disclosing party, or any other

person or organization which has entered into a confidential arrangement with

the non-disclosing party.

6.3  A party may disclose Confidential Information

received from the other party: to its officers, employees, professional

advisers, parent or subsidiary companies, or agents as may be reasonably

necessary for the purpose of fulfilling its obligations under this Agreement

or, in the case of professional advisors, for use in their professional

capacity, provided that before any such disclosure that party shall make such

officers, employees, professional advisers, parent or subsidiary companies, or

agents aware of its obligations of confidentiality under this Agreement and

shall at all times procure compliance by those persons with them; or where such

disclosure is required or requested by any law, court order or competent

regulatory authority, including but not limited to any law enforcement agency

in all jurisdictions. The above-mentioned discloser will not constitute a

breach of this Agreement.

7. Accuracy and Availability of Information

The Site contains database information and other content

compiled by Riize Health. While we use commercially reasonable efforts to

provide accurate information, Riize Health gives no warranty as to the accuracy

of the database and other content on the Site. We reserve the right to withdraw

or delete information or content from the Site at any time. All content,

software and other services provided at or found within this Site by Riize

Health and third parties are provided “as is” and with “all faults”, without

warranties of any kind, and we hereby disclaim all warranties, express,

implied, or statutory, including without limitation any implied warranties of

merchantability, fitness for a particular purpose, title and non-infringement.

Specifically, but without limiting the generality of the foregoing, Riize

Health does not make any warranties regarding the following: (a) Availability

of the site at any particular time; (b) Accuracy of the content or how current

any content that is found on the site is; (c) Transmissions To, From or Within

the site; (d) Functionality; (e) Lack of viruses; (f) Compliance of the

software, services and content provided under this agreement with Canadian,

Federal or Provincial or international laws; or (g) that the software, content

or services contained in the site will meet any particular criteria of

performance or quality. Furthermore, you are responsible for the correct

spelling of your trackers. We cannot be held liable for any trackers with an

incorrect affiliate identification number. Once a tracker is entered, it cannot

be reassigned to another affiliate number. We will have no obligation to pay

you a commission if you fail to properly indicate your affiliate identification

number, including to the extent that such failure may result in any reduction

of commission amounts that would otherwise be paid to you under this Agreement.

Where use of e-mail marketing is authorized by Riize Health the following

Affiliate E-Mail Code of Conduct shall apply.

8. Affiliate E-mail Code of Conduct

Affiliate E-mails may only be delivered to permission-based

e-mail addresses which have been/shall be obtained/maintained in conformity

with all applicable laws, rules and regulations. Affiliates must possess the

consent of the recipient in order to send commercial email. “Consent” shall

mean affirmative consent or consent granted through a posted privacy policy on

the collection URL notifying the recipient of the use of his/her e-mail address

for commercial marketing and the recipient has not withdrawn permission to send

commercial e-mail marketing. Affiliate shall maintain records evidencing such

consent for not less than three (3) years from the last date such consent was

relied upon, including: (a) the recipient’s opt-in date/time; (b) the

registration source; (c) the recipient’s first and last name; (d) the

recipient’s mailing address (if collected); (e) the recipient’s e-mail address;

(f) the posted privacy policy of the source website at the time recipient’s

data was collected (if collected); (g) the recipient’s IP address; and (h) any

other information collected. Any and all Affiliate E-mails, e-mail based

Creatives transmitted, as well as any and all e-mail addresses supplied by

Affiliate: (a) shall comply with all applicable international, federal and

state laws including, but not limited to, CAN-SPAM, CASL, California Business

& Professions Code § 17529 and any and all Commission implementing

regulations; (b) must not infringe, misappropriate or otherwise violate any

copyright, patent, trademark, trade secret or other similar intellectual

property right, or otherwise violate or breach any duty toward, or rights of,

any person or entity including, without limitation, rights of privacy and

publicity; (c) must not result in any consumer fraud, product liability or

breach of contract to which Affiliate is a party or cause injury to any third

party; and (d) must have accurate e-mail header information (including source,

destination, date and time, and routing information) and accurate,

non-misleading subject lines and from lines. Without limiting the foregoing,

emails must not use a generic From line or a domain name that is privacy

protected, unregistered, falsely registered, or which does not enable a

recipient to contact the sender by performing a WHOIS look-up. Affiliate shall

cause a valid physical postal address for Affiliate and/or the applicable

Advertiser, as required by applicable law, to appear in each e-mail creatives,

along with a functioning unsubscribe link (such unsubscribe link must remain active

