Partner program
terms.

These Partner Program Terms ("Partner Terms") are a binding agreement between you ("Partner," "you") and Averix LLC d/b/a Averix Labs ("Averix Labs," "we," "us") governing your participation in the Averix Labs Partner Program (the "Program"), under which you share a personal partner code or referral link and earn a commission on qualifying orders placed with it.

You accept these Partner Terms by ticking the acceptance box and creating a partner code in the Partner tab of your account, or by continuing to share your code or link after a new version takes effect. We record the version you accepted, the time, and the network address the acceptance came from. That record is our evidence of your agreement.

These Partner Terms are in addition to, and incorporate, our Terms of Use and Privacy Policy. If these Partner Terms and the Terms of Use conflict on a Program matter, these Partner Terms control.

To join and remain in the Program you must:

• Be at least 21 years of age and legally able to enter into contracts.
• Hold an Averix Labs research account in good standing. The Program is open to the same researchers and research organizations we sell to.
• Be a United States person for tax purposes with a United States bank account in your own name or your organization's name, and be able to provide a completed Form W-9.
• Not have had a partner account terminated by Averix Labs, unless we reinstate you in writing.
• Hold only one partner code. One person or organization may not operate several codes, directly or through others.

We may decline any application, and may ask for information to confirm eligibility at any time.

You are an independent referrer. You are not an employee, agent, contractor, joint venturer, franchisee or legal representative of Averix Labs, and nothing in these Partner Terms creates any such relationship. You have no authority to bind Averix Labs, to accept payments on its behalf, to approve or expedite research account reviews, to negotiate on its behalf, or to make any statement, promise or warranty on its behalf.

You may not hold yourself out as an official source, spokesperson or representative of Averix Labs, and you may not register or use domain names, social media handles, email addresses, page names or other identifiers that include "Averix" or could reasonably be confused with ours.

While you are in good standing, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to share your partner code and referral link, to use the product names in our catalog, and to reproduce product descriptions and Certificate of Analysis facts exactly as they appear on averixlabs.com.

You may not alter our logos, marks or trade dress, create derivative branding, present our materials as your own, or use any Averix Labs asset in a way that implies sponsorship, endorsement or an official relationship. Marketing materials we supply may be used only in the form supplied. This license ends automatically when your participation ends or is suspended, and we may withdraw it at any time on notice.

Averix Labs products are sold for laboratory research use only. They are not drugs, supplements, foods or cosmetics, and are not for human or veterinary use. Everything you publish in connection with the Program must be consistent with that. You are solely responsible for the truth, legality and consequences of every post, video, message, livestream, advertisement or other communication you publish. We do not review or approve your content in advance and are not its publisher or sponsor.

You will not, in any content that mentions Averix Labs, its products or your code:

• Describe or depict any product as suitable, safe or intended for human or animal use, including consumption, injection, topical use, self-administration, dietary, supplement or cosmetic use, or any medical, therapeutic, performance or wellness purpose.
• Give dosing, administration, reconstitution-for-use, cycling, stacking or protocol information directed at people or animals, or describe your own or anyone else's use of a product.
• Claim or imply that any product treats, cures, prevents, mitigates or diagnoses any disease or condition, or affects any bodily function, appearance, weight, recovery, aging, hormone level or athletic performance.
• Publish before-and-after material, testimonials, reviews or anecdotes that describe results in a person or animal.
• Describe a product as pharmaceutical grade, clinical grade, FDA approved, prescription strength or with any other term that implies drug status or regulatory approval. Purity and identity statements must match the published Certificate of Analysis.
• Misstate prices, discount amounts, commission rates, shipping times or Program terms, or invent limited-time offers.
• State or imply that you can approve a research account, bypass buyer verification or place orders for someone else.
• Direct content at minors, publish on platforms whose audience is mainly minors, or publish on any platform whose rules prohibit the promotion.
• Bid on "Averix," "Averix Labs" or our product names in paid search, use them in domain names, or otherwise mislead people about the source of an offer.

The Program exists to introduce research organizations and laboratory professionals to Averix Labs. Every person you refer must complete the same research account registration, attestation and review as any other buyer before an order is created. You may not register an account for someone else, share your own account or sign-in, hold products for others, or place an order on another person's behalf.

• Your code may not be used on your own orders, on orders for your household or organization, or on orders you fund or arrange. Such orders earn no commission and count as self-referral under Section 12.
• One code per order. A partner code cannot be combined with another partner code or with a sitewide promotion code.
• The customer's discount (currently 15% off the first order placed with your code) belongs to the customer. You may not offer to rebate, share or top up it, and you may not charge a customer anything for your code.
• You may not collect, store or resell information about referred customers beyond what the Partner tab shows you.

