AFFILIATE PROGRAM AGREEMENT
This Affiliate Program Agreement "Agreement" is entered into as of the date accepted electronically, signed, or otherwise agreed to by Affiliate "Effective Date", by and between Peptide Tech LLC, a limited liability company "Company", "Peptide Tech", "we", "us", or "our", and the individual or entity accepted into the Peptide Tech affiliate program "Affiliate", "you", or "your".
By applying for, accepting participation in, using a coupon code, using a referral URL, promoting Company, or accepting any commission payment, Affiliate agrees to be bound by this Agreement.
1. Purpose
Company operates an affiliate referral program through which approved affiliates may earn commission on qualifying customer purchases of products or services offered by Peptide Tech LLC when those purchases are properly tracked through an approved coupon code and/or referral URL issued by Company.
This Agreement is intended to protect Peptide Tech LLC from legal, financial, ethical, reputational, regulatory, payment-processing, platform, chargeback, refund, advertising, and customer-related risks caused or contributed to by Affiliate's conduct.
2. Definitions
"Affiliate" means the person or business approved by Company to promote Company's products or services under this Agreement.
"Affiliate Link" or "Referral URL" means a unique tracking link issued or approved by Company.
"Coupon Code" means a unique promotional code issued or approved by Company for tracking Affiliate referrals.
"Customer" means a purchaser or prospective purchaser of Company products or services.
"Qualifying Sale" means a completed sale of a Company product or service that is actually paid by the Customer, properly tracked to Affiliate through Company's tracking system by Coupon Code and/or Referral URL, not fraudulent, not cancelled, not refunded, not charged back, not reversed, not disputed, not generated in violation of this Agreement, and accepted by Company as eligible for commission.
"Net Subtotal" means the subtotal amount actually received by Company for a Qualifying Sale after discounts, coupons, credits, adjustments, cancellations, refunds, reversals, chargebacks, and similar reductions, excluding shipping, taxes, duties, tariffs, handling charges, payment processing fees, service fees, platform fees, insurance fees, regulatory fees, convenience fees, and any other fees or amounts not retained by Company as product or service revenue.
"Commission" means the percentage of Net Subtotal approved by Company in writing, in the affiliate dashboard, or in a separate commission schedule.
"Program Materials" means Company-approved trademarks, logos, graphics, product descriptions, copy, images, links, coupon codes, disclosures, and other materials provided or approved by Company for Affiliate's use.
3. Enrollment and Approval
Participation in the affiliate program is by Company approval only. Company may approve, reject, suspend, or terminate any Affiliate at any time, with or without cause.
Affiliate must provide accurate, complete, and current information, including legal name, business name if applicable, address, tax documentation, payment information, websites, social media accounts, traffic sources, advertising channels, and any other information requested by Company.
Affiliate may not participate using false identities, shell entities, misleading account information, fake traffic sources, undisclosed sub-affiliates, or unauthorized third parties.
Company may require Affiliate to complete compliance training, submit marketing materials for review, provide tax documentation, identify all promotional channels, or certify compliance before commissions become payable.
4. Independent Contractor Relationship
Affiliate is an independent contractor and is not an employee, agent, partner, legal representative, franchisee, joint venturer, broker, distributor, reseller, fiduciary, or authorized representative of Company.
Affiliate has no authority to bind Company, make promises on behalf of Company, modify Company policies, accept payments for Company, provide warranties, issue refunds, approve returns, offer medical or legal advice on behalf of Company, or represent that Affiliate is part of Company.
Affiliate is solely responsible for Affiliate's own business expenses, taxes, insurance, equipment, employees, contractors, agents, marketing tools, advertising accounts, and compliance obligations.
5. Commission Rate
Affiliate will be paid a commission equal to the percentage approved by Company in writing, in the affiliate dashboard, or in an applicable commission schedule.
Unless otherwise stated in writing by Company, commission is calculated only on the Net Subtotal of Qualifying Sales.
No commission will be paid on shipping, taxes, duties, tariffs, handling charges, payment processing fees, service fees, platform fees, convenience fees, regulatory fees, insurance fees, or any other fees.
No commission is earned until Company determines, in its sole reasonable discretion, that the sale is a Qualifying Sale.
5A. Two-Tier Referral Override (Downline Commissions)
Company may, in its sole discretion, operate a two-tier referral structure. If Affiliate refers another person or entity who is separately approved by Company as an affiliate (a "Referred Affiliate"), Affiliate may earn a referral override commission on the Net Subtotal of the Referred Affiliate's Qualifying Sales.
