Medera Global Health Management Service Affiliate Agreement

Version Effective Date: December 03, 2025

Important Note: This Agreement is executed in Chinese and English. Both language versions shall have equal legal effect. In the event of any discrepancy between the two versions, the Chinese version shall prevail. To view the original Chinese version of this Agreement, please visit: 《美德瑞国际健康管理服务推广合作协议》（中文版）

This Medera Global Health Management Service Affiliate Agreement (hereinafter referred to as “this Agreement“) is entered into by and between Medera Medical Group (hereinafter referred to as “Medera” or the “Platform“) and the individual or institution applying to join or already participating in this Affiliate Program (hereinafter referred to as the “Affiliate” or “You“).

By clicking “Agree” or by participating in the Affiliate Program, You are deemed to have read, understood, and accepted all terms and conditions of this Agreement. This Agreement is legally binding.

Article 1: Definitions

Unless otherwise agreed in this Agreement, the following terms shall have the following meanings:

Affiliate: Refers to a natural person or institution that has registered through the Platform, passed the review, and participates in this Affiliate Program.
Referred User: A client who successfully purchases a Service Package on the Platform for the first time through the promotion link, promotion code, or other methods recognized by the Platform provided by the Affiliate.
Service Package: A combination of non-medical services provided by the Platform around the process of traveling to China for medical purposes, which can be broken down into multiple functional modules, and which Users may purchase in combination according to their needs. This includes but is not limited to:
- Core Product (Mandatory): Care pathway planning and appointment coordination services for medical visits to China. The main content includes sorting out the User’s needs, explaining the care pathway, communicating with the target medical institution regarding appointments, coordinating schedules, and confirming appointments. It does not involve specific medical diagnosis or treatment decisions.
- Pre-Travel Add-on Services: Value-added services provided around pre-travel preparation, process explanation, and informational reminders prior to traveling to China for medical purposes.
- On-Site Support Add-on Services: Value-added services providing accompaniment and assistance during the User’s visit to the hospital in China, limited to process-related companionship and general assistance and not involving any medical operations or medical advice.
- Document and Translation Add-on Services: Including but not limited to organization of medical records, translation, and handling of documents related to medical visits.
- Family Companion Add-on Services: Including but not limited to local daily-life and basic coordination support for family members accompanying the User during the User’s medical visit in China.
- Follow-up Care Add-on Services: Including but not limited to extended services after the User returns home, such as follow-up related to medical visits, communication and coordination, and health care reminders.
Valid First Order: Refers to the Service Package order purchased by a Referred User for their their medical visit to China for the first time and which has entered the actual performance process. Such Valid First Order is unique and counted only once.
Commission Base: Refers to the Final Net Revenue that can be included in the commission calculation as agreed in this Agreement after the Platform completes the performance of all relevant services and refund processing for a Referred User’s current medical treatment service in China. This net revenue includes the service fees for the performed part, deducting the amount refunded to the user due to non-performance or cancellation.
Statistical Period: Refers to a period of 12 consecutive calendar months starting from the date when the Affiliate generates their first Valid First Order, used to calculate the accumulated number of Valid First Orders and the corresponding commission tier of the Affiliate within that period.

Article 2: Rules for Determination of Valid First Order

Based on User’s “Single Medical Trip Requirement”: After a referral relationship is established in the Platform, the Service Package order purchased by the Referred User for the first time for medical visit to China and entering the performance process shall be their sole Valid First Order. This Valid First Order can only be calculated once and will not be generated repeatedly due to the user’s future medical visits or re-purchase of Service Packages.
Additional Purchases Do Not Constitute New Valid First Orders: Any modules (such as extra accompaniment days, extra translation pages, or other value-added services) purchased additionally by the user for the same medical process after the Valid First Order shall be deemed as extended orders and shall not be repeatedly counted as new first orders.
Subsequent Medical Requirements Do Not Generate New Valid First Orders: Even if the user purchases Service Packages again in the future due to new medical needs, including orders for new core service packages or value-added service packages, such purchases shall be deemed as repeat purchases based on the original referral relationship, and will neither generate a new Valid First Order nor be included in the accumulated number of Valid First Orders of the Affiliate.
Persistence of Referral Relationship: Once established, the referral relationship between the Referred User and the Affiliate will remain valid in the Platform for purposes such as commission attribution and client management, but it is only used for relationship identification and will not result in new first order calculations.
Determination of Self-Referral and Related User Orders: If the Referred User is determined, through reasonable means, to be the Affiliate themselves, or has an obvious related relationship with the Affiliate (including but not limited to spouses or immediate family members using the same or highly associated mobile numbers, email addresses, payment accounts, receiving accounts, ID numbers, or long-term shared contact addresses), such order shall not be recognized as a Valid First Order, shall not generate commission, and shall not be included in the accumulated number of Valid First Orders of the Affiliate. The Platform has the right to make independent judgments on “Related Users” based on its own risk control rules.

Article 3: Eligibility and Application

The Affiliate must submit true, accurate, and complete application information through the channels designated by the Platform, and may participate in this promotion cooperation program only after being approved by the Platform.
The Affiliate may be a natural person or an entity:
- A natural person shall be at least 18 years of age and possess full capacity for civil conduct;
- An entity shall have legal existence qualifications and necessary operational or service capabilities.
If the Affiliate is found to have provided false information, engaged in irregular promotion, or damaged the interests of the Platform and its partners, the Platform has the right to reject the application, freeze the account, or cancel their cooperation qualification.

Article 4: Promotion Mechanism and Binding Rules

Establishment of Referral Relationship: After a Referred User completes the first Service Package purchase through the promotion link, promotion code, or other methods recognized by the Platform provided by the Affiliate, it is deemed that a referral relationship has been established between the user and the Affiliate, and the user is bound to the Affiliate.
Attribution Priority: When the same user has multiple sources, the attribution priority of this cooperation program is: Promotion Code/Coupon Code > The most recent valid click on the Promotion Link.
Uniqueness Principle: The first Service Package purchase by the same user (identified by unique information such as mobile number, email, payment account, ID information, etc.) on the Platform counts as only one Valid First Order, corresponding to a unique Affiliate.
Commission Coverage: Commission is generated only for the first purchase behavior of the Referred User regarding the Service Package related to their current medical treatment in China. Unless otherwise agreed by the Platform in writing, commission will not be repeatedly calculated for the user’s subsequent re-purchases, upgrades, or additional Service Package purchases.
Prohibition of Self-Referral and Self-Purchase Rebates: The Affiliate shall not use their own promotion link, promotion code, or coupon code for orders where they are the purchaser, nor shall they place orders as an obviously related user (including but not limited to spouses, immediate family members, or natural persons using the same contact information or payment account) to obtain commissions. The aforementioned orders do not generate commission, are not counted as Valid First Orders, and the Platform has the right to directly cancel the commission attribution of relevant orders and mark them for risk.

Article 5: Commission Calculation and Payment

5.1 Commission Trigger Conditions

The trigger of commission is premised on the full performance completion of the “Service Package related to medical visit to China” purchased by the Referred User during their current medical process.
“Service Package related to medical visit to China” includes:
- The mandatory core service package for care pathway planning and appointment coordination;
- Pre-travel add-on services, if purchased by the User;
- On-site reception add-on services in China, if purchased by the User;
- Medical document and translation add-on services, if purchased by the User;
- Family companion add-on services, if purchased by the User.
When the last service agreed within the last Service Package among the above Service Packages is fully and actually performed, it shall be deemed that the user’s current medical visit to China has been fulfilled, and the commission trigger condition is met.
“Follow-up care add-on services” belongs to extended value-added services and serves as supplementary support for the current medical journey to China, but it is not included in the service scope for commission triggers. Whether its revenue is included in the Commission Base depends on the commission policy separately formulated by the Platform.

5.2 Commission Base (Final Net Revenue Principle)

The Commission Base adopts the “Final Net Revenue” principle, based on the net revenue amount actually confirmed by the Platform after the Referred User completes all performance of the Service Packages related to medical visit to China and completes the expense settlement before returning to their home country.
The Commission Base includes:
- Fees actually paid by the user and non-refundable for the “Care pathway planning and appointment coordination” core Service Package (including deposit and other agreed non-refundable parts);
- Fees paid by the User for performed portions of add-on service packages such as “pre-travel add-on services”, “on-site support add-on”, “document and translation add-on”, “family companion add-on”;
- Deducting the refund amount obtained by the user due to non-performance or cancellation of the above add-on Service Packages.
For “Follow-up care add-on” services that are not included in the commission trigger conditions, whether the revenue generated therefrom is included in the Commission Base may be separately agreed upon by the Platform in a separate commission policy. If not explicitly agreed, it defaults to not being included in the Commission Base.

5.3 Commission Tier Policy

The Affiliate’s commission rate is linked to the accumulated number of Valid First Orders brought by them within a single Statistical Period. The Platform will formulate specific tier rates based on the business strategy of the current period and publish them through the “Commission Policy” or backend announcements, subject to the version effective at that time.
The Statistical Period is 12 calendar months, calculated from the date the Affiliate generates their first Valid First Order.
Reset Rule: After each Statistical Period ends, the Affiliate’s accumulated number of Valid First Orders resets to zero, and the commission tier for the next cycle is recalculated.
No Rollback Rule: Within the same Statistical Period, once an Affiliate achieves a certain commission tier, that tier applies until the end of this period. Even if subsequent order refunds or adjustments occur, the Affiliate’s tier rate for the current period will not be adjusted downwards (however, the actual commission amount for a single order will be recalculated according to this Article).

5.4 Commission Calculation Formula

Under the premise of meeting the commission trigger conditions, the accrued commission for the corresponding order of a single Referred User is:

Commission Base = Amount Paid by User – Refund Amount
Accrued Commission = Commission Base × Current Tier Rate of the Affiliate

5.5 Commission Payment Cycle

Within a certain period (e.g., T+30 days, subject to Platform announcements) after the commission trigger conditions are met and the Platform completes the final order accounting, the Platform will pay the Accrued Commission part to the Affiliate.

5.6 Payment Method, Fee Bearing, and Taxation

The Affiliate shall provide true, legal, and valid receiving account information as required by the Platform and update it in a timely manner. The Affiliate shall bear the responsibility for any delay, return, or failure of commission payment caused by false, incomplete, or untimely updated information provided by the Affiliate.
Corresponding taxes and fees arising from commission income shall be declared and paid by the Affiliate independently in accordance with applicable laws and regulations. The Platform may withhold and pay relevant taxes and fees in accordance with laws, regulations, or regulatory requirements.
Commission payment methods currently supported by the Platform include but are not limited to:
- Bank transfer in RMB to bank accounts within China;
- Payment to the account designated by the Affiliate through overseas payment institutions recognized by the Platform (such as PayPal, etc.).
- The Platform reserves the right to adjust or limit available payment methods based on the Affiliate’s country/region, regulatory requirements, technical conditions, and its own business arrangements.
The Affiliate understands and agrees that some payment methods (especially cross-border payment methods) may require the Affiliate to provide additional identity documents, account proofs, or compliance documents as required by banks or payment institutions. If the Affiliate fails to cooperate in providing such documents as required, the Platform has the right to suspend commission payment until the relevant review is completed.
In the event of cross-border remittance or currency conversion, exchange differences, handling fees, and other expenses arising from factors not reasonably controllable by the Platform, such as real-time exchange rate fluctuations and different fee standards of domestic and foreign banks or payment institutions, shall be borne by the Affiliate independently, unless otherwise mandatorily provided by laws and regulations. The Platform will record the paid commission according to the amount actually paid out, and such difference does not constitute a reason for the Platform’s breach of contract or requirement for additional compensation.
The Platform will assist the Affiliate in inquiry and communication within a reasonable range regarding fund freezing, return, or delay in arrival caused by risk control, technical failures, or compliance reviews of banks, payment institutions, or international clearing networks, but assumes no liability for time delays or indirect losses caused thereby.

