This Independent Contractor Agreement (“Agreement”) is entered into by and between Celara Med LLC (“Company”) and the undersigned Independent Contractor (“Contractor”).
By electronically signing this Agreement, Contractor is applying for authorization to participate as an independent marketing partner for Celara Med’s approved programs, services, and business opportunities.
By executing this Agreement, Contractor acknowledges that they have read, understood, and agree to all terms herein, including any incorporated Company Policies and Compliance Guidelines.
Celara Med reserves the right to accept or reject any application at its sole discretion within five (5) business days.
1. Enrollment & Fees
To activate a Contractor account, a non-commissionable enrollment fee of $99.00 is required (or such promotional rate as may be offered).
A $7 monthly technology access fee applies for continued access to:
- Contractor back-office systems
- Marketing resources
- Compliance tools
- Reporting dashboards
- Platform infrastructure
These fees are administrative and provide access to the Celara Med platform. Payment of these fees does not guarantee income, commissions, or financial success.
2. Eligibility
Contractor certifies that:
- They are at least eighteen (18) years of age.
- They are legally authorized to work in the United States.
- They have not been convicted of a felony involving fraud, financial misconduct, or healthcare violations.
- They agree to comply with all applicable federal and state marketing, advertising, and healthcare laws.
3. Term & Renewal
This Agreement is effective upon acceptance and remains in force for one (1) year unless terminated earlier.
The Agreement may renew annually upon continued compliance with Company policies and payment of required fees.
4. Termination
Celara Med may terminate this Agreement immediately if Contractor:
- Violates Company policies
- Makes unauthorized medical, therapeutic, or income claims
- Engages in misleading or deceptive marketing
- Represents themselves as a healthcare provider without proper licensure
- Fails to comply with applicable laws
The Company may also terminate this Agreement if it discontinues operations or modifies its business model.
Contractor may cancel at any time by submitting written notice to:
Upon termination:
- Contractor forfeits eligibility for future commissions
- Contractor may not represent themselves as affiliated with Celara Med
- Accrued, properly earned commissions (if any) will be paid according to Company policy
5. Independent Contractor Status
Contractor is an independent contractor and not an employee, agent, partner, or legal representative of Celara Med.
Contractor:
- Controls their own schedule and marketing efforts
- Is responsible for their own business expenses
- Is solely responsible for tax reporting and payment
- Will receive IRS Form 1099-NEC for compensation paid during the calendar year
- Consents to electronic delivery of tax forms
Nothing in this Agreement creates an employer-employee relationship.
6. Medical & Compliance Disclaimer
Celara Med LLC operates as a Management Services Organization (MSO). Clinical services are provided exclusively by licensed healthcare professionals operating under independent Professional Corporations where applicable.
Contractor agrees:
- They are not authorized to provide medical advice
- They will not diagnose, treat, or prescribe
- They will not guarantee medical outcomes
- They will not represent themselves as a healthcare provider unless properly licensed and authorized
- They will not make therapeutic or curative claims beyond those contained in official Company materials
All medical decisions are made exclusively by licensed providers.
7. Income & Earnings Disclaimer
Contractor acknowledges:
- There are no guarantees of income.
- Earnings vary based on individual effort, experience, marketing skill, and market conditions.
- Celara Med does not represent that participation will result in specific financial outcomes.
Participation involves business risk.
The Company does not promote “get rich quick” schemes.
8. Marketing Standards
Contractor agrees to:
- Use only Company-approved marketing materials
- Avoid false, misleading, or unsubstantiated health claims
- Avoid prohibited claims under FDA, FTC, or state regulations
- Present compensation structures accurately and in full context
- Direct prospects to review official disclosures
Violation of marketing standards may result in immediate termination.
9. Proprietary Information
Contractor acknowledges that the following constitute proprietary trade secrets of Celara Med:
- Customer lists
- Contractor lists
- Compensation structures
- Marketing systems
- Training materials
- Back-office data
- Sponsorship structures
Such information may not be copied, distributed, or used outside the scope of this Agreement.
10. Media & Content Consent
Contractor grants Celara Med permission to use:
- Photographs
- Video recordings
- Testimonials
- Marketing content
for lawful promotional purposes without additional compensation.
11. Governing Law
This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.
12. Dispute Resolution
All disputes shall be resolved exclusively through binding arbitration pursuant to:
- The Federal Arbitration Act
- The Commercial Arbitration Rules of the American Arbitration Association
Contractor agrees:
- Not to initiate or participate in class action proceedings
- That arbitration is the sole and exclusive remedy
This provision survives termination of the Agreement.
13. Limitation Period
Any claim against the Company must be brought within one (1) year from the date of the alleged conduct giving rise to the claim.
Contractor waives any longer statute of limitations.
14. Notice of Right to Cancel
Contractor may request a refund of the enrollment fee within THREE (3) business days of enrollment.
Requests must be sent to:
Refunds (less any services rendered) will be issued within seven (7) business days of receipt.
15. Electronic W-9 Certification
Under penalty of perjury, Contractor certifies:
- The Taxpayer Identification Number provided is correct.
- They are not subject to backup withholding.
- They are a U.S. person.
16. Entire Agreement
This Agreement, together with incorporated Company policies, constitutes the entire agreement between Contractor and Celara Med LLC and supersedes all prior communications or representations.
Electronic Signature
By signing electronically, Contractor acknowledges that they have read, understood, and agree to be legally bound by this Agreement.