The override commission rate is the percentage set by Company in writing or in the affiliate dashboard (currently five percent (5%)). Company may change, reduce, or discontinue the override rate or the two-tier structure at any time, prospectively, in its sole discretion. The override rate in effect at the time a Qualifying Sale is captured controls for that sale.
The override is paid by Company and is in addition to the Referred Affiliate's own commission. It is not deducted from, and does not reduce, the Referred Affiliate's commission.
The override is earned only on actual Qualifying Sales of Company products to bona fide customers. No compensation of any kind is paid for enrolling, recruiting, or sponsoring affiliates, for the act of referring an affiliate, or for any payment, fee, or purchase made by a Referred Affiliate to obtain or maintain affiliate status. This is not a multi-level marketing, matrix, binary, or pyramid program.
The referral structure is limited to two tiers. Affiliate earns an override only on the Qualifying Sales of Affiliates whom Affiliate directly referred and who are linked to Affiliate in Company's records. No override, bonus, or commission of any kind is paid on any further, indirect, or lower tier.
Each override commission is subject to all of the same terms, conditions, exclusions, determinations, and adjustments that apply to Affiliate's own commission, including without limitation Qualifying Sale determination (Sections 5 and 7), the T+20 rolling maturation schedule (Section 8), the minimum payout (Section 9), compliance holds and reserves (Section 27), the refund, chargeback, reversal, and $75 occurrence-fee and clawback provisions (Section 11), negative balance and setoff (Section 28), and the requirement that Affiliate be active, in good standing, and a current signatory to this Agreement. If a Referred Affiliate's underlying sale is refunded, charged back, reversed, canceled, or determined not to be a Qualifying Sale, the corresponding override is reversed and may be clawed back on the same basis as a direct commission.
No override is earned on a sale to or by Affiliate or the Referred Affiliate themselves, or on any sale that is self-referred, fraudulent, or otherwise excluded under this Agreement. Company's records of which Affiliate referred which Referred Affiliate are controlling, absent clear and manifest error.
6. Tracking by Coupon Code and/or Referral URL
Affiliate referrals may be tracked by Coupon Code, Referral URL, or both, as determined by Company.
Company's tracking system and internal records are the sole and controlling basis for determining whether a sale is attributable to Affiliate, absent clear and manifest error.
Affiliate is responsible for ensuring that Affiliate's Coupon Code and Referral URL are used properly. Company is not responsible for tracking failures caused by deleted cookies, blocked cookies, browser settings, privacy tools, ad blockers, user error, broken links, improper formatting, incorrect codes, platform restrictions, third-party software, fraud filters, attribution conflicts, or Affiliate's failure to use approved tracking methods.
Company may deny commission for any sale that is not properly tracked, is attributed to another affiliate or marketing channel, is self-referred, is fraudulent, violates this Agreement, or is otherwise ineligible.
Company may change tracking systems, attribution methods, cookie windows, coupon codes, referral URLs, commission rules, and program technology at any time.
7. Qualifying Sales and Exclusions
A sale is not commissionable unless it is a Qualifying Sale.
Company may deny, reverse, hold, offset, or cancel commissions for any of the following:
a. Refunds, returns, cancellations, reversals, chargebacks, payment disputes, declined payments, failed payments, suspected fraud, or unauthorized transactions.
b. Sales generated through deceptive, unlawful, unethical, misleading, high-risk, or prohibited marketing practices.
c. Sales generated through spam, unsolicited messages, fake reviews, fake testimonials, false claims, fake scarcity, misleading coupons, unauthorized ads, bots, forced clicks, cookie stuffing, adware, spyware, malware, browser extensions, iframe stuffing, link hijacking, domain spoofing, trademark bidding, or any manipulation of tracking technology.
d. Sales to Affiliate, Affiliate's own company, Affiliate's employees, Affiliate's contractors, Affiliate's family members, or accounts controlled by Affiliate, unless Company gives prior written approval.
e. Sales generated by unauthorized coupon sites, deal sites, loyalty sites, rebate sites, browser extensions, paid search campaigns, or third-party traffic networks.
f. Sales generated by sub-affiliates, influencers, contractors, media buyers, agencies, or lead vendors not disclosed to and approved by Company in writing.
g. Orders that Company rejects, cancels, flags, blocks, refuses, or determines to be noncompliant, suspicious, abusive, unethical, or high risk.
h. Orders involving prohibited jurisdictions, sanctioned parties, export-controlled activity, unlawful resale, unauthorized redistribution, or misuse of Company products or services.
8. Payout Timing: T+20 Rolling
Approved commissions are calculated on a rolling T+20 basis.
