Legal

Bloom360 Ambassador Program Agreement

Last reviewed September 18, 2026

This Ambassador Program Agreement ("Agreement") is entered into as of the date of acceptance ("Effective Date") by and between Bloom360, Inc., a Delaware corporation ("Bloom360" or "Company"), and the individual accepting this Agreement ("Ambassador").

Bloom360 operates a membership-based virtual primary care program ("Membership"). The Bloom360 Ambassador Program ("Program") allows approved ambassadors to promote Bloom360 Memberships to prospective members using a unique referral code ("Ambassador Code"). This Agreement governs Ambassador's participation in the Program.

To participate in the Program, Ambassador must:

(a) Be at least eighteen (18) years of age;

(b) Be a legal resident of the United States;

(c) Not be a current employee, officer, or director of Bloom360, Inc. or any of its affiliates;

(d) Not be a licensed healthcare provider, including but not limited to physicians, nurse practitioners, physician assistants, medical assistants, registered nurses, licensed practical nurses, dietitians, or other holders of a clinical license issued by a state licensing authority;

(e) Not be a licensed insurance agent or broker who intends to promote the Membership in connection with the sale of insurance products; and

(f) Provide complete and accurate tax information as requested by Bloom360 or through the Program platform prior to receiving any payment under this Agreement.

Bloom360 reserves the right to approve or deny any application to the Program in its sole discretion.

(a) Upon acceptance into the Program, Bloom360 will issue Ambassador a unique Ambassador Code.

(b) A "Qualified Referral" means a new member who (i) has not previously held a Bloom360 Membership, (ii) signs up for a Membership using Ambassador's Ambassador Code, (iii) completes payment of the first month's membership fee (after application of the discount described in Section 4(a)), and (iv) maintains an active Membership for at least sixty (60) consecutive days from the date of initial signup.

(c) Ambassador may share the Ambassador Code through personal networks, social media, websites, and other lawful channels, subject to the terms of this Agreement.

(a) Member Discount. Each new member who signs up using an Ambassador Code will receive fifty dollars ($50.00) off their first month's membership fee.

(b) Ambassador Commission. For each Qualified Referral, Bloom360 will pay Ambassador a commission of fifty dollars ($50.00). For the avoidance of doubt, no commission is earned unless and until the referred member satisfies all elements of a Qualified Referral, including the sixty (60) day active membership requirement in Section 3(b)(iv).

(c) Payment Terms. Commissions will be processed through the Program platform (currently Rewardful) on a monthly basis. Commissions will not become payable until at least thirty-one (31) days after the referred member's initial signup. Bloom360 reserves the right to delay payment beyond the thirty-one (31) day period to confirm that the referred member has satisfied the Qualified Referral requirements.

(d) Clawback. If a referred member cancels their Membership within sixty (60) days of signing up, no commission will be owed. If a commission has already been paid prior to cancellation, Bloom360 may deduct the amount from future commission payments or invoice Ambassador for the amount owed.

(e) Tax Obligations. Ambassador is solely responsible for all taxes arising from payments received under this Agreement. Bloom360 will issue an IRS Form 1099-NEC to any Ambassador who receives $600 or more in a calendar year. Ambassador agrees to provide any tax documentation reasonably requested by Bloom360, including IRS Form W-9.

(f) Program Platform. Bloom360 administers the Program through a third-party platform (currently Rewardful). Ambassador agrees to comply with the terms of use of any such platform as a condition of participation. Bloom360 may change the Program platform at any time upon notice to Ambassador.

Ambassador agrees to comply with the following requirements in all promotional activities related to Bloom360:

(a) FTC Disclosure. Ambassador must clearly and conspicuously disclose their financial relationship with Bloom360 in every post, advertisement, video, or other communication promoting the Membership. Acceptable disclosures include, but are not limited to, "#ad," "#sponsored," or a clear statement such as "I earn a commission if you sign up using my link." The disclosure must be placed where it is easily seen or heard by the audience, not buried in hashtags or below-the-fold content.

(b) No Medical Claims. Ambassador shall not make any medical claims, health outcome guarantees, or clinical promises regarding Bloom360's services. Ambassador shall not provide medical advice, diagnosis, or treatment recommendations.

(c) No Insurance Representations. Ambassador shall not represent or imply that a Bloom360 Membership is health insurance or a substitute for health insurance.

(d) Accuracy. All statements made by Ambassador about Bloom360, its services, pricing, and the Program must be truthful, accurate, and not misleading. Ambassador shall only use marketing claims and descriptions approved or provided by Bloom360.

(e) Prohibited Content. Ambassador shall not promote Bloom360 using content that is unlawful, defamatory, obscene, discriminatory, or otherwise objectionable, or in any manner that could damage Bloom360's reputation or goodwill.

(f) Prior Approval. Bloom360 reserves the right to require prior written approval of any marketing materials before distribution. Bloom360 may provide Ambassador with approved marketing materials, templates, and guidelines from time to time.

(a) Bloom360 grants Ambassador a limited, non-exclusive, non-transferable, revocable license to use Bloom360's name, logo, trademarks, and approved marketing materials solely for the purpose of promoting the Membership under this Agreement.

(b) Ambassador shall not alter, modify, or create derivative works from Bloom360's trademarks or marketing materials without prior written consent.