5.7 Commission Handling for Self-Referral Orders

For orders determined by the Platform to belong to the Affiliate themselves or their related users placed through the Affiliate’s promotion link, promotion code, or coupon code, the Platform has the right to exclude such orders from the commission calculation scope, generate no commission, and not count them in the number of Valid First Orders.
If the aforementioned orders have already formed commission records in the system, the Platform has the right to reduce, write off, or not settle the relevant commission; for parts already paid, the Platform may require the Affiliate to return them or deduct them directly from the subsequent commissions payable to the Affiliate.

Article 6: Affiliate Obligations

The Affiliate must abide by applicable laws and regulations and relevant Platform policies during this program, and shall not engage in false advertising, exaggerated promises, or misleading marketing behaviors. Absolute or efficacy-promising expressions such as “guaranteed cure” or “cures all diseases” are strictly prohibited.
The Affiliate may only introduce the service content, process explanation, and usage method of the Service Package to users, and shall not provide any form of medical advice or diagnostic opinions to users, nor make expressions similar to “recommendation” or “guarantee” regarding specific medical acts, medical institutions, or doctors.
The Affiliate shall not use the Platform’s trademarks, logos, brand images, etc., without authorization. Written authorization from the Platform must be obtained for any such use.
The Affiliate shall not induce users to purchase Service Packages through cashbacks, cash subsidies, implicit promises, etc.
The Affiliate shall not generate, forge, or disseminate coupons, discount codes, rebate information, or other promotional content not authorized in writing by the Platform.
The Affiliate shall properly keep their promotion code, promotion link, and account information, and shall not rent, lend, sell, or otherwise use them in violation of regulations.
User information and Platform information obtained by the Affiliate during the promotion process shall be kept strictly confidential and shall not be used for purposes other than this Agreement.
The Affiliate shall bear full responsibility for user complaints, regulatory risks, or losses suffered by the Platform caused by the Affiliate’s violations. The Platform has the right to immediately terminate cooperation, cancel their unpaid commissions, and blacklist them.
Once the Affiliate’s cooperation is terminated by the Platform due to serious violations, the Platform has the right to blacklist them and permanently prohibit them from applying for or participating in this promotion program again.
The Affiliate shall not obtain commissions through self-referral, mutual recommendation among related accounts, fictitious users, or other disguised means. Once the aforementioned behaviors are discovered, the Platform has the right to cancel the commission of relevant orders and take measures such as suspending settlement, terminating cooperation, and pursuing losses depending on the severity of the circumstances.

Article 7: Anti-Money Laundering and Compliance Obligations

All actions of both parties under this promotion cooperation program shall comply with applicable laws, regulations, and regulatory provisions regarding anti-money laundering (AML), counter-terrorist financing (CTF), anti-telecom and online fraud, and other financial compliance matters.
The Affiliate undertakes not to use this promotion cooperation program or any cooperation relationship formed under this Agreement to engage in activities including but not limited to the following:
- Acting as an agent for others to receive abnormal payments, split payments, or quickly transfer funds out after frequent receipts, and other behaviors suspected of money laundering, cashing out, or evading regulation;
- Defrauding or obtaining commissions through fictitious transactions, fictitious Referred Users, scalping (brushing), wash trading, etc.;
- Assisting others in using funds of unknown origin to participate in promotion cooperation or pay service fees;
- Using accounts, tools, or paths that are obviously inconsistent with their identity, residence, or business situation to receive commissions;
- Providing accounts, collection channels, or other conveniences for others to conduct fund transactions suspected of illegal crimes;
- Other behaviors that may be deemed as violating AML, CTF, and relevant financial regulatory provisions.
The Platform has the right to conduct risk reviews on the Affiliate and relevant transactions and commission settlements based on reasonable suspicion or risk control needs, including but not limited to:
- Requiring the Affiliate to supplement or update identity information, contact information, receiving account proofs, and other materials;
- Suspending, verifying, or refusing payment for abnormal transactions or abnormal commission settlements;
- Reporting relevant clues to banks, payment institutions, or competent regulatory authorities according to law, or cooperating with their investigations upon discovery of suspected violations.
If the Affiliate violates the agreements in this Article or is suspected of participating in illegal activities, the Platform has the right to take measures depending on the severity of the circumstances, including but not limited to suspending settlement, freezing commissions, terminating this Agreement, canceling cooperation qualifications, and blacklisting. The Affiliate shall be liable for full compensation for any losses caused to the Platform. The aforementioned measures taken by the Platform in accordance with laws, regulations, and regulatory requirements shall not be deemed as a breach of contract.
With respect to funds identified by banks, payment institutions, or competent authorities as high-risk or suspected of violation, the Platform shall be entitled, in accordance with laws, regulations, and regulatory requirements, to freeze, return, or otherwise handle such funds. If the Affiliate is unable or delayed in receiving commissions as a result, the Platform shall not bear any liability for breach of contract or compensation.

