Halftime Health Affiliate Agreement

Summary of key terms (not part of the Agreement)

Term	Position
Who the affiliate is	An independent contractor who creates content or refers people from a personal network
What is paid for	A new paying Halftime membership. Nothing else
Fee	$100 per Qualified Member, the same for every plan
When earned	When the member's second monthly membership payment clears
Team bonus	$20 per Qualified Member referred by affiliates you personally invited. One level only
New member offer	$25 off the first month with your code
Attribution	Code beats link. Otherwise the last affiliate link clicked within 30 days. New members only
Payment	ACH on the 1st and 15th. $50 minimum. W-9 and bank details required first
Never paid for	Prescriptions, treatments, lab orders, or anything a clinician decides
Who cannot join	Licensed healthcare providers, anyone owned or controlled by one, Halftime partners, under-18s, people outside the US
Ending it	Either side, any time, with written notice

1. Parties and acceptance

1.1 This Agreement is between Halftime Health LLC, a Delaware limited liability company ("Halftime", "we"), and the individual or entity named in the affiliate application ("you", the "Affiliate").

1.2 You accept this Agreement by signing it electronically in the affiliate portal at affiliates.halftime.health (the "Portal"). It starts on the date we approve your application and activate your account (the "Start Date").

1.3 Your electronic signature has the same effect as a handwritten one. You agree to receive this Agreement, notices, statements and tax forms electronically. We do not mail paperwork.

1.4 In this Agreement, "Affiliate" means you. It does not mean the "Clinical Affiliate" (the provider practice) named in Halftime's Terms of Service, and it does not mean any company related to Halftime.

2. Definitions

Affiliate Code means the unique code we issue to you. Affiliate Link means any tracking link we issue to you.

Membership means a paid monthly Halftime membership (currently Essentials, Optimizer or Elite). A Membership covers access to the Halftime app and marketplace, coordination of clinician reviews, and coordination of the blood testing included in the member's plan. It does not include any medication, treatment, protocol, laboratory test bought separately, marketplace product, or shipping.

New Member means a person who has never held a Membership, or whose last Membership ended more than 12 months before they rejoin.

Qualified Member means a New Member who (a) joins using your Affiliate Code, or, if no code was used, whose last click on any affiliate link in the 30 days before joining was on your Affiliate Link; (b) pays for a Membership directly with Halftime, not through an employer, partner or other channel; (c) has made Membership payments for two different monthly billing periods, without cancelling the Membership between them, and neither payment has been refunded, reversed or charged back; and (d) is not an Excluded Person. Pausing a Membership is not cancelling it.

Excluded Person means you, anyone you pay or reward for joining, and anyone who joins using false details.

Team Affiliate means an approved affiliate who named you in their application as the person who invited them, and whom we have recorded as such.

Content Guidelines means the Halftime Affiliate Content Guidelines, as updated, published in the Portal. They are part of this Agreement.

3. Your role

3.1 We appoint you, on a non-exclusive basis, to promote Halftime Memberships to adults in the United States using your Affiliate Code and Affiliate Links.

3.2 You are an independent contractor. You are not an employee, agent, partner or representative of Halftime. You cannot bind Halftime or make any statement on its behalf. You decide how, when and where you work, within this Agreement.

3.3 You are responsible for your own costs, equipment, insurance and taxes.

3.4 Nothing here stops you promoting other companies, or stops us appointing other affiliates.

4. Fees

4.1 Referral fee. We will pay you the fee set out in Exhibit A for each Qualified Member.

4.2 Team bonus. We will pay you the team bonus in Exhibit A for each Qualified Member referred by a Team Affiliate, if you meet the activity requirement in Exhibit A when that Qualified Member qualifies. The team bonus is paid by Halftime and does not reduce the Team Affiliate's fee.

4.3 One level only. You earn a team bonus only on affiliates you personally invited. You earn nothing on affiliates invited by your Team Affiliates.

4.4 No payment for recruiting. No fee, bonus or reward of any kind is paid for inviting or signing up an affiliate. All payments arise only from Qualified Members.

4.5 No cost to join. We will never charge you a fee to join or stay in the program, or require you to buy a Membership, product, kit or training.

4.6 When a fee is earned. A fee is earned on the date the payment for the Qualified Member's second monthly billing period clears. Monthly billing starts only after a clinician has reviewed the member, so this date varies from member to member. Until then nothing is owed.

4.7 One fee per member. Only one referral fee and at most one team bonus is payable for any member. Our attribution records decide who is credited. We will correct clear errors you report within 60 days.

4.8 Promotions. We may offer time-limited bonuses. Their terms will be published in the Portal and form part of Exhibit A while they run.

5. What you are not paid for (healthcare compliance)

5.1 Your fee is paid for marketing a Membership, as defined in Section 2.

5.2 Your fee is the same for every Membership plan. It does not depend on, and will never vary with: whether a member is prescribed anything; what is prescribed; the number, type, value or cost of any medication, treatment, laboratory test or other healthcare item or service a member receives; or how much a member spends beyond the Membership.

5.3 All clinical decisions are made by independent licensed clinicians using their own judgment. Halftime will not tell any clinician who referred a member. You must not contact, influence or attempt to influence any clinician or pharmacy.

5.4 You must never state or suggest that a person will receive a prescription, a particular medication or a particular result by joining.

5.5 State rules. No state is turned off at the start of the program. If we decide that the fee in Exhibit A should not be paid for members in a particular state, we may, on notice in the Portal, stop paying per-member fees for members who live in that state. Fees already earned are not affected.

5.6 If any law or regulator requires it, we may change or end this program at once. We will pay fees earned before that date unless the law prevents it.

6. Eligibility

6.1 You confirm that, and will tell us at once if it stops being true:

(a) you are at least 18 and live in the United States;

(b) you are not a physician, nurse practitioner, physician assistant, pharmacist or other licensed healthcare provider, and you are not owned or controlled by one;

(c) you do not own or work for a clinic, pharmacy or laboratory that could refer patients to, or receive referrals from, Halftime or its clinicians;

(d) you are not a Halftime partner under a Halftime Partner Agreement, or an employee or contractor of Halftime;

(e) you have not been excluded from any federal or state healthcare program;

(f) everything in your application is true.

6.2 If you are a Halftime member yourself, this Agreement does not change your Membership, and your Membership gives you no right to a fee.

7. Content and conduct

7.1 You will follow the Content Guidelines and all laws that apply to your content, including the Federal Trade Commission's rules on endorsements, the CAN-SPAM Act and the Telephone Consumer Protection Act.

7.2 Disclosure. Every piece of content that mentions Halftime must clearly and conspicuously disclose that you earn a commission, as the Content Guidelines describe.

7.3 Claims. You will make only the statements about Halftime that the Content Guidelines or our approved materials allow. You will not make health claims, give medical advice, name medications, share health results, or use before-and-after images.

7.4 Pre-approval. For your first 30 days, and during any later period we specify, you will submit content for approval in the Portal before posting and post it only as approved.

7.5 Removal. You will correct or remove any content within 24 hours of our request.

7.6 Activity. If you publish nothing and refer no one for 90 days, we may pause your account and email you to ask whether you want to continue or whether we should close the account.

7.7 Prohibited conduct. You will not: refer yourself or an Excluded Person; create fake or duplicate sign-ups; pay or reward anyone to join; run paid advertising mentioning Halftime without our written approval; bid on "Halftime" or confusingly similar terms; post your code on coupon, cashback or deal sites; send bulk unsolicited messages; pretend to be Halftime, its staff or a clinician; register domains, handles or accounts using the Halftime name; use AI-generated people, reviews or results; or direct content at anyone under 18.

7.8 Earnings statements. When inviting other affiliates you may state the fees in Exhibit A. You will not state or imply what you or anyone else earns or may earn, or show payout records.

7.9 Monitoring. We may review your public content at any time. You will give us the handles of every account you use to promote Halftime and keep the list current.

8. Payment

8.1 Payout dates. We pay earned fees on the 1st and 15th of each month, or the next banking day, by ACH to the US bank account you give us in the Portal.

8.2 Minimum. We pay when your earned balance is $50 or more. Smaller balances carry forward.

8.3 Before you can be paid. You complete Form W-9 on screen during onboarding. We keep that form on file. You also give bank details in the Portal and authorize us to credit your account. We do not mail paperwork. We hold earned fees, without interest, until the W-9 and bank details are complete. If you have not completed both within 12 months of a fee being earned, that fee is cancelled and Halftime keeps it.

8.4 ACH authorization. You authorize Halftime to send credit entries to the account you provide, and to send debit entries only to correct a credit sent in error. You are responsible for the accuracy of your bank details. If a payment fails because your details are wrong, we will try again once you correct them.

8.5 Reversals. If a Qualified Member's first or second Membership payment is later refunded, reversed or charged back, in whole or in part, the related fee and any team bonus are cancelled in full. If we have already paid them, we will deduct the amount from your later payouts.

8.6 Holds. We may hold a fee for up to 60 days while we review it. We hold a fee if (a) we suspect fraud or a breach of Section 7, or (b) the member's address matches yours, or matches the address of another member credited to you. We pay the fee if we are satisfied the member joined independently and no breach occurred. If we confirm fraud or a breach, the affected fees are not payable.

8.7 Statements. Each payout comes with a statement. To protect member privacy, statements identify referrals by a reference number and date only. You must raise any dispute within 60 days of the statement.

8.8 Taxes. You are responsible for all taxes on your fees. We issue Form 1099-NEC electronically where the law requires it. We do not mail tax forms. If you do not give us a valid taxpayer identification number on the on-screen W-9, we will hold payment or apply backup withholding as the law requires.