(c) All intellectual property rights in Bloom360's name, logos, trademarks, and materials remain the exclusive property of Bloom360. This Agreement does not transfer any ownership rights to Ambassador.

(d) Upon termination of this Agreement, Ambassador shall immediately cease all use of Bloom360's intellectual property and remove any Bloom360 branding from Ambassador's websites, social media accounts, and other channels.

Ambassador is an independent contractor and not an employee, agent, partner, or joint venturer of Bloom360. Ambassador has no authority to bind Bloom360, make commitments on Bloom360's behalf, or represent themselves as an employee or agent of Bloom360. Nothing in this Agreement creates an employment relationship, and Ambassador is not entitled to any employee benefits, workers' compensation, or unemployment insurance from Bloom360.

(a) Ambassador's sole contractual relationship under this Agreement is with Bloom360, Inc., the management and technology company that operates the Program. All commissions and other payments under this Agreement are paid by Bloom360, Inc.

(b) Bloom360 Medical PLLC and any other physician-owned professional entity affiliated with Bloom360 (collectively, "Affiliated Professional Entities") are separate legal entities that provide clinical medical services to Bloom360 members. Ambassador has no contractual, employment, agency, or other relationship with any Affiliated Professional Entity by virtue of this Agreement.

(c) Ambassador shall not represent or imply that Ambassador has any affiliation with, or acts on behalf of, any Affiliated Professional Entity. Ambassador's promotional activities are limited to marketing Bloom360 Memberships on behalf of Bloom360, Inc.

Ambassador may receive confidential information relating to Bloom360's business, operations, pricing, strategy, or technology ("Confidential Information"). Ambassador agrees to keep all Confidential Information strictly confidential and not to disclose it to any third party or use it for any purpose other than performing under this Agreement. This obligation survives termination of this Agreement.

Ambassador acknowledges that Bloom360 is subject to the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"). Ambassador shall not access, receive, use, or disclose any protected health information ("PHI") of any Bloom360 member or prospective member. If Ambassador inadvertently receives PHI, Ambassador shall immediately notify Bloom360 and follow Bloom360's instructions for return or destruction of such information.

Ambassador represents and warrants that:

(a) Ambassador has the legal authority and capacity to enter into this Agreement;

(b) Ambassador's participation in the Program and performance under this Agreement will comply with all applicable federal, state, and local laws, rules, and regulations;

(c) Ambassador is not listed on any U.S. government restricted party list, including the Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List;

(d) Ambassador does not hold any clinical license issued by a state licensing authority; and

(e) All information provided by Ambassador to Bloom360 in connection with the Program is true, accurate, and complete.

Ambassador agrees to indemnify, defend, and hold harmless Bloom360, Inc., its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Ambassador's breach of this Agreement, (b) Ambassador's promotional activities or marketing materials, (c) Ambassador's violation of any applicable law or regulation, or (d) any misrepresentation made by Ambassador regarding Bloom360 or the Membership.

To the maximum extent permitted by applicable law, Bloom360's total liability to Ambassador under this Agreement shall not exceed the total commissions paid to Ambassador in the twelve (12) months preceding the event giving rise to the claim. In no event shall Bloom360 be liable for any indirect, incidental, consequential, special, or punitive damages.

(a) Term. This Agreement is effective as of the Effective Date and continues until terminated by either party.

(b) Termination for Convenience. Either party may terminate this Agreement at any time, for any reason, upon fifteen (15) days' written notice to the other party.

(c) Termination for Cause. Bloom360 may terminate this Agreement immediately upon written notice if Ambassador breaches any provision of this Agreement, engages in conduct that is harmful to Bloom360's reputation, or violates any applicable law.

(d) Effect of Termination. Upon termination, (i) Ambassador's Ambassador Code will be deactivated, (ii) Ambassador shall immediately cease all promotional activities and use of Bloom360's intellectual property, and (iii) Bloom360 will pay any commissions earned for Qualified Referrals that occurred prior to the termination date, subject to the clawback provision in Section 4(d). No commissions will be earned for referrals occurring after termination.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.

(b) Mandatory Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, shall be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator in Wayne County, Michigan. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction located in Wayne County, Michigan.

(c) Class Action Waiver. Ambassador agrees that any arbitration or proceeding shall be conducted on an individual basis only and not as a class action, collective action, or representative action. Ambassador waives any right to participate in any class, collective, or representative proceeding against Bloom360.

(d) Costs. Each party shall bear its own attorneys' fees and costs in connection with any arbitration, except that the prevailing party in any arbitration shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

(e) Injunctive Relief. Notwithstanding the foregoing, Bloom360 may seek injunctive or other equitable relief in any court of competent jurisdiction located in Wayne County, Michigan to protect its intellectual property, Confidential Information, or goodwill without first submitting to arbitration.

(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether written or oral.

(b) Amendment. Bloom360 may amend the terms of this Agreement or the Program at any time by providing Ambassador with written notice (including by email). Continued participation in the Program following notice of any amendment constitutes acceptance of the amended terms.

(c) Assignment. Ambassador may not assign or transfer this Agreement or any rights or obligations hereunder without Bloom360's prior written consent. Bloom360 may assign this Agreement without restriction.

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

(e) Notices. All notices under this Agreement shall be in writing and delivered by email to the addresses provided by each party during enrollment.

(f) Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.

(g) Survival. Sections 8, 9, 10, 11, 12, 13, 15, and 16 shall survive termination of this Agreement.