Standwell Client Terms

These Standwell Client Terms (the "Terms") govern each Order Form, Fulfillment Order Form, statement of work, program rule, service description, or other written order document that references these Terms. By signing or accepting an Order Form, the client identified in that Order Form ("Client") agrees to these Terms with Permanent Beta Labs LLC dba Standwell ("Standwell").

1.1 Order documents.

The parties may enter into one or more Order Forms, Fulfillment Order Forms, statements of work, program rules, service descriptions, or similar written order documents that reference these Terms.

1.2 Precedence.

If documents conflict, the following order controls: (a) the applicable Order Form; (b) the applicable Fulfillment Order Form, but only for fulfillment-specific funding, purchase, issuance, reconciliation, and reporting matters; (c) any applicable service description or program rules; and (d) these Terms.

1.3 No client modification of hosted terms.

Client-requested changes to these Terms are effective only if stated in a signed Order Form or signed amendment that expressly overrides a specific section of these Terms. Purchase orders, vendor portals, invoice terms, email footers, click-through terms, or similar Client documents do not modify these Terms unless Standwell signs a written amendment expressly accepting the modification.

2.1 Services.

Standwell will use commercially reasonable efforts to provide the services described in the applicable order documents.

2.2 Client cooperation.

Client is responsible for timely cooperation, approvals, product and claim information, product availability, safety information, billing information, fulfillment funding, and any other Client responsibilities stated in the applicable order documents.

2.3 Product and claims responsibility.

Client is solely responsible for its products, ingredients, labeling, packaging, warnings, advertising claims, marketplace listings, product pages, health or nutrition claims, substantiation, and compliance with applicable law, marketplace rules, platform policies, and industry requirements.

2.4 Client materials and instructions.

Standwell may rely on Client-provided materials, claims, approvals, instructions, eligibility criteria, brand assets, product information, and participant-facing copy. Client is responsible for the accuracy and legality of those materials and instructions.

2.5 Risk pause.

Standwell may pause, adjust, decline, or stop program activity if Standwell reasonably believes a request, product claim, participant instruction, marketplace rule, platform policy, privacy issue, safety issue, non-payment, insufficient fulfillment funding, fraud concern, abuse concern, or other circumstance creates legal, platform, safety, privacy, financial, operational, or reputational risk.

3.1 Product trial and feedback.

Standwell programs support product trial participation, participant communications, feedback operations, fulfillment coordination, and related reporting. Program targets, target opportunities, estimated review opportunities, per-target pricing, and similar planning or pricing references are planning and pricing references only and are not guarantees of any participant action, public review, rating, content, seller feedback, testimonial, endorsement, marketplace action, advertising approval, sales lift, ranking change, or marketplace outcome. Standwell does not promise, guarantee, require, purchase, manipulate, or compensate any public review, rating, seller feedback, testimonial, endorsement, marketplace action, advertising approval, sales lift, ranking change, or marketplace outcome. Participant benefits and future opportunities may not be conditioned on posting a review, review content, rating, seller feedback, testimonial, endorsement, or marketplace action.

3.2 Participant independence.

Participants are independent consumers and are not agents, employees, contractors, representatives, or spokespersons of Standwell. Standwell is not responsible for participant statements, posts, reviews, conduct, purchase decisions, marketplace actions, or failure to follow instructions.

3.3 Platform compliance.

Client may not direct Standwell or participants to take action that violates marketplace rules, platform policies, advertising rules, privacy notices, consumer protection laws, or these Terms. Standwell may remove or revise instructions that Standwell reasonably believes create risk.

3.4 No regulated advice.

Standwell does not provide legal, regulatory, tax, medical, product-safety, marketplace, advertising-platform, or privacy advice. Client is responsible for obtaining its own professional advice where needed.

4.1 Fees.

Client will pay the fees, deposits, retainers, minimums, pass-through costs, and other amounts stated in the applicable order documents. Fees may be structured using program fees, target opportunities, target participant activations, minimums, or other planning and pricing references, but those references do not create an outcome guarantee unless a signed Order Form expressly states otherwise.

4.2 Payment timing.

Unless an Order Form states otherwise, invoices are due upon receipt. Standwell may require payment before starting or continuing work, before incurring third-party costs, or before purchasing or issuing any participant purchase method.

4.3 Fulfillment funding.

Client must pre-fund approved participant purchase methods/codes, reimbursements, taxes, shipping, replacement amounts, media, software, third-party fees, and other pass-through or fulfillment costs when requested by Standwell. Standwell has no obligation to advance, float, lend, front, purchase, issue, or commit its own funds for Client programs.

4.4 Funding shortfalls.

If available funding is insufficient, delayed, disputed, reversed, exhausted, or reasonably expected to be insufficient, Standwell may pause or limit fulfillment, participant communications, reporting, purchasing, issuance, or other program activity until funding is received and cleared.

4.5 Late amounts.

Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate allowed by law. Client will reimburse Standwell for reasonable collection costs, chargebacks, returned-payment fees, attorneys' fees, and expenses incurred to collect overdue amounts.

4.6 No setoff.

Client may not withhold, offset, or delay payment because of participant behavior, marketplace action, product performance, sales results, advertising results, platform decisions, or other outcomes not expressly guaranteed by Standwell in a signed Order Form.

5.1 Use of funding.

Standwell may apply Client funding to approved participant purchase methods, taxes, shipping, replacements, fraud prevention, support, vendor costs, platform costs, and other program costs described in the applicable order documents.

5.2 Reconciliation.

After a program ends or is terminated, Standwell will reconcile unused fulfillment funding within a commercially reasonable period based on available vendor, platform, redemption, and accounting information. Standwell may apply unused funding to unpaid fees, approved costs, chargebacks, unrecovered amounts, non-cancelable commitments, and amounts due under the order documents.

5.3 Refunds or credits.

After reconciliation and deduction of amounts due, Standwell will refund or credit unused fulfillment funding as stated in the applicable order documents or, if not stated, as reasonably determined by Standwell. Service fees, minimums, retainers, deposits stated as non-refundable, and costs already incurred or committed are not refundable unless an Order Form expressly states otherwise.

5.4 No escrow.

Unless a signed Order Form expressly says otherwise, fulfillment funding is a prepayment for program costs and is not held as escrow, trust property, fiduciary property, or a segregated account.

6.1 Client information.

Each party will protect non-public business, billing, contact, and account information it receives from the other party using commercially reasonable safeguards and will use that information to perform, administer, enforce, improve, and support the order documents and related business relationship.

6.2 Participant privacy outside standard client packet.

Participant-facing privacy notices, participant program terms, consent flows, and consumer-facing disclosures are separate from these Terms and may be maintained separately by Standwell. These Terms govern Client's relationship with Standwell and do not replace participant-facing privacy notices or consents.

6.3 Roles.

Each party acts as an independent controller/business for personal information it collects or uses for its own purposes. Standwell acts as Client's service provider/processor only to the extent expressly stated in a signed privacy addendum, data processing addendum, or order document.

6.4 Standwell permitted uses.

Standwell may process personal information to operate programs, recruit and communicate with participants, manage applications and opt-ins, coordinate fulfillment, collect feedback, measure engagement, maintain suppression lists, provide reporting, improve services, prevent abuse, comply with law, and create aggregated or de-identified analytics and learnings.

6.5 Client permitted uses.

Client may use participant personal information it receives only to the extent permitted by the applicable participant opt-in, participant-facing disclosures, privacy notices, platform terms, jurisdiction-specific law, and participant choices. Client is solely responsible for determining whether its marketing, advertising, audience creation, retargeting, analytics, data sharing, and follow-up uses are lawful in each applicable jurisdiction.

6.6 Opt-outs and sensitive data.

Client is responsible for honoring opt-outs, suppression requests, deletion requests, consent withdrawals, platform restrictions, and other privacy choices applicable to Client's use of participant information. Client may not use participant information for sensitive-health targeting, inferred medical-condition audiences, or other legally restricted uses unless Client has all required rights, consents, notices, and approvals.

6.7 Security incidents and cooperation.

Each party will use commercially reasonable safeguards and will reasonably cooperate with the other party on privacy requests, suppression obligations, deletion requests, security issues, and participant inquiries that require assistance from the other party.

6.8 Aggregated and de-identified data.

Standwell may create and use aggregated, de-identified, or anonymized data for analytics, benchmarking, modeling, service improvement, reporting, and business purposes, provided it does not identify Client's confidential information or raw participant personal information.

7.1 Confidential information.

Non-public business, technical, pricing, program, participant, product, strategy, and operational information disclosed by one party to the other is confidential if it is marked confidential or reasonably should be understood to be confidential.

7.2 Use and protection.

The receiving party may use confidential information only to perform, administer, enforce, or support the order documents and must protect it using commercially reasonable care. Confidentiality obligations do not apply to information that is public through no breach, already known without restriction, independently developed, or lawfully received from a third party without restriction.

7.3 Required disclosure.

A party may disclose confidential information if required by law, subpoena, regulator, court order, or platform process, provided it gives reasonable notice when legally permitted and limits disclosure to the required scope.