For purposes of this Agreement, "T" means the date on which Company captures payment for a potentially commissionable order, unless Company designates another transaction date in the affiliate dashboard or commission schedule.
A commission becomes eligible for payout no earlier than twenty calendar days after T, provided that all of the following conditions are satisfied:
a. The sale is a Qualifying Sale.
b. Company has received and retained payment.
c. The order has not been refunded, cancelled, reversed, disputed, or charged back.
d. Affiliate is in full compliance with this Agreement.
e. Affiliate has provided all required tax forms and payment information.
f. Affiliate's payable commission balance is at least $100 USD.
g. No fraud, chargeback, refund, compliance, legal, regulatory, customer, or payment-processing review is pending.
Company may issue payments in scheduled payout batches after commissions become eligible. T+20 does not guarantee payment exactly on the twentieth day.
9. Minimum Payout
The minimum payout threshold is $100 USD.
If Affiliate's approved payable balance is less than $100 USD, the balance will roll forward until the threshold is reached, subject to this Agreement.
Company is not required to issue any payment below $100 USD unless Company chooses to do so in writing.
10. Payment Method, Taxes, and Fees
Payments will be made in U.S. dollars by the payment method selected or approved by Company.
Affiliate is solely responsible for all taxes, tax filings, tax forms, reporting obligations, bank fees, payment platform fees, currency conversion fees, and other charges associated with commission payments.
Company may require Affiliate to provide a completed IRS Form W-9, W-8BEN, W-8BEN-E, or other applicable tax documentation before paying commissions.
Company may withhold payments if Affiliate fails to provide required documentation, provides inaccurate information, is under compliance review, or has a negative commission balance.
11. Refunds, Chargebacks, Reversals, and $75 Occurrence Fee
Affiliate bears the economic risk of refunds, cancellations, reversals, chargebacks, payment disputes, and customer claims arising from or associated with Affiliate's referrals.
For any refund, chargeback, payment reversal, cancellation, disputed transaction, returned payment, fraud event, or similar occurrence involving a Customer referred by Affiliate, Company may deduct from Affiliate's commission balance:
a. The full commission previously credited or paid on the affected sale, or the applicable pro rata portion for partial refunds; plus
b. A $75 USD administrative fee per occurrence.
The $75 fee applies to each separate refund, chargeback, dispute, reversal, cancellation, returned payment, or similar event, to the maximum extent permitted by law.
If deductions create a negative balance, Company may offset the negative balance against future commissions. Company may also invoice Affiliate for the negative balance, and Affiliate must pay the invoice within ten calendar days.
Affiliate is responsible for any additional losses, fees, penalties, processor charges, legal fees, collection costs, customer concessions, platform penalties, regulatory costs, or damages caused by Affiliate's conduct or referrals.
Company may withhold commissions, create a reserve, delay payment, suspend Affiliate, or terminate Affiliate if Affiliate's referrals produce elevated refunds, chargebacks, complaints, compliance concerns, suspicious traffic, or reputational risk.
12. Compliance With All Laws
Affiliate must comply with all applicable federal, state, local, municipal, foreign, and international laws, rules, regulations, orders, guidance, industry standards, platform policies, advertising rules, consumer-protection laws, privacy laws, data-security laws, anti-spam laws, telemarketing laws, health-product marketing rules, intellectual-property laws, export laws, sanctions laws, and ethical standards.
Affiliate's compliance obligations include, where applicable, the FTC Act, FTC Endorsement Guides, CAN-SPAM Act, Telephone Consumer Protection Act, state telemarketing and privacy laws, FDA laws and regulations, FTC health-product advertising standards, consumer-protection laws, unfair and deceptive acts and practices laws, platform advertising rules, email marketing rules, SMS marketing rules, data privacy laws, anti-bribery laws, anti-kickback laws, and all equivalent state, local, or foreign laws.
Affiliate must not do anything that could expose Company to legal, financial, regulatory, ethical, reputational, payment-processing, platform, customer, or operational risk.
13. Affiliate Bears Risk of Marketing Practices
Affiliate is solely responsible for all marketing practices, advertising channels, claims, statements, omissions, targeting, data collection, communications, traffic sources, contractors, agents, vendors, media buyers, sub-affiliates, influencers, landing pages, funnels, emails, texts, calls, posts, videos, reviews, testimonials, websites, social media activity, paid ads, organic content, direct messages, private groups, and any other promotional activity used by Affiliate.
Affiliate assumes all risk arising out of Affiliate's marketing, including risk of customer complaints, regulatory inquiries, lawsuits, refunds, chargebacks, platform bans, ad account restrictions, payment processor issues, intellectual property disputes, privacy claims, spam complaints, medical or health-claim issues, consumer-protection claims, and reputational harm.