Article 8: Limitation of Liability

Legal liabilities, complaints, disputes, or losses caused by the Affiliate’s own reasons shall be borne by the Affiliate independently and are unrelated to the Platform.
The Platform shall not be liable for compensation if commission calculation or payment is delayed or program are affected due to force majeure or non-Platform reasons (including but not limited to network failures, third-party service abnormalities, policy changes, etc.), but shall make reasonable efforts to reduce adverse effects.
Unless otherwise mandatorily provided by law, the total liability assumed by the Platform to the Affiliate regarding this promotion cooperation program is limited to the total amount of commission actually paid to that Affiliate.

Article 9: Confidentiality and Data Protection

Both parties shall keep confidential the non-public information of the other party and users obtained during the cooperation process, and shall not disclose it to any third party without legal authorization. This confidentiality obligation shall not be lifted due to the termination of this Agreement.
Both parties shall comply with applicable personal information protection laws and regulations and the Platform’s privacy policy when processing user personal information, and shall not collect user information beyond the scope or abuse it.

Article 10: Term and Termination

This Agreement becomes effective from the date the Affiliate clicks to confirm online or actually participates in promotion activities, with an initial validity period of one year. If neither party explicitly proposes termination, this Agreement shall be automatically extended.
The Affiliate may apply to withdraw from the promotion cooperation program according to Platform rules. Settled commissions are not affected, and unsettled parts shall be handled according to relevant clauses of this Agreement.
If the Affiliate commits a serious breach of contract or violation of laws and regulations, the Platform has the right to immediately terminate this Agreement, cancel all their unpaid commissions, and may blacklist them and permanently refuse their re-participation.

Article 11: Governing Law and Dispute Resolution

The conclusion, performance, interpretation, and dispute resolution of this Agreement shall be governed by the laws of the Mainland of the People’s Republic of China (excluding conflict of laws rules).
Any dispute arising from or in connection with this Agreement shall be first settled through friendly negotiation between the parties. If negotiation fails, either party has the right to submit the dispute to the People’s Court having jurisdiction at the domicile of Medera for litigation. If there are mandatory provisions in foreign-related or cross-border services, such provisions shall prevail.

Article 12: Special Disclaimer

The scope of this Affiliate Program is strictly limited to the Service Package products provided by the Platform, excluding recommendations for specific medical acts, medical plans, a certain medical institution, or a certain doctor.
Medical diagnosis and treatment acts are independently implemented by the hospitals and practicing physicians where the patient visits. Neither the Platform nor the Affiliate makes any guarantee or promise regarding any specific diagnosis and treatment results.
The Platform has clearly required the Affiliate not to express or imply medical effects, cure rates, or similar promises in any form during the promotion process. Any such expressions are the personal behavior of the Affiliate, and the Affiliate shall bear all legal liabilities independently.

Article 13: Miscellaneous

Force Majeure: If a party is unable to fulfill the obligations of this Agreement due to force majeure such as natural disasters, wars, major infectious disease epidemics, or policy adjustments, the affected party does not constitute a breach of contract but shall notify the other party in time and provide relevant proofs within a reasonable period.
Amendment: The Platform reserves the right to modify the terms of this Agreement at any time and publish them through the official website or backend announcements. If the Affiliate does not agree with the modified content, they may apply to terminate the cooperation; if they do not apply for termination and continue to participate in the promotion, it is deemed that they accept the modified Agreement.
Validity: This Agreement is concluded through online clicking for confirmation, page checking, or other electronic means, and has the same legal force as a written contract text.