You must clearly and conspicuously disclose your material connection to Averix Labs in every piece of content that includes your code, your link or a reference to our products. "#ad," "#affiliate" or a plain statement such as "I earn a commission from orders placed with this code" are acceptable. The disclosure must appear where the audience will see it before acting, not buried in a caption fold, a profile page or fine print, and it must be repeated in each post, video or message rather than made once.

You are responsible for complying with the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials and with equivalent rules in every jurisdiction where your audience is located.

You will comply with all laws that apply to your promotional activity, including CAN-SPAM for email, the Telephone Consumer Protection Act for text messages and calls, state privacy and consumer protection laws, advertising disclosure rules, sanctions and export control laws, and the intellectual property and publicity rights of others.

You will not engage in unsolicited bulk messaging, scraping, purchased or fake clicks, bots, cookie stuffing, forced clicks, self-referrals, incentivizing or paying for orders, account sharing, identity misuse, impersonation of Averix Labs personnel (including through AI-generated audio, video or text), negative SEO against us, or any other practice intended to deceive people or to inflate or manipulate Program metrics.

Current rates are shown on the Partner Program page and in your Partner tab. As of the effective date they are 15% of the product subtotal on a referred customer's first order and 10% on their later orders. Commission is calculated on the order's product subtotal before discounts and excludes shipping, taxes and fees. An order is attributed to you when the customer checks out with your code, or within 30 days of clicking your link with no other partner code applied.

• A commission is estimated when the order is placed, posts when the order is delivered, is held for 3 days while the refund window runs, and is then approved.
• Approved commissions from the previous calendar month are paid on the 1st of the month by ACH direct deposit, once your balance reaches $1.00 and the requirements in Section 10 are met.
• A refunded, cancelled, charged-back or unpaid order reverses its commission. If it was already paid, the amount is deducted from your next payout or, if there is none, is repayable on request.
• Milestone rewards (vials shipped to you when your referred orders cross a published tier) are research materials supplied under our Terms of Use for laboratory use by the organization on your research account. They may not be resold, and we may substitute an item of equivalent value or, where a restricted compound would otherwise be due, a different compound.
• We may change rates, tiers, the attribution window or the payout schedule on notice through the Partner tab or by email. Changes apply to orders placed after the change takes effect and never reduce a commission already approved.

Before any payout we require a completed Form W-9 with a valid taxpayer identification number, a United States bank account in your name or your organization's name, and, where we ask for it, identification sufficient to confirm who we are paying. We report payments to the Internal Revenue Service on Form 1099-NEC at the thresholds set by law and may withhold from payouts where the law requires it.

You are solely responsible for all taxes on amounts we pay you. We do not gross up payments, advise on tax matters or file on your behalf beyond the informational returns the law requires. You will keep your tax and bank information accurate and current; a payout returned because of inaccurate information is re-issued only after the information is corrected.

We may hold any unpaid commission while we review activity we reasonably believe may breach these Partner Terms, including suspected self-referral, fraudulent or incentivized orders, or prohibited claims. We will tell you what is under review and aim to conclude the review within 30 days. Commissions found to arise from compliant activity are released to the next payout cycle. Commissions arising from orders obtained through a breach, and all unpaid commissions where the breach is one listed as serious in Section 12, are forfeited.

We may also offset against your balance any amount you owe us under Section 9 or Section 17, and may delay a payout where a court order, a payment partner's requirement or the law requires.

We enforce these Partner Terms through a three-strike system. Every action we take is recorded with a reason, a category and a severity, and you can see your record in the Partner tab.

Three counting strikes suspend your partner account. Serious violations that earn a final strike without a prior warning include: any claim or depiction of human or animal use, dosing or results; self-referral or incentivized or fraudulent orders; placing orders for others or sharing an account; impersonation of Averix Labs; and refusing a takedown or records request under Section 13.

• Notice. We notify you by email to the address on your account within two business days of issuing a warning or strike, stating the reason, the category, the severity and how to appeal.
• Appeal. You may appeal within 30 days of the notice by emailing contact@averixlabs.com with the strike reference and your response. A strike under appeal is paused and does not count while we review it. We decide appeals within 30 days and our decision on appeal is final.
• Suspension. While suspended your code stops working at checkout, your link stops attributing orders, milestone progress pauses and unpaid commissions are held under Section 11. We may reinstate a suspended account, with or without conditions, at our discretion.
• Takedown. On request you will remove or correct any content we identify within 24 hours. Failure to do so is itself a strike.