for at least thirty (30) days after e-mail delivery). Moreover, Affiliate must

have active filters in place to prevent communications from being sent to any

entity or person to which it is not allowed to do so according to applicable

legislation, which may include, at a minimum: (a) email filters (i.e. rejection

of email addresses with specific extensions); (b) zip code filters (rejection

of specific zip codes); (c) area code filters (rejection of specific area

codes); and (d) IP filters (rejection of specific IP addresses). Riize Health

reserves the right to add such address(es) should Affiliate fail to include

same, but Riize Health is in no way responsible for including such address(es)

where Affiliate fails to do so. In addition, Riize Health may make available,

at a Riize Health-designated FTP site (“FTP Site”), a suppression list (and

associated login information), updated on a regular basis, generated from

e-mail Programs transmitted by and/or through the Riize Health Network for

Affiliate’s use in connection with applicable Programs. Affiliate shall upload

its own list of suppressed e-mail addresses to the FTP Site, if one is provided

by Riize Health. If the FTP Site is provided by Riize Health, and no such

e-mail addresses are supplied by Affiliate, Riize Health may conclude that no

such addresses exist. The suppression list and login provided by Riize Health

are deemed to be Confidential Information of Riize Health, as defined herein.

Suppression lists may not be used by Affiliate for any purpose other than to

comply with applicable laws regulating the e-mail transmissions. Affiliate

agrees to process any unsubscribe requests within five (5) days of being posted

at the FTP Site. 

All Affiliate E-mails sent under the Agreement shall be

delivered to addresses on e-mail lists owned or managed solely by Affiliate

(“Affiliate E-mail Lists”). Brokering third-party deals to deliver Creatives

without disclosing such to Riize Health is strictly prohibited and grounds for

immediate termination, as well as other legal remedies. Affiliate is required

and agrees to maintain at all times during the term of the Agreement, and for a

period of at least three (3) years thereafter, complete and accurate subscriber

sign-up/registration data for every subscriber to Affiliate’s Email List(s).

Affiliate agrees that, within twenty-four (24) hours of Riize Health’s request,

it shall provide, at a minimum, the following subscriber sign-up/registration

data for any e-mail address that Affiliate sends an Affiliate E-mail to: (a)

the subscriber’s opt-in date/time; (b) the subscription source; (c) the

subscriber’s first and last name; (d) the subscriber’s mailing address (if

collected); (e) the subscriber’s e-mail address used to sign-up/register for

Affiliate’s Email List; (f) the posted privacy policy of the source website at

the time subscriber’s data was collected (if collected); (g) the subscriber’s

IP address; and (h) any other information collected.

9. Consent to Electronic Notices and other Communications

You agree that all of your transactions relating to the Site

may, at our option, be conducted electronically, including any that we are

otherwise required to provide in “writing”. For example, we may send you

notices via postings on the Site or via email to any email address that you

provide to us during registration as a Site member. If you do not wish to deal

with us electronically, you should not use the Site or enter into this

Agreement. Notice will be deemed given 24 hours after the email is sent, unless

(for email) we are notified that the email address is invalid. Alternatively,

we may give you notice by mail to the address provided during registration. You

agree to receiving offers and promotions from us and third parties doing

business with us by e-mails.

10. Canadian Sales Taxes

If you have provided us with an address outside Canada, we

are assuming that you are not a resident of Canada and that you do not have a

permanent establishment in Canada, as both of these terms are defined in the

Excise Tax Act, and accordingly, no Goods and Services Tax (“GST”) and no

Quebec Sales Tax (“QST”) will apply to any charge made under this Agreement.

Additionally, if you are an individual, we are assuming that you are

communicating with us from outside Canada. Should our assumptions be inaccurate

or should they eventually become inaccurate while you are bound by this

Agreement, you have the obligation to immediately inform us.

Address in Canada / Outside Quebec

If you have provided us with an address in Canada outside

the Province of Québec, we are assuming that you are not a resident of Québec

and that you do not have a permanent establishment in Québec, as both of these

terms are defined in the Act Respecting the Québec Sales Tax, and accordingly,

only GST will apply to any charge made under this Program. If any earnings are

made as an affiliate and you are registered for the GST, you will need to

invoice us for the applicable taxes. Additionally, if you are an individual, we

are assuming that you are communicating with us from outside the Province of

Québec. Should our assumptions be inaccurate or should they eventually become

inaccurate while you are bound by this Agreement, you have the obligation to

immediately inform us.

Address in Canada / In Québec

If you have provided us with an address in Canada and in the

Province of Québec, GST and QST will apply to any charge made under this

Agreement. If any earnings are made as an affiliate and you are registered for

the GST and QST, you will need to invoice us for the applicable taxes.

11. Limitation of Damages

Riize Health, and our entities, their parent companies,

subsidiaries, directors, officers, employees, agents, designees, contracting

parties, affiliates,, successors and assigns shall in no event be liable for

exemplary, consequential, special, punitive or similar damages, including

without limitation, any damages resulting from loss of use, loss of business,

loss of revenue, loss of profits, or loss of data arising in connection with

this agreement even if we have been advised of the possibility of such damages.

further, Riize Health and our entities, their parent companies, subsidiaries,

directors, officers, employees, agents, designees, contractors, affiliates,

successors and assigns’ aggregate liability arising with respect to this

agreement will not exceed the aggregate amount paid to you during the past six

(6) months. the foregoing limitation of liability shall apply regardless

whether based upon breach of contract, negligence, tort, violation of 18 usc

section 2257 et seq., errors and omissions, copyright, trademark, patent, or any

other claim or cause of action under which such damages are sought.

12. Indemnity

You agree to indemnify and hold us harmless, and pay our

attorney’s fees and costs, if we become liable for or incur any damages in

connection with your breach of this Agreement. You may not settle any dispute

without our prior consent, which may only be given in a non-electronic writing

signed by an authorized representative of Riize Health.

13. Applicable law and Disputes

This Agreement is governed by the laws of the province of

Quebec, without regard to principles of conflict of laws. To the extent you

have in any manner breached this Agreement or violated or threatened to violate

Riize Health or third party’s intellectual property rights, Riize Health and

said third party may seek injunctive or other appropriate relief in any

provincial or federal court in the province of Quebec, judicial district of

Quebec. The Parties agree to submit to the exclusive jurisdiction of the courts

located in the judicial district of Quebec, in the province of Quebec, Canada

in any action, suit or proceeding related to or in connection with this

Agreement.

14. Amendments

Riize Health may change the provisions of this Agreement.

When Riize Health changes the terms of this Agreement, Riize Health will notify

you by email or by online postings on this Site. You agree to be bound by the

changes when you first subscribe to the Site. If you do not agree to be bound

by the changes, you should not use the Site again and you should cancel your

account. Even if you have not clicked on the “I Agree” button or checked the “I

agree” box when subscribing, if you use the Site after you have been notified

of a change to this Agreement, you are agreeing to be bound by that change.

15. Force Majeure

Neither party shall be held responsible for delay or failure

in performance hereunder caused by acts of God (or natural disasters),

terrorism, strikes, embargoes, fires, war, or other causes beyond the affected

party’s reasonable control.

16. Termination

Riize Health may terminate your subscription and/or access,

or suspend access to all or part of the Site, without notice, for any conduct

that Riize Health, in its sole discretion, believes is in violation of this

Agreement, any applicable law, or any act which is harmful to the interests of

another user, service provider, third party or Riize Health. Either party may

terminate this Agreement at any time, by giving the other party seven (7) days

prior written notice of termination. Notice by e-mail is considered sufficient

notice to terminate this Agreement. Upon termination, any and all licenses provided

to you under this Agreement shall immediately cease.

 17. General

This Agreement (including all documents incorporated by

reference) is the entire agreement between the parties for its subject matter

and supersedes all prior and contemporaneous communications between the

parties. No term of this Agreement may be waived unless it is by Riize Health

in a signed (by an authorized representative of Riize Health), non-electronic

writing express waiver. If any provision of this Agreement is held to be

unenforceable under applicable law, such provision shall be excluded from this

Agreement, and the balance of this Agreement shall be interpreted as if such

provision was so excluded and shall be enforceable in accordance with its

modified terms. No failure on our part to act with respect to a breach by you

or others does not waive our right to act with respect to subsequent or similar

breaches. You agree that no joint venture, partnership, employment or agency

relationship exists between you and Riize Health, third parties doing business

with Riize Health or its affiliates as a result of this Agreement or your use

of the Site.