7.4 Client materials.

Client grants Standwell a non-exclusive right to use Client names, logos, product information, product images, approved copy, claims, and related materials as needed to provide the services, operate programs, communicate with participants, and prepare reports.

7.5 Standwell materials.

Standwell retains all rights in its methods, know-how, software, workflows, templates, processes, data models, analytics, playbooks, reporting formats, and other materials not expressly assigned in a signed Order Form.

7.6 Feedback.

Client may provide suggestions or feedback. Standwell may use feedback without restriction or obligation, provided Standwell does not disclose Client confidential information in violation of these Terms.

8.1 Services as-is except stated promises.

Except as expressly stated in a signed Order Form, the services, reports, program operations, participant communications, and related materials are provided as-is and as-available.

8.2 Excluded warranties.

To the fullest extent permitted by law, Standwell disclaims all warranties not expressly stated in a signed Order Form, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted service, error-free operation, and any warranty arising from course of dealing or usage of trade.

8.3 No outcome warranty.

Standwell does not warrant or guarantee target opportunities, participant volume, participant eligibility, purchase completion, survey completion, review activity, review content, sales, rankings, advertising results, account health, marketplace decisions, platform acceptance, or business results.

9.1 Client indemnity.

Client will defend, indemnify, and hold harmless Standwell and its members, managers, officers, employees, contractors, agents, representatives, affiliates, successors, and assigns from and against claims, demands, damages, losses, liabilities, fines, penalties, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Client products, ingredients, labeling, packaging, warnings, claims, substantiation, product pages, marketplace listings, or advertising; (b) Client materials, approvals, instructions, data, privacy notices, consents, or use of participant information; (c) Client's breach of the order documents; (d) Client's violation of law, platform rules, marketplace rules, or privacy obligations; (e) taxes, shipping, product safety, recalls, refunds, replacements, or consumer complaints relating to Client products; or (f) allegations that Client materials infringe or misappropriate third-party rights.

9.2 Standwell indemnity.

Subject to Section 10, Standwell will indemnify Client only for third-party damages finally awarded by a court or agreed in a settlement approved by Standwell, to the extent caused directly by Standwell's willful misconduct, gross negligence, or material breach of confidentiality obligations. Standwell has no obligation to defend Client, advance defense costs, or cover claims arising from Client products, Client materials, Client instructions, Client data use, participant conduct, platform actions, or matters covered by Client's indemnity.

9.3 Procedure.

The indemnified party must provide reasonably prompt notice, reasonable cooperation, and control of the defense to the indemnifying party, except that the indemnifying party may not settle a claim in a way that admits fault or imposes non-monetary obligations on the indemnified party without consent. This Section does not create any Standwell obligation to defend Client or advance defense costs.

10.1 Excluded damages.

To the fullest extent permitted by law, Standwell will not be liable for indirect, incidental, consequential, special, exemplary, punitive, enhanced, or similar damages; lost profits; lost revenue; lost sales; lost goodwill; lost data; business interruption; cover costs; marketplace or platform action; advertising account action; participant conduct; or reputational harm, whether in contract, tort, negligence, strict liability, statute, or otherwise, even if advised of the possibility of such damages.

10.2 Liability cap.

To the fullest extent permitted by law, Standwell's aggregate liability arising out of or relating to an Order Form, Fulfillment Order Form, program, or these Terms, whether in contract, tort, negligence, strict liability, statute, or otherwise, will not exceed the service fees actually paid to Standwell under the applicable Order Form during the three months before the event giving rise to the claim. The cap excludes fulfillment funding, participant purchase method amounts, reimbursements, taxes, shipping, pass-through costs, third-party costs, and amounts paid or held for participant purchase methods/codes. If no service fees were paid, Standwell's aggregate liability will not exceed $100.

10.3 Client uncapped obligations.

The limitations in this Section do not limit Client's payment obligations, funding obligations, reimbursement obligations, indemnity obligations, confidentiality obligations, or obligations arising from Client's misuse of participant information.

10.4 No personal liability.

Client agrees that each order document is with Standwell only. To the fullest extent permitted by law, no Standwell member, manager, owner, officer, employee, contractor, agent, representative, affiliate, or successor will have personal liability for any debt, obligation, warranty, representation, contract claim, or other liability of Standwell arising out of or relating to the services, these Terms, or any order document. Nothing in this Section limits liability to the extent such liability cannot be waived under applicable law.

10.5 Essential basis.

The fees reflect the allocation of risk in these Terms. The limitations of liability apply even if a remedy fails of its essential purpose.

11.1 Term.

These Terms apply while any Order Form remains active and continue as needed for accrued rights and surviving obligations.

11.2 Termination for breach.

Either party may terminate an Order Form for material breach if the breach is not cured within 10 days after written notice. Standwell may suspend performance immediately for non-payment, insufficient funding, legal risk, safety risk, privacy risk, fraud risk, platform risk, or Client instructions that Standwell reasonably believes violate these Terms or applicable rules.

11.3 Effect of termination.

Upon expiration or termination, Client will pay all fees due, approved expenses incurred, non-cancelable third-party costs, fulfillment costs, pass-through costs, and services performed through the effective termination date. Fulfillment funding will be reconciled under Section 5 and the applicable Fulfillment Order Form.

11.4 Survival.

Sections concerning payment, funding, reconciliation, confidentiality, data and privacy, intellectual property, disclaimers, indemnity, liability limits, dispute resolution, notices, and general terms survive expiration or termination.

12.1 Florida law.

These Terms and all order documents are governed by Florida law, without regard to conflict-of-law rules that would require another jurisdiction's law.

12.2 Florida courts.

The parties consent to exclusive jurisdiction and venue in the state courts located in St. Johns County, Florida and, if federal jurisdiction exists, the United States District Court for the Middle District of Florida, Jacksonville Division, for any dispute arising out of or relating to these Terms, the services, or any order document. Client waives objections based on inconvenient forum or lack of personal jurisdiction to the fullest extent permitted by law.

12.3 Jury and class waiver.

To the fullest extent permitted by law, each party waives the right to a jury trial. Claims must be brought only on an individual basis, and not as a class, collective, representative, consolidated, private attorney general, or similar proceeding.

12.4 Injunctive relief.

Standwell may seek injunctive or equitable relief in any court of competent jurisdiction to protect confidential information, intellectual property, participant data, funds, platform access, or the integrity of a program.

12.5 Attorneys' fees.

The prevailing party in any action to enforce these Terms or an order document is entitled to recover reasonable attorneys' fees and costs, except where prohibited by law.

12.6 Time limit.

To the fullest extent permitted by law, any claim arising out of or relating to these Terms, the services, or any order document must be brought within one year after the claim accrues, unless applicable law requires a longer period that cannot be shortened by contract.

13.1 Independent contractors.

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, employment, fiduciary, or exclusive relationship.

13.2 No third-party beneficiaries.

No participant, consumer, vendor, platform, marketplace, or other third party is an intended third-party beneficiary of these Terms or any order document unless expressly stated in a signed writing.

13.3 Assignment.

Client may not assign an Order Form or these Terms without Standwell's prior written consent. Standwell may assign these Terms or any order document to an affiliate, successor, purchaser, or acquirer in connection with a merger, reorganization, sale of assets, sale of equity, change of control, or similar transaction.

13.4 Subcontractors and vendors.

Standwell may use subcontractors, software providers, fulfillment partners, advertising platforms, payment providers, and other vendors to provide the services. Standwell remains responsible for its direct obligations under these Terms, subject to the limitations stated here.

13.5 Force majeure.

Standwell is not liable for delay or failure caused by events beyond its reasonable control, including platform changes, marketplace action, vendor failure, payment network issues, internet or cloud outages, labor disputes, acts of God, war, terrorism, civil unrest, government action, supply constraints, fraud attacks, security incidents, or changes in law or policy.

13.6 Notices.

Legal notices must be sent to the notice addresses or notice emails stated in the applicable Order Form, with a copy to any other notice contact stated by Standwell. Operational emails, approvals, and program communications may be sent to the contacts identified in the order documents or used in the ordinary course of the relationship.

13.7 Electronic signatures.

Signatures, click acceptance, email approvals, and electronic records are effective to the fullest extent permitted by law.

13.8 Severability; waiver.

If any provision is unenforceable, the rest remains effective and the provision will be modified to the minimum extent needed to make it enforceable. A waiver is effective only if in writing and signed by the waiving party, and no waiver is a continuing waiver unless it expressly says so.

13.9 Entire agreement; amendments.

These Terms and the applicable order documents are the entire agreement for the services described in those order documents and supersede prior or contemporaneous discussions about those services. Amendments must be in a signed writing, except that Standwell may update hosted Terms prospectively under Section 13.10.

13.10 Updates to hosted Terms.

Standwell may update these Terms from time to time. Updates apply to Order Forms signed after the updated Terms are posted. For an active Order Form, the version posted when the Order Form was signed governs that Order Form unless the parties sign an amendment, Client signs a renewal or new Order Form that references the updated Terms, or the update is reasonably required to address a change in law, platform rule, marketplace rule, payment rule, privacy requirement, security requirement, or fraud-prevention need and does not materially increase Client's fees for the active Order Form.