Affiliate must not engage in any practice that is deceptive, misleading, unlawful, unethical, aggressive, high pressure, predatory, manipulative, harassing, discriminatory, defamatory, invasive, or likely to harm Company's reputation.
Affiliate must not create, contribute to, or increase any risk for Peptide Tech LLC, whether financial, legal, ethical, regulatory, reputational, operational, or commercial.
14. Required Affiliate Disclosures
Affiliate must clearly and conspicuously disclose Affiliate's material connection to Company whenever promoting Company products or services.
Affiliate disclosures must be easy to notice, easy to understand, placed near the claim or referral link, and made before or at the time the Customer encounters the promotional message or link.
Acceptable disclosure language may include: "I may earn a commission if you purchase through my link or use my code."
Affiliate must not hide disclosures in footers, terms pages, profile pages, hashtag clusters, vague abbreviations, or places where consumers are unlikely to see them.
Affiliate must comply with disclosure rules for websites, blogs, videos, live streams, podcasts, emails, texts, paid ads, social media posts, stories, reels, shorts, comments, direct messages, groups, and any other marketing channel.
15. Truthful Advertising and No Misleading Claims
Affiliate must ensure that all statements about Company, Company products, Company services, prices, discounts, availability, benefits, results, features, ingredients, quality, shipping, support, warranties, refunds, safety, effectiveness, legality, or customer experience are truthful, accurate, non-misleading, substantiated, and consistent with Company-approved materials.
Affiliate must not make any claim that Company has not expressly approved in writing.
Affiliate must not exaggerate benefits, omit material limitations, use fake urgency, use fake scarcity, misrepresent discounts, misrepresent coupon terms, make false comparisons, fabricate testimonials, use fake reviews, suppress negative information, impersonate customers, or mislead consumers in any way.
Affiliate must immediately remove or correct any content at Company's request.
16. Product-Specific and Health-Related Marketing Restrictions
Because Company may offer products or services in sensitive, technical, health-related, laboratory, wellness, peptide, research, or regulated categories, Affiliate must follow strict claim restrictions.
Unless Company gives express prior written approval, Affiliate must not:
a. State or imply that any Company product diagnoses, treats, cures, mitigates, or prevents any disease, condition, symptom, disorder, injury, or medical issue.
b. State or imply that any Company product is FDA-approved, clinically proven, medically endorsed, guaranteed safe, guaranteed effective, or approved for a use not expressly stated by Company.
c. Provide dosing instructions, injection instructions, cycling instructions, stacking instructions, reconstitution instructions, treatment protocols, medical protocols, prescribing guidance, pharmacy guidance, or individualized medical recommendations.
d. Encourage human or animal consumption of any product labeled, positioned, or sold for research use only, laboratory use only, educational use only, or any other non-consumption purpose.
e. Market research-use products as drugs, supplements, medicines, treatments, therapies, performance enhancers, anti-aging solutions, weight-loss products, hormone products, bodybuilding products, or human-use products unless Company expressly authorizes such marketing in writing.
f. Use before-and-after photos, disease stories, weight-loss claims, performance claims, sexual-health claims, hormone claims, pain claims, mental-health claims, longevity claims, anti-aging claims, or other health-related claims unless specifically approved in writing by Company.
g. Represent that Affiliate is a physician, pharmacist, clinic, medical provider, researcher, laboratory, or Company representative unless true, lawful, and approved in writing by Company.
h. Create or imply a patient-provider relationship, pharmacist-patient relationship, or medical-advice relationship involving Company.
i. Use scientific studies, citations, medical journals, white papers, research summaries, or expert quotes to imply claims not approved by Company.
j. Target minors, vulnerable populations, people with serious medical conditions, or individuals seeking emergency medical treatment.
Affiliate must include all disclaimers required by Company and must not alter, obscure, contradict, or minimize those disclaimers.
17. Prohibited Marketing Practices
Affiliate must not engage in any of the following:
a. Spam, unsolicited email, unsolicited text messages, unsolicited calls, robocalls, autodialing, scraping contact lists, purchased lead lists, harvested emails, or messaging users without required consent.
b. False, deceptive, or misleading advertising.
c. Fake reviews, fake testimonials, undisclosed paid endorsements, review gating, review manipulation, fake social proof, fake followers, fake engagement, or fabricated customer stories.
d. Cookie stuffing, forced clicks, hidden iframes, auto-redirects, link hijacking, click injection, adware, spyware, malware, toolbars, browser extensions, device fingerprinting abuse, or any manipulation of attribution.
e. Paid search bidding on "Peptide Tech", "Peptide Tech LLC", Company trademarks, Company product names, misspellings, confusingly similar terms, domain names, or URLs, unless Company approves in writing.
f. Registering, buying, or using domain names, social media handles, app names, ad accounts, business names, or profiles that include Company trademarks or confusingly similar terms.
g. Impersonating Company, Company employees, Company support, Company medical staff, Company sales staff, or Company official accounts.
h. Suggesting Affiliate is an official Company website, Company store, Company employee, Company representative, Company medical advisor, or Company-owned channel.
i. Posting Coupon Codes on unauthorized coupon sites, deal sites, forums, browser extensions, loyalty platforms, rebate platforms, or discount databases.
j. Misrepresenting Coupon Codes as exclusive, limited-time, guaranteed, stackable, or approved for all purchases unless Company says so in writing.
k. Using adult content, hate content, harassment, threats, discrimination, illegal content, violent content, defamatory content, political extremism, unlawful products, illegal drugs, or other brand-unsafe content to promote Company.
l. Using celebrity likenesses, influencer likenesses, customer likenesses, AI-generated likenesses, deepfakes, copyrighted material, trademarks, images, music, videos, or content without all required rights and permissions.
m. Running ads that violate platform policies, including policies of Google, Meta, TikTok, YouTube, X, Reddit, Snapchat, LinkedIn, Pinterest, email service providers, SMS platforms, payment processors, ecommerce platforms, or affiliate networks.
n. Offering unauthorized rebates, cash incentives, rewards, gifts, bonuses, medical advice, consulting, prescriptions, lab interpretation, or services tied to Company purchases.
o. Reselling Company products, buying products for resale, arbitrage, gray-market distribution, marketplace resale, or export without Company's express written authorization.
p. Making any statement or taking any action that could cause Company to lose advertising accounts, merchant accounts, bank relationships, supplier relationships, platform access, licenses, permits, insurance, or customer trust.
18. Email, SMS, Calls, and Direct Messaging
Affiliate may not send commercial emails, text messages, calls, robocalls, autodialed messages, direct messages, or similar communications promoting Company unless Affiliate has all legally required consent and complies with all applicable laws.
Affiliate must maintain proof of consent, opt-in records, opt-out records, message logs, campaign records, and suppression lists.
Affiliate must promptly honor opt-out requests and must not contact any person who has withdrawn consent.
Affiliate must not identify Company as the sender, caller, sponsor, or initiator of any communication unless Company has given prior written authorization.
Affiliate must indemnify Company for all claims, penalties, fees, damages, investigations, settlements, and costs arising from Affiliate's emails, texts, calls, direct messages, lead generation, or consent practices.
19. Privacy and Data Security
Affiliate must comply with all applicable privacy, data protection, data security, biometric, cookie, tracking, consumer data, and breach notification laws.
Affiliate must not collect, use, sell, share, transfer, store, or process personal information related to Company customers or prospects except lawfully, transparently, securely, and only as necessary for Affiliate's approved marketing.
Affiliate must not place pixels, cookies, scripts, tags, tracking tools, retargeting tools, analytics tools, or data collection technologies on Company websites or customer devices without Company's prior written approval.
Affiliate must not sell, rent, disclose, or misuse any Customer information.
Affiliate must immediately notify Company of any actual or suspected data breach, security incident, unauthorized access, unlawful data use, or privacy complaint related to Company or any referred Customer.
20. Use of Company Intellectual Property
Company grants Affiliate a limited, revocable, non-exclusive, non-transferable license to use Company-approved Program Materials solely to promote Company under this Agreement.
Affiliate may not alter Company logos, trademarks, product images, copy, disclaimers, labels, or Program Materials without Company's written approval.
Affiliate may not use Company intellectual property in any domain name, URL, social media handle, app, paid search campaign, metatag, business name, advertising account, product listing, marketplace listing, or legal entity name without Company's prior written approval.
All goodwill arising from Affiliate's use of Company intellectual property belongs exclusively to Company.
Company may revoke Affiliate's license to use Program Materials at any time.
21. Marketing Material Approval
Company may require pre-approval of any Affiliate marketing material.
No marketing material, claim, advertisement, landing page, email, text, script, video, image, testimonial, review, or promotion is approved unless Company provides written approval.
Silence, delay, affiliate dashboard access, prior payment, or failure to object does not constitute approval.
Affiliate must keep copies of all approved materials and approval records.
22. Customer Relationship
All Customers are customers of Company, not Affiliate.