We may review, monitor and keep copies of your public content, your click sources and the orders attributed to your code, and may ask you for records of where and how you shared your code. You will respond to written inquiries within five business days, provide the records requested, and remove or correct content within 24 hours of a request. Cooperation with a review is a condition of payout.

You may leave the Program at any time by emailing us. We may end your participation at any time, with notice, for breach of these Partner Terms, for conduct that in our reasonable judgment exposes Averix Labs to legal or reputational risk, or if the Program is discontinued.

• On termination the license in Section 4 ends and you will remove your code, link and any Averix Labs materials from your content within seven days.
• Commissions approved before termination for compliant orders are paid on the next regular payout date, subject to the hold period and to Section 11. Commissions under review are resolved under Section 11.
• If we terminate for a serious violation under Section 12, unpaid commissions are forfeited.
• Sections 3, 5, 6, 9 (as to reversals), 10, 11, 15, 17, 18, 19 and 21 survive termination.

Non-public information you learn through the Program, including commission structures under discussion, conversion and payout data, roadmap or beta features, internal communications and the identity or purchasing activity of any referred customer, is confidential. You will not disclose it or use it for any purpose other than the Program, during and after your participation. Public statements about your own aggregate earnings are permitted if truthful, typical of your experience and accompanied by the disclosure required in Section 7.

We process your account, tax and bank information under our Privacy Policy. Bank and taxpayer numbers are encrypted at rest and are visible in full only to the person who processes payouts. We share the information with our payment and accounting providers to pay you and with tax authorities as the law requires. You are responsible for your own compliance with privacy law in the content you publish and the messages you send.

You will defend, indemnify and hold harmless Averix Labs, its members, officers, employees, contractors and agents from all third-party claims, regulatory inquiries and actions, losses, damages, fines, penalties, costs and expenses, including reasonable attorneys' fees, arising out of or relating to your content, your acts or omissions, your breach of these Partner Terms, your violation of any law or third-party right, or your relationship with any referred customer. We may take over the defense of any matter, in which case you will cooperate at your expense and will not settle without our written consent.

The Program, the Partner tab and our tracking are provided as is and as available. We do not warrant that tracking will be uninterrupted or error-free, that every click will be attributed, or that participation will produce any level of earnings. Attribution and commission records in our systems are final absent manifest error.

To the fullest extent the law allows, Averix Labs is not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, arising out of the Program, however caused. Our total liability to you under or in connection with these Partner Terms is limited to the commissions actually paid to you in the six months before the event giving rise to the claim.

These Partner Terms are governed by the laws of the State of Kansas, without regard to its conflict of law rules. Before starting any proceeding, the parties will try to resolve the dispute in good faith for 30 days after written notice. Any dispute not resolved in that time will be brought exclusively in the state or federal courts located in Saline County, Kansas, and each party consents to the personal jurisdiction of those courts. Nothing in this Section prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect intellectual property or confidential information.

Any claim arising out of or relating to these Partner Terms or the Program must be brought within one year after it accrues; a claim not brought within that period is barred.

We may revise these Partner Terms. Each version carries a version number and an effective date. Material changes are flagged in your Partner tab and by email, and we may require you to accept the new version before further payouts are released; until you do, your participation and payouts are paused, and you have no claim against us for the pause. Continued sharing of your code or link after the effective date of a revision is acceptance of it.

• Notices. We may give notice by email to the address on your account or by posting in your Partner tab, and notice is treated as received one business day after it is sent or posted. Notices to us go to contact@averixlabs.com.
• Electronic acceptance. You agree that ticking the acceptance box, and any later re-acceptance prompt, is your electronic signature under the federal E-SIGN Act and the Kansas Uniform Electronic Transactions Act.
• Assignment. We may assign these Partner Terms to an affiliate or a successor to the business. You may not assign them or your partner account without our written consent.
• Waiver and severability. Our not enforcing a provision is not a waiver of it. If any provision is held unenforceable, the rest remain in effect.
• Force majeure. We are not liable for delay or failure caused by events beyond our reasonable control, including payment processor or banking outages, carrier disruption, internet failure or government action.
• No third-party beneficiaries. These Partner Terms benefit only you and Averix Labs.
• Entire agreement. These Partner Terms, the Terms of Use, the Privacy Policy and the acknowledgements on file in your account are the entire agreement between us about the Program and replace any earlier discussion or understanding.

Questions about the Program or these Partner Terms: