Organization Partnership Agreement

RECITALS

This Organization Partnership Agreement (this "Agreement") is entered into between Intelligent Technologies.ai, LLC, a Pennsylvania limited liability company, doing business as FoodPharmacy™ ("FoodPharmacy," "Company," "we," "us," or "our"), and the organization identified in the application and acceptance materials (the "Partner" or "Organization").

WHEREAS, FoodPharmacy operates a software-as-a-service platform providing personalized nutrition guidance tools for healthcare practitioners;

WHEREAS, Partner is a professional organization serving healthcare practitioners in the fields of functional medicine, naturopathy, nutrition, chiropractic care, health coaching, or related wellness disciplines;

WHEREAS, Partner desires to promote FoodPharmacy to its members and earn commissions on resulting subscriptions; and

WHEREAS, FoodPharmacy desires to work with qualified professional organizations to expand awareness and adoption of its platform;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

2. PARTNERSHIP PROGRAM OVERVIEW

2.1 Program Purpose

The Partnership Program is designed to create mutually beneficial relationships between FoodPharmacy and established professional organizations serving healthcare practitioners. Through this Program, Partner organizations can:

• Provide valuable member benefits through exclusive FoodPharmacy discounts
• Generate recurring revenue through commission earnings
• Support their members' professional development and patient care capabilities
• Strengthen member loyalty and engagement

2.2 Eligibility Requirements

To participate and remain in good standing in the Partnership Program, Partner must:

• Be an established professional organization, association, certification body, training program, or membership organization with a demonstrated history of serving healthcare practitioners
• Have submitted a Partnership Application that has been reviewed and approved by FoodPharmacy
• Maintain compliance with all terms of this Agreement
• Maintain good standing with FoodPharmacy, with no unresolved disputes or violations
• Conduct promotional activities in accordance with applicable laws and professional standards

2.3 Program Structure

This is NOT a multilevel marketing (MLM) program, pyramid scheme, or business opportunity offering. The Partnership Program is a professional referral arrangement where:

• Partner promotes FoodPharmacy to its existing Members
• Members who subscribe using Partner's Promotional Code become Direct Referrals
• Partner earns Direct Referral Commissions on these subscriptions
• Partner earns Organization Support Bonuses on the Downstream Network created by those Direct Referrals
• All earnings are based on actual subscription revenue, not recruitment

3. COMMISSION STRUCTURE*

3.1 Dual Commission System

Partner may earn commissions through two distinct mechanisms:

A. Direct Referral Commission

Partner earns a percentage-based commission on each Active Subscription generated by Partner's Direct Referrals. The commission rate is determined by Partner's total number of active Direct Referrals according to the following tier structure:

B. Organization Support Bonus

Partner earns a flat 10% commission (the "Organization Support Bonus") on all Active Subscriptions within Partner's Downstream Network, regardless of network depth or generation. This bonus is paid in addition to Direct Referral Commissions.

3.2 Non-Retroactive Tier Structure

IMPORTANT: Commission tiers are non-retroactive. Each Direct Referral earns commission at the tier rate that was in effect when Partner reached that specific subscriber count.

Example: If Partner has 50 active Direct Referrals:

• Direct Referrals 1-9 earn 25% commission each (Standard tier)
• Direct Referrals 10-19 earn 30% commission each (Star tier)
• Direct Referrals 20-50 earn 35% commission each (Superstar tier)

When Partner reaches 100 active Direct Referrals, Direct Referrals 100+ will earn 40% commission (Megastar tier), but prior referrals remain at their original tier rates.

3.3 Commission Calculation Basis

Commissions are calculated on the actual subscription revenue received by FoodPharmacy after any discounts applied through Promotional Codes. The commission is based on the monthly subscription fee, which is currently $189 for the Premium tier, less any applicable discount.

Formula: Commission = (Subscription Price - Discount Amount) × Commission Rate

Example: A Direct Referral subscribes using a 30% discount code:

• Base Subscription: $189.00
• Discount (30%): -$56.70
• Net Revenue: $132.30
• Commission (if at 35% tier): $132.30 × 0.35 = $46.31

3.4 Trial Period Exclusion

No commissions are earned on the $1 trial period. Commissions begin when a subscriber completes their first regular monthly payment after the trial period ends.

3.5 Commission Modifications

FoodPharmacy reserves the right to modify commission rates, tier structures, or calculation methods with thirty (30) days' prior written notice to Partner. Partner may terminate this Agreement if Partner does not accept the modifications.

4. PAYMENT TERMS

4.1 Payment Schedule

Commissions earned during each calendar month shall be calculated and paid to Partner fifteen (15) days following the end of that month. For example, commissions earned in January will be paid by February 15.

4.2 Payment Method

All commission payments shall be made via PayPal to the account designated by Partner. Partner is responsible for maintaining accurate and current PayPal account information in Partner's FoodPharmacy dashboard.

4.3 Minimum Payout Threshold

A minimum payout threshold of One Hundred Dollars ($100.00) applies to all commission payments. If Partner's earned commissions for a given month are below this threshold, the amount will carry forward and accumulate until the threshold is met.

4.4 Payment Documentation

Partner must provide FoodPharmacy with completed tax documentation appropriate to Partner's tax status:

• U.S.-based Partners: IRS Form W-9
• Non-U.S. Partners: IRS Form W-8BEN or W-8BEN-E

Payment may be withheld until proper tax documentation is received.

4.5 Commission Adjustments

Commissions are subject to adjustment for:

• Refunds: If a subscription is refunded (subject to FoodPharmacy's refund policy), any commission paid on that subscription will be deducted from future payments
• Chargebacks: Commissions related to chargebacks will be reversed
• Cancelled Subscriptions: Commission payments cease when a subscription is cancelled or terminated
• Fraudulent Activity: Any commissions related to fraudulent or suspicious activity will be withheld pending investigation

4.6 Commission Disputes

"Payment date" means the date FoodPharmacy issues the payment to Partner. Partner must notify FoodPharmacy in writing within thirty (30) days of the payment date of any dispute regarding the calculation or payment of commissions, specifying the basis and amount of the dispute and providing supporting documentation. Failure to provide timely notice waives Partner's right to assert any underpayment claims with respect to that payment.

Notwithstanding the foregoing, FoodPharmacy may recover any overpayment at any time if such overpayment resulted from error, mistake, or fraud; FoodPharmacy may deduct or set off any undisputed or finally determined overpayment against future amounts due to Partner.

If the parties cannot resolve a timely dispute within thirty (30) days after FoodPharmacy's receipt of notice, either party may escalate to the dispute resolution procedure in Section 17. De minimis differences under fifty dollars (US $50) shall not be subject to dispute or recovery.

4.7 Withholding for Investigation

FoodPharmacy reserves the right to withhold payment of commissions pending investigation of:

• Suspected fraudulent activity
• Policy violations
• Billing disputes
• Complaints regarding Partner's promotional activities

4.8 Tax Responsibilities

Partner is solely responsible for all taxes, fees, and withholdings associated with commission payments, including but not limited to income tax, self-employment tax, sales tax, value-added tax (VAT), and any applicable state, local, or foreign taxes. FoodPharmacy will report payments to Partner and tax authorities as required by law.

5. PROMOTIONAL CODES AND MARKETING

5.1 Promotional Code Assignment

Upon approval for the Partnership Program, FoodPharmacy will assign Partner one or more unique Promotional Codes. These codes:

• Are exclusive to Partner and may not be shared with other organizations
• Offer discounts determined by FoodPharmacy (typically ranging from 20-50%)
• Automatically track subscriptions to Partner's account
• May be customized with Partner's organization name or brand

5.2 Discount Levels

FoodPharmacy determines which discount percentages are available at any given time. Discount availability may vary based on:

• Promotional periods (e.g., Black Friday, Cyber Week)
• Partner tier status
• Strategic marketing initiatives
• FoodPharmacy's sole discretion

For example, 50% discount codes may be available during special promotional periods but not year-round. FoodPharmacy will notify Partner of available discount levels.