9. Member privacy

9.1 We will never give you the name, contact details or health information of any member or applicant, and you must not ask for them.

9.2 If someone tells you they joined, or shares health information with you, you must not publish or pass on that information, and you must not send it to Halftime.

9.3 You are not a business associate of Halftime or its clinicians and will receive no protected health information under this Agreement.

10. Brand and materials

10.1 We grant you a limited, non-exclusive, non-transferable, revocable license to use the Halftime name, logos and approved materials from the Portal, unaltered, only to promote Memberships under this Agreement.

10.2 All goodwill from that use belongs to Halftime. The license ends when this Agreement ends.

10.3 You grant us a non-exclusive, royalty-free license to share, repost and quote content you publish about Halftime, with credit to you, during this Agreement and for 12 months after. We will ask before using your content in paid advertising.

11. Confidentiality

Non-public information in the Portal, including promotions not yet announced and program performance data, is confidential. You will not share it, other than the fees in Exhibit A, which you may state when inviting affiliates.

12. Term and ending the Agreement

12.1 This Agreement continues until either side ends it.

12.2 Either side may end it at any time, for any reason, by written notice, including email or a Portal message.

12.3 We may suspend your account at once, without notice, if we reasonably suspect a breach of Section 5, 6 or 7.

12.4 Strikes. For breaches of the Content Guidelines we will normally apply the three-step process they describe (warning, pause, removal). Serious breaches listed there may lead to removal at once.

12.5 After it ends. Your code and links stop working. We will pay fees earned before the end date on the normal schedule, subject to Section 8. If we end the Agreement because of fraud or a serious breach, unpaid fees connected with that breach are forfeited. No fees are earned after the end date. Team bonuses stop on the end date.

12.6 Sections 5.3, 8.5 to 8.8, 9, 11, 13, 14 and 15 continue after the end.

13. Responsibility and liability

13.1 You are responsible for your content and conduct. You will cover Halftime's losses, including reasonable legal fees, from any third-party claim or regulatory action caused by your breach of this Agreement, your content, or your breach of law.

13.2 The program is provided as is. We do not promise any level of earnings, that tracking will be error-free, or that the program will continue.

13.3 To the extent the law allows, neither side is liable for indirect or consequential losses, and Halftime's total liability under this Agreement is limited to the fees paid and payable to you in the 12 months before the claim.

14. Changes

14.1 We may change this Agreement, Exhibit A or the Content Guidelines by posting the new version in the Portal and emailing you. Changes to fees apply only to members who join at least 14 days after the notice. Other changes apply from the date stated, which will be at least 14 days after the notice unless the law or a regulator requires sooner.

14.2 If you do not accept a change, you may end this Agreement. Continuing to use your code or link after the change date means you accept it.

15. General

15.1 Governing law and venue. Delaware law governs this Agreement, without regard to conflict-of-laws rules. You and Halftime agree to binding individual arbitration seated in Wilmington, Delaware. The state and federal courts in New Castle County, Delaware decide anything that arbitration does not cover.

15.2 Transfer. You may not transfer this Agreement. We may transfer it to a company under common control with Halftime, or to a buyer of the business.

15.3 Whole agreement. This Agreement, Exhibit A and the Content Guidelines are the whole agreement about the affiliate program. If they conflict, this Agreement comes first, then Exhibit A, then the Content Guidelines. Any summary, call or marketing material about the program is for information only.

15.4 Severability. If part of this Agreement cannot be enforced, the rest stays in force.

15.5 Notices. We send notices to the email in your Portal profile. Send notices to us through the Portal or to affiliates@halftime.health.

Exhibit A: Fee schedule

Effective from the program launch date until replaced under Section 14.

Item	Amount	Conditions
Referral fee	$100 per Qualified Member	Earned when the payment for the second monthly billing period clears. Same amount for every Membership plan. If we agree a different referral fee with you in writing, that fee replaces this one for members who join while it applies. We may change the standard fee under clause 14.
Team bonus	$20 per Qualified Member referred by a Team Affiliate	You must have referred at least 5 Qualified Members of your own in the 90 days before the date it is earned. One level only.
New member offer	$25 off the first month	Applied when a New Member joins with your Affiliate Code. Funded by Halftime. Cannot be combined with other offers unless the Portal says so
Attribution window	30 days	Code beats link. Otherwise last affiliate link clicked
Payout dates	1st and 15th of each month	Next banking day if a weekend or bank holiday
Minimum payout	$50	Balance carries forward
Payment method	ACH to a US bank account	W-9 information and bank details required first

The fee is not paid on, and does not vary with, any medication, treatment, protocol, laboratory test, marketplace purchase or other spend by a member.

Exhibit B: Content Guidelines

The Halftime Affiliate Content Guidelines, current version in the Portal. First version: 2026-09-19_Marketing_Affiliate-Content-Guidelines.