This Brand Ambassador Agreement (“Agreement”) sets forth the terms and conditions between Treble Health, Inc. (“Treble Health,” “we,” “us,” or “our”), and the individual accepting this Agreement (“Ambassador,” “you,” or “your”). This Agreement governs the Ambassador’s participation in the Treble Health Brand Ambassador Program.

By clicking a box indicating your acceptance, or otherwise indicating your assent to this Agreement, you: (1) agree to this Agreement on behalf of the individual you represent; and (2) represent that you have the authority to bind that individual to this Agreement. If you do not agree with these terms, you must not accept this Agreement.

1. BRAND AMBASSADOR SERVICES

1.1 Eligibility. The Brand Ambassador Program is available to current and former patients of Treble Health who are in good standing. To avoid any doubt or appearance that compensation under this Agreement constitutes a kickback or improper inducement for patient referrals, licensed healthcare professionals, including but not limited to physicians, audiologists, nurses, nurse practitioners, physician assistants, and other allied health professionals, are expressly prohibited from participating in the Brand Ambassador Program. If Treble Health determines that an Ambassador is a licensed healthcare professional, this Agreement will be terminated immediately and any unpaid compensation will be forfeited.

1.2 Term. This Agreement shall commence on the date you accept these terms (the “Effective Date”) and continue until terminated by either party. Either party may terminate this Agreement at any time, for any reason, by providing thirty (30) days’ written notice to the other party. The Agreement will remain in effect during the notice period unless Treble Health terminates immediately due to a breach of this Agreement.

1.3 Ambassador Services. Throughout the Term, Ambassador may refer friends, family members, and others to Treble Health using a unique referral link or code provided by Treble Health. Ambassador agrees to conduct all referral activities honestly, in good faith, and in accordance with this Agreement.

1.4 Intellectual Property. During the Term, Treble Health grants to Ambassador a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use Treble Health’s name solely as necessary to perform referral activities and in accordance with any brand guidelines provided by Treble Health.

2. COMPENSATION

2.1 Fees. In consideration for Qualifying Referrals made by Ambassador, Treble Health shall compensate Ambassador One Hundred Dollars ($100.00) per Qualifying Referral. Each referred individual will also receive a One Hundred Dollar ($100.00) discount on their Treble Health treatment program, applied at the time of purchase.

A “Qualifying Referral” means a referred individual who (a) was not previously a patient of Treble Health, (b) used Ambassador’s unique referral link or code, and (c) purchases a Treble Health treatment program within ninety (90) days of their initial consultation.

The form of compensation (e.g., direct payment, gift card, or other method) will be determined by Treble Health and communicated to Ambassador at the time of enrollment or reward fulfillment. There is no limit on the number of Qualifying Referrals Ambassador may make or the total compensation Ambassador may earn under this Agreement. Treble Health may, at its sole discretion, offer promotional incentives that temporarily modify the compensation amounts described above. Any such promotions will be communicated separately and are subject to the terms and conditions of this Agreement.

2.2 Fair Market Value. The parties acknowledge and agree that the compensation set forth herein has been negotiated at arm’s length and represents the fair market value for the services provided. The compensation is not determined in a manner that takes into account the volume or value of any referrals or business otherwise generated between the parties.

2.3 Payment Terms. Treble Health shall process Ambassador Rewards within thirty (30) days following the referred individual’s purchase of a treatment program. Ambassador is responsible for all taxes associated with the receipt of compensation. If Ambassador’s total annual compensation under this Agreement equals or exceeds $600.00, Treble Health may require Ambassador to complete a Form W-9 and will issue a Form 1099 as required by law.

2.4 Clawback. If a referred individual returns their treatment program and receives a refund from Treble Health, the corresponding Ambassador Reward will be clawed back. Ambassador agrees to promptly return any such amount upon request. Treble Health reserves the right to offset the clawback amount against any future Ambassador Rewards owed to Ambassador.