5.3 Marketing Materials

FoodPharmacy may provide Partner with access to marketing materials, including but not limited to:

• Digital banners and graphics
• Email templates
• Social media post examples
• Product information sheets
• Demo videos and screenshots

Partner may customize these materials with Partner's Promotional Code and referral link. Partner is responsible for ensuring all materials comply with applicable laws and professional standards.

5.4 Partner Dashboard

Partner will have access to a real-time dashboard showing:

• Number of clicks on Partner's referral links
• Number of Active Subscriptions (direct and network)
• Commission earnings (current and historical)
• Performance metrics and analytics
• Payment history

5.5 Marketing Compliance

All promotional activities by Partner must comply with:

• Federal Trade Commission (FTC) guidelines on endorsements and testimonials
• CAN-SPAM Act requirements for commercial email
• Truth-in-advertising laws
• Professional ethical standards applicable to Partner's industry
• All applicable federal, state, and local laws

6. PARTNER RESPONSIBILITIES

6.1 Promotional Activities

Partner agrees to promote FoodPharmacy in a professional, ethical, and truthful manner. Partner shall:

• Accurately represent FoodPharmacy's features, benefits, and limitations
• Not make false, misleading, or exaggerated claims about FoodPharmacy
• Disclose the affiliate relationship when promoting FoodPharmacy
• Comply with FTC disclosure requirements
• Use only approved marketing materials or create compliant materials
• Not engage in spam, unsolicited communications, or other prohibited marketing methods

6.2 Earnings Representations

Partner shall NOT:

• Make income claims or earnings representations about the Partnership Program
• Guarantee specific commission amounts to potential sub-affiliates
• Represent the Partnership Program as a "business opportunity" or "income system"
• Use FoodPharmacy's revenue calculators or projections in promotional materials without clear disclaimers
• Promise "passive income," "guaranteed income," or similar claims

6.3 Medical and Health Claims

Partner shall NOT:

• Make medical claims about FoodPharmacy
• Represent FoodPharmacy as a medical device, diagnostic tool, or treatment
• Claim FoodPharmacy can diagnose, treat, cure, or prevent any disease
• Use patient testimonials without proper disclaimers
• Violate any healthcare advertising regulations

6.4 Brand Protection

Partner shall:

• Use FoodPharmacy's trademarks only as expressly authorized
• Not register domain names containing FoodPharmacy's trademarks
• Not bid on FoodPharmacy's trademarked terms in search engine advertising
• Not create social media accounts impersonating FoodPharmacy
• Maintain FoodPharmacy's brand integrity and reputation

6.5 Member Communication

Partner is responsible for all communications with Partner's Members regarding FoodPharmacy. Partner shall:

• Maintain open and honest communication with Members
• Provide accurate information about discount codes and benefits
• Direct Member questions about FoodPharmacy features to FoodPharmacy support
• Not make commitments on behalf of FoodPharmacy

6.6 Legal Compliance

Partner shall comply with all applicable laws and regulations, including but not limited to:

• Federal and state consumer protection laws
• FTC Act Section 5 (unfair or deceptive practices)
• Anti-spam laws (CAN-SPAM Act, TCPA)
• Privacy laws (including GDPR if applicable)
• Professional licensing and ethical requirements

7. FOODPHARMACY RESPONSIBILITIES

7.1 Platform Operation

FoodPharmacy shall:

• Maintain the FoodPharmacy platform and ensure reasonable availability
• Process subscription payments and manage billing
• Provide customer support to subscribers
• Handle refunds, cancellations, and billing disputes
• Maintain data security measures

7.2 Tracking and Reporting

FoodPharmacy shall:

• Accurately track subscriptions attributed to Partner
• Calculate commissions according to the terms of this Agreement
• Provide Partner with access to real-time performance dashboard
• Maintain records of all commission payments
• Issue tax documentation as required by law

7.3 Payment Processing

FoodPharmacy shall:

• Pay earned commissions according to Section 4 of this Agreement
• Notify Partner of any payment adjustments or issues
• Respond to payment inquiries within reasonable timeframes

7.4 Support and Resources

FoodPharmacy shall:

• Provide access to marketing materials and resources
• Offer reasonable support for partnership-related questions
• Notify Partner of significant platform updates or changes
• Provide training resources for Partner's use (optional)

7.5 Discretion Reserved

FoodPharmacy reserves the right to:

• Modify pricing, features, and subscription plans
• Determine discount levels and promotional periods
• Accept or decline individual subscription applications
• Terminate subscriber accounts for violations of FoodPharmacy's Terms of Service
• Update marketing materials and brand guidelines

8. PROHIBITED CONDUCT

8.1 Fraudulent Activity

Partner shall NOT:

• Create fake accounts or false subscriptions to earn commissions
• Use stolen credit cards or payment information
• Manipulate tracking systems or referral attribution
• Self-subscribe using multiple accounts to generate commissions
• Engage in any form of commission fraud or abuse

8.2 Recruitment-Focused Activities

Partner shall NOT:

• Recruit Members solely for the purpose of earning commissions
• Represent the Partnership Program as the primary benefit of membership
• Create a pyramid-style compensation structure
• Pay Members to recruit others into the network

8.3 Unauthorized Marketing Methods

Partner shall NOT:

• Send unsolicited commercial email (spam)
• Make unsolicited telemarketing calls
• Use automated calling systems (robocalls)
• Scrape email addresses or contact information
• Purchase email lists or contact lists for promotional purposes
• Engage in domain squatting or trademark infringement
• Use misleading or deceptive advertising practices

8.4 Competitive Interference

Partner shall NOT:

• Make disparaging comments about FoodPharmacy's competitors
• Engage in unfair competitive practices
• Disclose confidential information about FoodPharmacy

8.5 Consequences of Violations

Violation of any prohibited conduct may result in:

• Immediate termination of this Agreement
• Forfeiture of all unpaid commissions
• Clawback of previously paid commissions related to violations
• Legal action to recover damages
• Reporting to appropriate regulatory authorities

9. INDEPENDENT CONTRACTOR RELATIONSHIP

9.1 Independent Contractor Status

Partner is an independent contractor and not an employee, agent, joint venturer, or partner of FoodPharmacy or Intelligent Technologies.ai, LLC. Nothing in this Agreement creates an employment relationship, agency relationship, joint venture, or partnership between the parties.

9.2 Partner Autonomy

Partner has sole discretion over:

• How Partner promotes FoodPharmacy to Members
• Partner's business operations and structure
• Partner's work schedule and methods
• Whether to participate in promotional opportunities

9.3 No Authority to Bind

Partner has no authority to:

• Bind FoodPharmacy to any contract or obligation
• Make commitments on behalf of FoodPharmacy
• Represent itself as an agent or employee of FoodPharmacy
• Use FoodPharmacy's credit or incur expenses on FoodPharmacy's behalf

9.4 Expenses and Costs

Partner is solely responsible for all costs and expenses associated with Partner's participation in the Partnership Program, including but not limited to:

• Marketing and promotional costs
• Technology and internet costs
• Professional services (legal, accounting, etc.)
• Business insurance
• Business licenses and registrations

9.5 No Benefits

Partner is not entitled to any employee benefits from FoodPharmacy, including but not limited to health insurance, retirement benefits, paid time off, workers' compensation, or unemployment insurance.

10. TERM AND TERMINATION

10.1 Term

This Agreement commences on the date of FoodPharmacy's approval of Partner's application and continues until terminated by either party in accordance with this Section.

10.2 Termination by Either Party

Either party may terminate this Agreement at any time, with or without cause, by providing thirty (30) days' written notice to the other party.

