Referral Partner Agreement

1. Program Overview

This Referral Partner Agreement ("Agreement") is entered into between VialPure ("Company") and you ("Referral Partner") upon your registration and acceptance of these terms. The VialPure Referral Partner Program allows approved participants to earn referral fees by directing qualified customers to VialPure through unique referral links.

By registering for the Referral Partner Program, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.

2. Relationship

You are an independent contractor, not an employee, agent, partner, or joint venture partner of VialPure. Nothing in this Agreement creates an employment or agency relationship. You are solely responsible for your own taxes, insurance, and business expenses. You have no authority to bind VialPure or make commitments on VialPure's behalf.

3. Referral Fees and Payment

• Referral Partners earn a referral fee calculated as a percentage of qualifying order revenue generated through their unique referral link. The applicable rate is displayed in your partner dashboard and may be adjusted by VialPure at any time with notice.
• Referral fees are tracked automatically when a customer places an order using your referral link or code.
• Payments are issued monthly for balances exceeding the $50.00 minimum threshold. Balances below this amount will carry forward.
• Payment is made via PayPal or bank transfer. You are responsible for providing accurate payment details.
• VialPure reserves the right to withhold or reverse referral fees in cases of order cancellations, refunds, fraud, or violations of this Agreement.

4. Marketing and Promotional Guidelines

As a referral partner promoting research peptide products, you must adhere to the following guidelines at all times. These are mandatory, not optional.

4a. Required Positioning

• All marketing materials must clearly represent VialPure products as being sold for research and laboratory use only.
• Any promotional content must include or link to a statement that products are not for human consumption.
• You must accurately represent product specifications, pricing, and availability.

4b. Prohibited Claims and Activities

You must NOT, under any circumstances:

• Make any health, therapeutic, medical, or diagnostic claims about VialPure products
• Suggest, imply, or state that products are intended for human consumption, injection, ingestion, or personal use
• Share personal "results," "before and after" stories, or testimonials that imply human use of VialPure products
• Make claims that products treat, cure, prevent, or diagnose any disease or condition
• Use deceptive, misleading, or false advertising of any kind
• Send unsolicited commercial email (spam), unsolicited text messages, or engage in any marketing that violates the CAN-SPAM Act, TCPA, or similar regulations
• Bid on VialPure's branded keywords (e.g., "VialPure," "Vial Pure") in paid search advertising without written permission
• Misrepresent your relationship with VialPure or claim to be an employee, representative, or agent of VialPure
• Promote VialPure products on websites or platforms that contain illegal content

4c. Content Review

VialPure reserves the right to review, approve, or reject any marketing materials or promotional content that references VialPure or its products. VialPure may request removal of any content that does not comply with this Agreement, and you agree to comply within 48 hours of such request.

5. FTC Disclosure Requirements

In accordance with the Federal Trade Commission (FTC) guidelines, you must clearly and conspicuously disclose your financial relationship with VialPure in all promotional content where you share your referral link or code. This includes but is not limited to:

• Blog posts, articles, and website content
• Social media posts (Instagram, Twitter/X, TikTok, YouTube, etc.)
• Video and podcast content
• Email newsletters
• Forum or community posts

Acceptable disclosure examples include: "This post contains an affiliate link," "I earn a referral fee if you purchase through my link," or "#ad #affiliate." The disclosure must be visible and not buried in fine print or behind a "see more" link.

6. Intellectual Property

• VialPure grants you a limited, non-exclusive, revocable license to use VialPure's name, logo, and product images solely for the purpose of promoting VialPure through the Referral Partner Program.
• You may not alter VialPure logos or branding without written permission.
• This license terminates immediately upon termination of your referral partner account.

7. Tax Responsibilities

Referral fees are considered taxable income. You are solely responsible for reporting and paying all applicable taxes on earnings received through the Referral Partner Program. For United States-based referral partners: if your total earnings exceed $600 in a calendar year, VialPure may be required to issue a Form 1099-NEC. You agree to provide accurate tax identification information (e.g., W-9) upon request.

8. Term and Termination

• This Agreement remains in effect until terminated by either party.
• You may terminate your participation at any time by contacting VialPure.
• VialPure may suspend or terminate your referral partner account at any time, with or without cause, at its sole discretion.
• Immediate termination with forfeiture of unpaid referral fees will result from: violations of Section 4 (Marketing Guidelines), fraudulent activity, or any conduct that creates regulatory or legal risk for VialPure.
• Upon termination, you must immediately cease using VialPure branding, remove all referral links, and stop representing yourself as a VialPure referral partner.

9. Limitation of Liability

To the maximum extent permitted by law, VialPure shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising from your participation in the Referral Partner Program. VialPure's total liability under this Agreement shall not exceed the total referral fees paid to you in the twelve (12) months preceding the claim.

10. Indemnification

You agree to indemnify, defend, and hold harmless VialPure and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your marketing activities and promotional content
• Any claims made by you about VialPure products that violate this Agreement, including unauthorized health, therapeutic, or human consumption claims
• Your violation of any applicable law or regulation
• Any third-party claims resulting from your referral partner activities

11. Modifications

VialPure reserves the right to modify this Agreement at any time. Material changes will be communicated via the email address associated with your referral partner account. Continued participation in the Referral Partner Program after notification of changes constitutes acceptance of the modified terms.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in Delaware.

13. Entire Agreement

This Agreement, together with VialPure's Terms of Service and Research Disclaimer, constitutes the entire agreement between you and VialPure regarding the Referral Partner Program and supersedes all prior agreements and understandings.

14. Contact

For questions about this Agreement or the Referral Partner Program, contact us at:

Email: affiliates@vialpure.com