ZQuiet

ZQuiet

Program Terms

ZQuiet.com (hereinafter referred to as “The Company”) Affiliate Agreement

This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the Affiliate Program of The Company, and the establishment of links from your affiliate website to our website www.ZQuiet.com.

Definitions

Customer: The user sent to The Company site via affiliate link

Affiliate / You: The publisher advertising links/promotions of The Company

1. Enrollment in the Affiliate Program
First, you need to submit a complete Affiliate Program Application. We will evaluate your application and will notify you of your acceptance or rejection in 2 to 3 business days. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Affiliate Program for any reason.
If we reject your application, you are welcome to reapply to the Affiliate Program at any time.

2. Prohibited Sites/Verbiage
- Sites that promote sexually explicit material or violence.
- Sites that promote discrimination based on race, sex, religion, national origin, or physical disability.
- Sites that promote illegal activities.
- Sites or verbiage making medical claims in regards to our products/services (ie. the curing or recession of an ailment)

3. Spam
Affiliate agrees to not utilize SPAM in promoting The Company. This action will result in the immediate termination of Affiliate account with a cancellation of any pending commissions. Affiliate will also be in violation of The Company’s Affiliate Agreement and subject to legal action and be held liable for any financial loss incurred by The Company. Any service interruptions to The Company’s website as a result of Affiliates spamming will be billed to Affiliate at 500 U.S. dollars per hour until service is restored.
For the purpose of this agreement SPAM is defined as emailing ANYONE, in bulk or by single mailing, about The Company, who has not specifically requested the information directly from Affiliate. Affiliates may NOT promote on social media.

The ONLY exceptions to this are:

- Mailing to APPROPRIATE OPT-IN mailing lists where the source does the mailing on Affiliate's behalf. However, use extreme caution when choosing an opt-in mailing list company! Using anything but the most reputable sources could generate spam complaints against Affiliate resulting in suspension or termination.
- You may include information on The Company in email Acknowledgement Messages for orders and inquiries that you receive so long as it is stated upfront that you will be sending them an acknowledgement.
The Company also considers ANY type of advertisement about The Company posted to a Newsgroup or Chat Room to be spam.

4. Promotion of Our Affiliate Relationship
As an Affiliate Site, we will make available to you Links (each of these links sometimes being referred to herein as "Links" or, individually, as a "Link") and banners, which, subject to the terms and conditions hereof, you may display as often and in as many areas on your site as you desire. The Links will serve to identify your site as a member of our Affiliate Network and will establish a link from your site to ours.

Links:
Subject to the terms of clause © below, we will provide you with Links, which will consist of a graphic images or text provided by us (and subject to change from time to time in our sole discretion). These Links will connect your site directly to ours. By utilizing these Links, users of your site will be able to order, directly from us, any product(s) that were described or referenced on your site.

Agreements Regarding Links:
In utilizing Links, you also agree that you will display on your site only those graphic images (indicating a Link) that are provided by us, and you will substitute such images with any new images provided by us from time to time throughout the term of this Agreement. All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. Each Link connecting users of your site to the pertinent area of our site will in no way alter the look, feel or functionality of our site. In addition, we encourage (but do not require) you to include a Link to the home page of our site.

5. PPC Bidding Rules
Bidding on trademark terms, trademark+ keywords and direct linking are all prohibited.

6. Our Responsibilities
We will be responsible for providing all information necessary to allow you to make appropriate Links from your site to our site. We will be solely responsible for processing every order placed by a customer following a special Link from your site, for tracking the volume and amount of sales generated by your site, and for providing information to Affiliate Sites regarding sales statistics. We will be responsible for order entry, payment processing, shipping, cancellations, returns, and related customer service.

The lock date for ZQuiet transactions is 45 days, effective 4/5/17.

7. Other Responsibilities and Opportunities of Affiliate Sites
If you qualify and agree to participate as an Affiliate Site, you shall display Links prominently throughout your site as you see fit and with our consent.

In order to remain in good standing with the affiliate program, affiliates must generate a sale within three (3) months from the first click. Failure to generate a sale within the three months will result in the affiliate’s removal from the program.

Contests and Promotions:
- As an Affiliate Site, you will be entitled to participate and promote on your site any sweepstakes, contests, and special promotions we may offer. In addition, you will be entitled to earn commissions as set forth.
- Only offers and promotional tools provided explicitly by The Company for use on an affiliate site are valid.
- The unauthorized use of promotional offers taken from another website is strictly forbidden and may result in the termination of this agreement.

Compliance with the Agreement:
We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
We will monitor for FTC compliance to ensure disclosures are adequately added. Please ensure compliance by following the guidelines here: affiliatemanager.com/FTC_Compliance.php

8. Reports of Sales
You will be given a user name and password and have the ability to enter a password-protected site to receive your sales statistics on a daily basis.

9. Your Responsibilities
You are solely responsible for ensuring that reviews, descriptions, and articles on your site comply with applicable copyright, FTC disclosure and other laws. You must have express permission to use another party’s copyrighted or other proprietary material. We are not responsible for violations. For additional information on expectations around FTC disclosure please visit affiliatemanager.com/FTC_Compliance.php

10. Policies and Pricing
Customers who buy The Company’s products through the Affiliate Program will be deemed to be customers of The Company. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for our products sold under the Affiliate Program in accordance with our own pricing policies. Our prices and product availability may vary from time to time. Because price changes may affect products that you already have listed on your site, you should update pricing often or not include price information in your product descriptions.

Customers sent to The Company must be the end user of the product/service. If Affiliate is placing order on behalf of the customer, approval of this promotional method must be explicitly provided by The Company.

Orders placed through links not available to the general public may have their commissions voided. This includes, but is not limited to, orders from existing customers via email campaigns.

11. Publicity
You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent, which we agree shall not be unreasonably withheld.

12. Licenses and Use of the The Company’s logos and Trademarks
- WE GRANT YOU A NON-EXCLUSIVE, NON-TRANSFERABLE, REVOCABLE RIGHT TO (i) ACCESS OUR SITE THROUGH THE LINKS IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND (ii) SOLELY IN CONNECTION WITH SUCH LINKS AND UNDER THE CONDITIONS PROVIDED FOR HEREIN, TO USE OUR LOGOS, TRADE NAMES, TRADEMARKS, AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF SELLING PRODUCTS ON YOUR SITE FOR THE COMPANY. YOU MAY NOT ALTER, MODIFY, OR CHANGE THE LICENSED MATERIALS IN ANY WAY WITHOUT WRITTEN PERMISSION. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS WHILE YOU ARE A MEMBER IN GOOD STANDING OF THE AFFILIATES PROGRAM.
- You shall not make any specific use of any Licensed Materials for purposes other than selling products on your site for The Company, without first submitting a sample of such to us and obtaining the prior written consent of The Company’s Affiliate Program Manager, which shall not be unreasonably withheld. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time, by giving you written notice.

13. Promotion through Google Shopping / Product Listing Ads are not allowed unless express permission is provided.

Sleeping Well is committed to complying in all respects with its obligations under the Federal
Food, Drug and Cosmetic Act (FD&CA) and the regulations enacted by the Food and Drug
Administration (“FDA”), including but not limited to marketing and promoting ZQuiet in
compliance with its Indications for Use and FDA regulations. All marketing, promotional, and
advertising materials related to descriptions, claims, or use of the ZQuiet device are considered
“labeling”, and as such must comply with the requirements of 21 CFR 801. To insure that all
labeling of Sleeping Well’s ZQuiet Mouthpiece complies with such laws and the cleared
intended use of the device, Sleeping Well has implemented the following controls.

A Sleeping Well President or Vice President will review all forms of marketing, advertising and
promotional labeling related to product descriptions and claims prior to publication. Approval
will require the signature of the Vice President. Approved changes also will be identified with a
revision control identifier that corresponds to the date of review and approval. A record of
each review will be kept in a permanent log. Only content approved as described above can be
used, printed, published or broadcasted.

All “Approved Vendors” of Sleeping Well must act in strict accordance of the labeling
instructions and guidelines set forth by Sleeping Well, and must not modify language approved
by Sleeping Well without authorization. A Guidance document for approved claims, product
descriptions and required disclaimers related to the ZQuiet device are provided in Attachment
A.

To address and mitigate this risk, the procedures will require designated Sleeping Well
personnel to review the company’s web site, product packaging and other promotional
materials on a regular basis to identify and cause the removal of any unauthorized language
utilized by a third party vendor or otherwise. Such monitoring will take place no less than
once every calendar quarter. The procedures will also provide for steps to take prompt action
against noncompliant vendors, including but not limited to implementing corrective and
protective actions (“CAPA”) as required under 21 CFR §820.100. Vendors will assist in any
problem-solving activities for any CAPA that is initiated by Sleeping Well, and update or revise its policies and procedures as required by the results of such CAPA as appropriate.

Amendment A

Guidance document for Labeling, Marketing, Advertising, and Promotion of the ZQuiet Anti-Snoring Device

Claims Stating or Implying Snoring Cessation:
The Quiet Mouthpiece is an Anti-Snoring and Mandibular Advancement Device with an intended use “for treatment of nighttime snoring in adults.” It is not permissible to use language that states or implies an intended use for the termination or cessation of snoring.

Prohibited language:
cease snoring
cure snoring
eliminate snoring
get rid of snoring

Approved & Suggested Language:
treat snoring
effectively treat snoring
quiet snoring
“kick snoring out of bed”
enjoy quiet restful sleep
reduce snoring
alleviate snoring
solution for restless nights (solution to sleeping on the couch, etc)

Claims Stating or Implying that ZQuiet is Approved or Endorsed by the FDA:
The Quiet Mouthpiece is a Class II medical device that is cleared by the FDA. However, per FDA rules, it is not permissible to promote “FDA Cleared” for marketing purposes or state or imply that the device is Approved. Under certain circumstances “FDA Cleared” may be used in a factual definition or description, but under no circumstances may “FDA Approved” be used in conjunction with the product.

Prohibited language:
-FDA Cleaned )used to imply a benefit, or endorsement”
-FDA approved
-Approved by the FDA

Suggested Language:
-ZQuiet is designated a class II medical device by the FDA
-ZQuiet is a high performance medical device
-ZQuiet is (a medical device) regualte by the FDA
-ZQuiet had to prove not only that the material is safe - but also that the product is effectively achieves its intended purpose.

Disclaimers related to performance claims and intended use:
Examples below can be used in marketing and advertising where appropriate to support
product claims. ZQuiet staff can assist with selection and placement of disclaimers.
-Results may vary (should be used with any performance claims)
-ZQuiet helps with simple snoring and some may still experience snoring due to other conditions.
-ZQuiet address simple snoring
-ZQuiet is not intended to treat sleep apnea or other sleep disorders, for which you should consult your physician.
-Actual ZQuiet customers (used with product testimonials)
-Actual users - not paid actors (used with product testimonials)
-Use only as directed

Prescription Labeling:
ZQuiet is a Class II medical device available by prescription and must be identified as such. The
following should be used in all* printed or visual labeling, marketing and advertising:
-“Rx only” (preferred)
-(or) Caution: Federal law restricts this device to sale by or on the order of a dentist or physician.

*Rx statement can be left out of articles, click adds, Social media posts, or other similar
impractical locations provided that it is located elsewhere on the linked landing page. All
ZQuiet websites and Landing pages will include the required Rx labeling.

Additional Suggested Prescription Language:
-Rx only
-ZQuiet is a high performance medical device, so it is available at the official Quiet website and from select physicians and dentists. Rx only.
-ZQuiet is a high performance medical device intended to treat snoring in adults. Rx only.
-Rx only. Visit the official ZQuiet.com website.