3. COMPLIANCE & REPRESENTATIONS

3.1 Ambassador Representations & Warranties. Ambassador represents and warrants that:

• (a) No Conflicts: The terms of this Agreement do not conflict with any other agreement to which Ambassador is bound.
• (b) Compliance with Laws: Ambassador shall comply with all applicable federal, state, and local laws, rules, and regulations in performing referral activities, including but not limited to:
  • • (i) The Federal Trade Commission’s Endorsement Guides, requiring clear and conspicuous disclosure of any material connection to Treble Health (e.g., “I am a Treble Health brand ambassador and may receive a reward if you use my link”).
    • (ii) All applicable data privacy and security laws, including the Health Insurance Portability and Accountability Act (“HIPAA”), if applicable.
• (c) No Fraudulent Activity: Ambassador shall not engage in any fraudulent, deceptive, or misleading practices, including but not limited to artificially inflating referrals, referring individuals who have no genuine interest in Treble Health’s services, or any scheme designed to inflate the compensation owed to Ambassador.
• (d) No Misrepresentations: Ambassador shall not make any representations, warranties, or guarantees on behalf of Treble Health or regarding its services, treatment outcomes, or pricing, except as expressly authorized by Treble Health in writing.
• (e) No Unsolicited Bulk Communications: Ambassador shall not send unsolicited bulk emails, text messages, or direct messages promoting their referral link.
• (f) No Paid Advertising: Ambassador shall not use paid advertising (such as Google Ads, Facebook Ads, or similar) to promote their referral link without Treble Health’s prior written consent.

4. CONFIDENTIALITY

4.1 Confidential Information. Treble Health may from time to time disclose to Ambassador certain non-public information regarding its business, technology, or operations (“Confidential Information”). Ambassador agrees to use Treble Health’s Confidential Information solely for the purpose of performing referral activities under this Agreement and will not disclose such Confidential Information to any third party without Treble Health’s prior written consent. Ambassador shall not share Protected Health Information (“PHI”) of any individual in connection with referral activities. Referrals should be made by sharing the referral link or code only.

5. INDEMNIFICATION & LIMITATION OF LIABILITY

5.1 Indemnification. Ambassador agrees to indemnify, defend, and hold harmless Treble Health, its officers, directors, employees, and agents, from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with: (a) Ambassador’s breach of any representation, warranty, or covenant in this Agreement; (b) Ambassador’s referral activities; or (c) any negligence or willful misconduct by Ambassador.

5.2 Limitation of Liability. EXCEPT FOR A BREACH OF SECTION 4 (CONFIDENTIALITY) OR THE INDEMNIFICATION OBLIGATIONS IN SECTION 5.1, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY TREBLE HEALTH TO AMBASSADOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. GENERAL PROVISIONS

6.1 Independent Contractor. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Ambassador is not entitled to any employee benefits from Treble Health.

6.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

6.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral.

6.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

6.5 Amendment. Treble Health reserves the right to modify the terms of this Agreement or the Brand Ambassador Program at any time. We will notify you of material changes in writing. Your continued participation in the program following notice of changes constitutes acceptance of the modified terms.

6.6 Assignment. Ambassador may not assign or transfer this Agreement or any rights hereunder without Treble Health’s prior written consent. Treble Health may assign this Agreement without restriction.

7. ONLINE COMMUNITY CONDUCT

7.1 Community Standards. If Ambassador shares their referral link or promotes Treble Health in online forums, message boards, social media groups, Reddit, tinnitus support communities, or similar platforms, Ambassador agrees to:

• (a) Follow all rules, guidelines, and terms of service of those platforms and communities.
• (b) Be respectful of those communities and their members. Do not spam, post excessively, or engage in any behavior that would be disruptive or unwelcome.
• (c) Disclose the Ambassador relationship with Treble Health when sharing a referral link or recommending Treble Health’s services.
• (d) Never misrepresent personal experience or fabricate testimonials. Recommendations should reflect Ambassador’s genuine, personal experience with Treble Health.