Company controls all pricing, product availability, order acceptance, fulfillment, shipping, taxes, refunds, returns, terms of sale, warranties, customer service, account access, and product or service decisions.
Company may reject, cancel, suspend, refund, or refuse any order at any time.
Affiliate may not make promises to Customers about pricing, delivery, product availability, refunds, results, support, medical outcomes, product suitability, legality, or Company decisions.
23. No Resale or Unauthorized Distribution
Affiliate is not authorized to resell, distribute, repackage, relabel, export, import, warehouse, broker, or ship Company products unless Company signs a separate written agreement expressly allowing such activity.
Affiliate may not purchase products through Affiliate's own link or code for resale or redistribution.
24. Sub-Affiliates and Contractors
Affiliate may not use sub-affiliates, contractors, agencies, influencers, media buyers, lead vendors, or third-party promoters to promote Company without Company's prior written approval.
Affiliate is fully responsible and liable for all acts and omissions of anyone acting directly or indirectly on Affiliate's behalf.
Any violation by Affiliate's sub-affiliate, contractor, agent, employee, vendor, influencer, or representative is deemed a violation by Affiliate.
25. Audit Rights and Recordkeeping
Affiliate must maintain accurate records of all promotional activities, traffic sources, ads, content, claims, disclosures, approvals, consent records, opt-in records, opt-out records, customer communications, lead sources, contractors, sub-affiliates, and campaign performance for at least four years.
Company may request records at any time to verify compliance.
Affiliate must provide requested records within three business days unless Company specifies a shorter period due to urgency, legal risk, regulatory inquiry, payment processor concern, or customer complaint.
Failure to provide records is grounds for suspension, termination, nonpayment, commission reversal, and indemnity obligations.
26. Monitoring and Takedown Rights
Company may monitor Affiliate's websites, ads, social media, emails, texts, calls, landing pages, funnels, content, and traffic sources.
Affiliate must immediately modify, pause, remove, or disable any content, ad, claim, link, coupon, campaign, or practice at Company's request.
If Affiliate fails to act promptly, Company may contact platforms, networks, registrars, hosts, payment processors, ad networks, regulators, or other third parties to stop or remove unauthorized or harmful activity.
Company may suspend tracking, deactivate Coupon Codes, disable Referral URLs, hold commissions, terminate Affiliate, or take legal action to protect itself.
27. Compliance Holds and Reserves
Company may hold, delay, reduce, reverse, or reserve commissions if Company believes there may be fraud, chargebacks, refunds, customer complaints, compliance issues, unlawful marketing, reputational risk, payment processor risk, regulatory risk, or breach of this Agreement.
Company may maintain a reserve against future refunds, chargebacks, disputes, fines, penalties, claims, or negative balances.
Company's decision to hold commissions during investigation does not waive any rights.
28. Negative Balance and Setoff
If Affiliate owes Company money under this Agreement, Company may set off the amount against any current or future commissions or other amounts payable to Affiliate.
Affiliate must promptly reimburse Company for any negative balance upon request.
Amounts not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
Affiliate is responsible for reasonable collection costs, attorneys' fees, arbitration costs, court costs, and enforcement expenses incurred by Company.
29. Term and Termination
This Agreement begins on the Effective Date and continues until terminated.
Either party may terminate this Agreement at any time, with or without cause, by written notice.
Company may immediately suspend or terminate Affiliate without notice for any actual or suspected violation of this Agreement, unlawful conduct, unethical conduct, misleading marketing, prohibited claims, fraud, chargebacks, refunds, customer complaints, regulatory risk, payment processor risk, brand risk, or any conduct Company determines may harm Company.
Upon termination, Affiliate must immediately stop using all Coupon Codes, Referral URLs, Program Materials, Company intellectual property, Company content, and Company-related claims.
30. Effect of Termination
After termination, Affiliate has no right to earn future commissions.
Company may pay valid, approved, non-disputed commissions earned before termination only if Affiliate fully complied with this Agreement and the sales remain Qualifying Sales.
If termination is due to breach, suspected fraud, prohibited marketing, legal risk, regulatory risk, chargeback risk, customer complaints, or unethical conduct, Company may withhold, deny, reverse, or forfeit unpaid commissions to the maximum extent permitted by law.
Termination does not limit Company's right to recover damages, fees, losses, chargebacks, refunds, penalties, indemnity amounts, or other amounts owed by Affiliate.
31. Confidentiality
Affiliate may receive confidential information, including commission rates, program terms, customer data, business strategies, pricing, product plans, marketing materials, sales data, technology, supplier information, compliance information, and internal communications.
Affiliate must keep all confidential information strictly confidential and use it only to perform under this Agreement.
Affiliate may not disclose confidential information to any third party without Company's prior written approval.
This obligation survives termination.
32. Representations and Warranties
Affiliate represents and warrants that:
a. Affiliate has legal authority to enter into this Agreement.
b. Affiliate's participation does not violate any agreement, law, regulation, order, license, employment obligation, platform rule, or third-party right.
c. Affiliate will comply with all laws and ethical standards.
d. Affiliate will not make unauthorized claims about Company or Company products or services.
e. Affiliate's marketing content will be truthful, lawful, non-misleading, original or properly licensed, and non-infringing.
f. Affiliate will maintain all required consents, permissions, records, licenses, permits, insurance, and disclosures.
g. Affiliate is not located in, organized under the laws of, or ordinarily resident in any sanctioned jurisdiction and is not owned or controlled by any sanctioned person.
h. Affiliate will not engage in conduct that could expose Company to financial, legal, regulatory, ethical, reputational, payment-processing, platform, or operational risk.
33. Indemnification
Affiliate must defend, indemnify, and hold harmless Company, its owners, members, managers, officers, directors, employees, contractors, agents, representatives, affiliates, successors, and assigns from and against all claims, demands, investigations, subpoenas, actions, lawsuits, proceedings, damages, liabilities, settlements, judgments, penalties, fines, losses, costs, expenses, chargebacks, refunds, reversals, processor fees, platform fees, customer concessions, corrective advertising costs, attorneys' fees, expert fees, and court costs arising out of or related to:
a. Affiliate's breach of this Agreement.
b. Affiliate's marketing, advertising, statements, omissions, claims, content, disclosures, traffic sources, or promotional practices.
c. Affiliate's violation of any law, regulation, rule, platform policy, industry standard, or ethical obligation.
d. Affiliate's unauthorized health, medical, product, safety, efficacy, FDA, research-use, or treatment claims.
e. Affiliate's spam, email, SMS, call, direct message, lead generation, consent, or privacy practices.
f. Affiliate's fraud, negligence, willful misconduct, misrepresentation, or unlawful conduct.
g. Affiliate's use or misuse of Company intellectual property.
h. Affiliate's infringement or alleged infringement of third-party rights.
i. Affiliate's sub-affiliates, contractors, vendors, employees, agents, influencers, media buyers, or representatives.
j. Customer complaints, refunds, chargebacks, disputes, regulatory inquiries, or payment processor issues caused or contributed to by Affiliate.
k. Any claim that Affiliate is an employee, agent, partner, franchisee, or representative of Company.
Company may control the defense and settlement of any matter involving Company. Affiliate may not settle any claim in a way that imposes obligations on Company, admits fault by Company, restricts Company, or affects Company's rights without Company's prior written consent.
34. Limitation of Company Liability
To the maximum extent permitted by law, Company will not be liable to Affiliate for indirect, incidental, consequential, special, punitive, exemplary, or lost-profit damages.
Company's total aggregate liability to Affiliate under this Agreement will not exceed the amount of valid, approved, unpaid commissions earned by Affiliate during the three months before the event giving rise to the claim.
Company is not liable for tracking failures, lost commissions, rejected orders, platform downtime, payment delays, product changes, discontinued products, pricing changes, website errors, third-party acts, payment processor decisions, customer conduct, or termination of the affiliate program.
35. No Guarantee
Company does not guarantee that Affiliate will earn any commission or revenue.
Company does not guarantee product availability, website uptime, conversion rates, customer demand, tracking continuity, coupon availability, program availability, or continued approval.
Company may change, suspend, or discontinue products, services, pricing, promotions, coupon codes, referral URLs, commission rates, program rules, or the affiliate program at any time.
36. Insurance
Affiliate must maintain insurance appropriate for Affiliate's business and promotional activities, which may include commercial general liability, professional liability, cyber liability, media liability, advertising injury coverage, and other applicable coverage.
Affiliate must provide proof of insurance upon Company's request.
37. Non-Disparagement and Brand Protection
Affiliate must not make false, misleading, defamatory, malicious, or disparaging statements about Company, Company products, Company services, Company customers, Company vendors, Company owners, Company employees, or Company affiliates.
Affiliate must not engage in conduct that harms or is likely to harm Company's goodwill, reputation, brand, platform relationships, payment processor relationships, supplier relationships, regulatory standing, or customer trust.
38. Publicity
Affiliate may not issue press releases, public announcements, interviews, case studies, testimonials, or statements suggesting a formal partnership with Company without Company's prior written approval.
Affiliate may not use Company's name in a manner implying endorsement, sponsorship, employment, agency, official status, medical approval, or legal authorization beyond the limited affiliate relationship.
39. Program Changes
Company may update this Agreement, commission rates, payout rules, compliance requirements, approved materials, prohibited practices, or other program terms at any time.
Changes may be posted in the affiliate dashboard, sent by email, or otherwise communicated by Company.
Affiliate's continued participation after changes are posted or communicated constitutes acceptance.
If Affiliate does not agree to changes, Affiliate must stop promoting Company and terminate participation.
40. Assignment
Affiliate may not assign, transfer, delegate, sublicense, or subcontract this Agreement or any rights under it without Company's prior written consent.
Company may assign this Agreement to any affiliate, successor, buyer, acquirer, parent, subsidiary, or related entity.
41. Notices
Company may send notices by email, affiliate dashboard message, account notification, or other contact information provided by Affiliate.
Affiliate must send legal notices to Company at the address designated by Company in writing.
Affiliate is responsible for keeping contact information current.
42. Governing Law and Venue
This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law principles.
The parties agree that any dispute arising out of or related to this Agreement will be brought exclusively in the state or federal courts located in Harris County, Texas, unless Company elects another lawful forum to seek injunctive relief, enforce intellectual property rights, collect amounts owed, or respond to claims filed elsewhere.
Affiliate consents to personal jurisdiction and venue in those courts.
43. Waiver of Jury Trial and Class Actions
To the maximum extent permitted by law, each party waives the right to a jury trial in any dispute arising out of or related to this Agreement.
Affiliate may bring claims only on Affiliate's own behalf and not as a plaintiff, class member, private attorney general, or representative in any class, collective, consolidated, or representative action.
44. Equitable Relief
Affiliate acknowledges that breach of this Agreement may cause Company irreparable harm that money damages may not adequately remedy.
Company may seek temporary, preliminary, and permanent injunctive relief, specific performance, takedown orders, restraining orders, and other equitable relief without posting bond, in addition to all other remedies.
45. Severability
If any provision of this Agreement is found invalid, unlawful, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions will remain in full force.
46. Waiver
Company's failure to enforce any provision does not waive Company's right to enforce that provision later.
Any waiver must be in writing and signed by Company.
47. Force Majeure
Company is not liable for delay or failure caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, cyberattacks, outages, payment processor actions, supplier issues, regulatory actions, platform restrictions, shipping disruptions, internet failures, or other events beyond Company's control.
48. Survival
Any provision that by its nature should survive termination will survive, including provisions concerning chargebacks, refunds, negative balances, payment adjustments, compliance, confidentiality, intellectual property, audits, indemnification, limitation of liability, governing law, venue, dispute resolution, and amounts owed.
49. Entire Agreement
This Agreement, together with any commission schedule, affiliate dashboard terms, written program policies, approved materials, and Company notices, constitutes the entire agreement between Company and Affiliate regarding the affiliate program.
It supersedes all prior or contemporaneous oral or written agreements, discussions, representations, and understandings regarding the affiliate program.
50. Electronic Acceptance
Affiliate may accept this Agreement by signing, clicking acceptance, submitting an affiliate application, using a Coupon Code, using a Referral URL, promoting Company, accessing the affiliate dashboard, or accepting commission payments.
Electronic acceptance has the same legal effect as a handwritten signature.
51. Affiliate Acknowledgment
Affiliate acknowledges and agrees that:
a. Affiliate has read and understands this Agreement.
b. Affiliate is responsible for complying with all laws, regulations, and ethical obligations.
c. Affiliate bears all risk of Affiliate's marketing practices.
d. Affiliate will not place Peptide Tech LLC at financial, legal, ethical, regulatory, reputational, platform, payment-processing, or operational risk.
e. Affiliate is responsible for refunds, chargebacks, reversals, disputes, and the $75 per occurrence administrative fee described in this Agreement.
f. Affiliate will be paid only on approved Net Subtotal amounts for Qualifying Sales, excluding shipping, taxes, and fees.
g. Payouts are T+20 rolling and subject to a $100 USD minimum payout threshold.
h. Company may suspend, terminate, withhold, reverse, offset, or deny commissions as allowed under this Agreement.
COMPANY:
Peptide Tech LLC
By: ______________________________
Name: ____________________________
Title: _____________________________
Date: _____________________________
AFFILIATE:
Legal Name / Entity: ______________________________
By: ______________________________
Name: ____________________________
Title, if entity: ______________________
Address: __________________________
Email: ____________________________
Date: _____________________________