10.3 Termination for Cause by FoodPharmacy

FoodPharmacy may terminate this Agreement immediately upon written notice for cause, including but not limited to:

• Material breach of any term of this Agreement
• Violation of FoodPharmacy's Terms of Service
• Fraudulent activity or misrepresentation
• Failure to maintain good standing with FoodPharmacy
• Legal or regulatory concerns
• Conduct that damages FoodPharmacy's reputation or business
• Non-payment of amounts owed to FoodPharmacy (if applicable)

10.4 Effect of Termination

Upon termination of this Agreement:

• Partner's Promotional Codes will be deactivated
• Partner must immediately cease all promotional activities using FoodPharmacy's name, trademarks, or materials
• Partner will receive payment for commissions earned through the last complete billing period, subject to any adjustments
• Existing Active Subscriptions will remain attributed to Partner for commission purposes unless termination was for cause involving fraud
• Partner must return or destroy all confidential FoodPharmacy materials

10.5 Survival

The following sections shall survive termination of this Agreement: Sections 4.5 (Commission Adjustments), 4.8 (Tax Responsibilities), 9 (Independent Contractor Relationship), 11 (Confidentiality), 12 (Intellectual Property), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), and 17 (Dispute Resolution).

11. CONFIDENTIALITY

11.1 Confidential Information

"Confidential Information" means any non-public information disclosed by either party to the other, including but not limited to business strategies, financial information, customer data, technical information, and proprietary methodologies.

11.2 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Use Confidential Information only for purposes of this Agreement
• Not disclose Confidential Information to third parties without written consent
• Protect Confidential Information with the same degree of care used for its own confidential information

11.3 Exceptions

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was rightfully known to the receiving party prior to disclosure
• Is independently developed by the receiving party
• Is required to be disclosed by law or court order

12. INTELLECTUAL PROPERTY

12.1 FoodPharmacy's IP

All intellectual property rights in and to FoodPharmacy's platform, software, content, trademarks, trade names, logos, and materials ("FoodPharmacy IP") are and shall remain the exclusive property of FoodPharmacy and its licensors.

12.2 Limited License

FoodPharmacy grants Partner a limited, non-exclusive, non-transferable, revocable license to use FoodPharmacy IP solely for the purpose of promoting FoodPharmacy in accordance with this Agreement and FoodPharmacy's brand guidelines.

12.3 Restrictions

Partner shall NOT:

• Modify, alter, or create derivatives of FoodPharmacy IP
• Use FoodPharmacy IP in any manner that could cause confusion or dilution
• Register trademarks, domain names, or social media accounts containing FoodPharmacy's marks
• Challenge FoodPharmacy's ownership of its intellectual property

12.4 Partner's IP

Partner retains all rights to Partner's own intellectual property. Partner grants FoodPharmacy a limited license to use Partner's name and logo for purposes of identifying Partner as a program participant and for marketing purposes.

13. DISCLAIMERS AND LIMITATIONS

13.1 No Earnings Guarantee

FOODPHARMACY MAKES NO GUARANTEES, REPRESENTATIONS, OR WARRANTIES REGARDING PARTNER'S POTENTIAL EARNINGS, COMMISSION AMOUNTS, OR FINANCIAL RESULTS FROM PARTICIPATION IN THE PARTNERSHIP PROGRAM.

Actual results will vary significantly based on numerous factors including but not limited to: Partner's promotional efforts, Member engagement, market conditions, competitive factors, network growth, subscriber retention, discount levels offered, and timing of promotional activities.

13.2 Illustrative Examples Only

Any revenue projections, calculators, examples, or case studies provided by FoodPharmacy are for illustrative purposes only and do not constitute a guarantee, promise, or representation of actual or potential earnings. Past performance is not indicative of future results.

13.3 Platform Availability

While FoodPharmacy strives to maintain platform availability, FoodPharmacy does not guarantee uninterrupted or error-free operation of the platform. FoodPharmacy may perform maintenance, updates, or modifications at any time.

13.4 No Warranty

THE PARTNERSHIP PROGRAM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

14. LIMITATION OF LIABILITY

14.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FOODPHARMACY, INTELLIGENT TECHNOLOGIES.AI, LLC, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PARTNERSHIP PROGRAM.

14.2 Cap on Liability

FOODPHARMACY'S TOTAL AGGREGATE LIABILITY TO PARTNER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL AMOUNT OF COMMISSIONS ACTUALLY PAID TO PARTNER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY; AND (B) FIVE THOUSAND DOLLARS (US $5,000).

Notwithstanding the foregoing, nothing in this section shall exclude or limit liability for (i) death or personal injury resulting from FoodPharmacy's negligence, (ii) fraud or willful misconduct, (iii) breach of FoodPharmacy's confidentiality obligations, or (iv) FoodPharmacy's indemnification obligations for third-party claims arising from FoodPharmacy's breach of intellectual property or applicable law.

14.3 Essential Terms

Partner acknowledges that these limitations of liability are essential terms of this Agreement and that FoodPharmacy would not enter into this Agreement without these limitations.

15. INDEMNIFICATION

15.1 Partner's Indemnity

Partner agrees to indemnify, defend, and hold harmless FoodPharmacy, Intelligent Technologies.ai, LLC, and their respective officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Partner's breach of any term or condition of this Agreement
• Partner's violation of any applicable law or regulation
• Partner's promotional activities and marketing materials
• Partner's representations to Members or third parties
• Claims by Partner's Members or third parties
• Partner's violation of any third-party rights, including intellectual property rights
• Partner's fraudulent or prohibited conduct

15.2 Defense and Settlement

FoodPharmacy reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Partner, in which event Partner will cooperate with FoodPharmacy in asserting any available defenses. Partner shall not settle any claim subject to indemnification without FoodPharmacy's prior written consent.

16. GENERAL PROVISIONS

16.1 Entire Agreement

This Agreement, together with FoodPharmacy's Terms of Service and Privacy Policy (incorporated by reference), constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.

16.2 Amendments

FoodPharmacy may modify this Agreement at any time by providing thirty (30) days' written notice to Partner. Continued participation in the Partnership Program after the effective date of modifications constitutes acceptance of the modified terms. If Partner does not accept the modifications, Partner may terminate this Agreement as provided in Section 10.

16.3 Assignment

Partner may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without FoodPharmacy's prior written consent. FoodPharmacy may assign this Agreement without restriction. Any attempted assignment in violation of this section shall be void.

16.4 Waiver

No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No failure to exercise and no delay in exercising any right, power, or privilege shall preclude any other or further exercise thereof.

16.5 Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced with a valid provision that most closely approximates the intent of the original provision.

16.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, terrorism, riots, pandemics, governmental actions, or failures of internet or telecommunications infrastructure.

16.7 Notices

All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or three (3) days after being sent by certified mail, return receipt requested, to the addresses provided by the parties.

Notices to FoodPharmacy should be sent to: info@foodpharmacy.com

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, United States, without regard to its conflicts of law principles.

17.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.

The arbitration shall be conducted by one (1) arbitrator with substantial experience in resolving commercial contract disputes. The arbitration shall take place in Pennsylvania, and the language of the arbitration shall be English. The arbitrator's decision shall be final and binding on the parties.

17.3 Exceptions to Arbitration

Either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent or restrain any violation or threatened violation of this Agreement, including but not limited to breaches of confidentiality or intellectual property provisions.

17.4 Costs

Each party shall bear its own costs and attorneys' fees in any dispute, except that the arbitrator may award costs and fees to the prevailing party if permitted by applicable law.

17.5 Class Action Waiver

PARTNER AGREES THAT ANY ARBITRATION OR PROCEEDING SHALL BE LIMITED TO THE DISPUTE BETWEEN FOODPHARMACY AND PARTNER INDIVIDUALLY. PARTNER WAIVES THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING.