Partner Program Terms

1. Eligibility and Authority

You must be at least 21 years of age and legally able to enter into contracts in your jurisdiction. You represent and warrant that all information you provide is accurate and that you have full power and authority to enter into and perform under these Terms. You may not participate if Vorix Labs has previously terminated your partner account, unless we expressly reinstate you in writing.

2. Independent Relationship — No Authority to Bind

You are an independent referrer, not an employee, agent, contractor, joint venturer, partner, or franchisee of Vorix Labs. You have no authority to bind Vorix Labs, accept payments on its behalf, negotiate on its behalf, make representations about Vorix Labs, or hold yourself out as a representative, spokesperson, or official source of Vorix Labs. You may not register domain names, social media handles, email addresses, or any other identifiers that could reasonably be confused with Vorix Labs's own properties.

3. License to Use Brand Assets

Subject to these Terms, Vorix Labs grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to share your referral link and to mention Vorix Labs product names in accurate, non-disparaging contexts. You may not modify our logos, marks, or trade dress, create derivative branding, or use any Vorix Labs asset in a way that suggests endorsement, sponsorship, or official representation. This license terminates automatically upon any suspension or termination of your account, or at any time at Vorix Labs's sole discretion upon notice.

4. Content Responsibilities and Restrictions

You are solely and personally responsible for the truth, legality, accuracy, and consequences of every statement, post, video, message, livestream, advertisement, or other communication you publish in connection with your referral activity. Vorix Labs does not control, dictate, supervise, edit, or pre-approve your content and shall not be deemed a publisher, sponsor, or endorser of any of your content.

You will not:

• Describe Vorix Labs products as suitable, safe, or intended for human use, human consumption, ingestion, injection, self-administration, dietary or supplement use, cosmetic use, veterinary use, or any medical or therapeutic application;
• Provide dosing, administration, cycling, or usage instructions of any kind directed at humans or animals;
• Claim or imply that any Vorix Labs product treats, cures, mitigates, diagnoses, prevents, or alleviates any disease, illness, condition, symptom, or biological function;
• Make any health, performance, hormonal, anti-aging, recovery, weight, fitness, or aesthetic claims;
• Misrepresent the discount amount, fabricate discount percentages or limited-time offers, or otherwise mislead customers about pricing, savings, or program terms;
• Make false, misleading, deceptive, exaggerated, or unsubstantiated claims about Vorix Labs, its products, pricing, discounts, or business practices;
• Use Vorix Labs's name, trademarks, or marks in paid search campaigns, in domain names, or in any manner that would mislead consumers about the source of the offer;
• Promote Vorix Labs on platforms that prohibit such promotion or that primarily host content directed to minors;
• Engage in negative SEO, brand bidding, cookie stuffing, self-referrals, fake clicks, or any practice designed to inflate or manipulate commissions.

5. Required Disclosures (FTC and Equivalent)

You must clearly and conspicuously disclose your material connection to Vorix Labs in every piece of content where you include your referral code, your referral link, or any reference to Vorix Labs products. Acceptable disclosures include “#ad”, “#affiliate”, or plain-language statements such as “I earn a commission from this link.” Disclosures must not be buried, abbreviated to ambiguous shorthand, or relegated to fine print. You are responsible for complying with the FTC Endorsement Guides and any equivalent rules in every jurisdiction where your audience is located.

6. Lawful Conduct; Anti-Fraud

You will comply with all applicable federal, state, local, and international laws and regulations, including (without limitation) anti-spam laws (CAN-SPAM, CASL, GDPR, ePrivacy), consumer protection statutes, advertising disclosure rules, securities laws, export controls, sanctions laws, and intellectual property rights. You will not engage in spam, unsolicited bulk messaging, scraping, account takeover, fraudulent clicks, cookie stuffing, self-referrals, identity misuse, AI-generated impersonation, deepfakes purporting to show Vorix Labs personnel or products, or any other practice designed to deceive, inflate, or manipulate Program metrics.

7. Commissions, Payouts, and Withholding Rights

Commission rates and the payout schedule are as posted on the Partner Program page and may be updated at any time at Vorix Labs's sole discretion. Earned commissions are subject to chargebacks, returns, refunds, and fraud reviews. Vorix Labs may withhold, delay, offset, claw back, forfeit, or refuse to pay any earned but unpaid commission, in whole or in part, at its sole discretion, including (but not limited to) cases where Vorix Labs has a good-faith belief that you have breached these Terms, manipulated the Program, engaged in fraud, generated suspicious activity, or where withholding is necessary to comply with law, tax obligations, court order, or third-party demand. Withheld commissions may be permanently forfeited. You waive any right to demand payment on a fixed schedule and acknowledge that Vorix Labs's payment obligations are conditional on ongoing program compliance.

Tax responsibility. You are solely responsible for all federal, state, local, and foreign taxes, duties, levies, withholdings, social-security contributions, and similar charges arising from any commission or other amount paid to you under the Program. Vorix Labs has no obligation to advise you on tax matters, no obligation to gross-up or reimburse you for any tax liability, and no obligation to file or pay taxes on your behalf except as expressly required by law (for example, issuing IRS Form 1099-NEC or equivalent informational filings). You will keep your tax forms (W-9, W-8BEN, W-8BEN-E, or equivalent) accurate and current.

KYC, sanctions, and AML processing are a federal legal requirement.Before any payout can be released, our third-party payment processor is required by U.S. federal law (including the Bank Secrecy Act, USA PATRIOT Act, OFAC sanctions regulations, and IRS reporting rules) and applicable foreign law to verify your identity (KYC), screen you against sanctions lists (OFAC SDN, U.S. Treasury, and equivalent international watchlists), perform anti-money-laundering (AML) review, and collect and validate an applicable tax form. If you fail any portion of this processing — for any reason, including inaccurate submitted information, identity verification failure, sanctions-list hits, incomplete or invalid tax forms, prohibited jurisdiction, or processor decision — Vorix Labs is legally prohibited from paying you, and your unpaid commissions will be held until the issue is resolved or, if not resolved within a reasonable time as determined by Vorix Labs, may be forfeited. Vorix Labs has no liability for any delay, denial, withholding, forfeiture, or non-payment of commissions arising from your failure to pass processing or from any compliance action our payment processor takes. This processing requirement cannot be waived, overridden, or worked around.

8. Strike System and Fairness

Vorix Labs may issue strikes for violations of these Terms. Each strike has a stated reason, a category, a severity (warning, strike, or final), and a status (active, appealed, or resolved). The default thresholds and protections are:

• Notification. Vorix Labs will use commercially reasonable efforts to notify you by email of any strike within 24 hours of issuance, including the reason and appeal instructions. By participating in the Partner Program, you also consent to receive transactional notifications via your persistent Vorix Labs Discord thread regarding compliance actions (strikes, suspensions, appeal status) and payout events (payout submitted, completed, or failed). Notification frequency is event-driven and low.
• Warning vs. Strike vs. Final. For minor, first-time, cureable violations, Vorix Labs may issue a “warning” that does NOT count toward the suspension threshold. “Strike” severity counts toward the threshold. “Final” severity triggers immediate suspension regardless of count and is reserved for serious violations such as fraud, repeated medical claims, or willful misconduct.
• Rolling expiry. Active strikes older than 365 days from issuance automatically stop counting toward the suspension threshold (the underlying record is retained for audit).
• Appeals. You may appeal any strike within 30 days of issuance by contacting yabdallah17@proton.me with the strike ID and your written response. Appealed strikes pause counting toward the threshold while under review.
• Threshold. Three (3) counting strikes automatically suspend your account.

9. Sole-Discretion Enforcement; At-Will Termination

You expressly acknowledge and agree that Vorix Labs may, at its sole and absolute discretion, at any time, with or without cause, and with or without prior notice:

• Terminate this agreement and your participation in the Program for any reason or no reason;
• Suspend, restrict, modify, or close your partner account;
• Deactivate your referral code, revoke your license to use Vorix Labs brand assets, and require removal of any content referencing Vorix Labs;
• Withhold, delay, offset, claw back, forfeit, or refuse to pay any earned but unpaid commissions, in whole or in part, with or without explanation;
• Choose the type, severity, sequence, combination, and timing of any enforcement action, including warnings, strikes, payout holds, account suspension, or termination;
• Interpret and apply these Terms in the manner Vorix Labs determines is appropriate;
• Decline to enter into or renew the Program relationship with any person, with or without reason.

You waive any claim that Vorix Labs must follow a specific process, sequence, standard of proof, or notice period before exercising any of the foregoing rights, except as required by applicable non-waivable law. No course of dealing, custom, or prior leniency by Vorix Labs shall constitute a waiver of these rights. Termination by Vorix Labs shall not give rise to any liability or damages of any kind, and you release Vorix Labs from any such claim.

10. Audit, Investigation, and Cooperation

Vorix Labs may, at any time and at its discretion, review, audit, monitor, archive, or investigate your content, communications, click sources, referred orders, payment behavior, identity, and tax information for compliance with these Terms or applicable law. You agree to cooperate in good faith with any such review, including providing records, taking down content within 24 hours of request, and responding to written inquiries. Failure to cooperate is itself a material breach and grounds for immediate suspension or termination.

11. Confidentiality

Non-public information you receive about the Program (including commission structures, payout volumes, conversion data, roadmaps, business plans, internal communications, this T&C version history, and any beta features) is Confidential Information. You will not disclose Confidential Information to any third party or use it other than to perform under these Terms, both during and after your participation. This obligation survives termination indefinitely.

12. Indemnification

You agree to defend, indemnify, and hold harmless Vorix Labs, its affiliates, parents, subsidiaries, officers, directors, employees, agents, and contractors from and against all third-party claims, regulatory actions, damages, losses, liabilities, fines, costs, and expenses (including reasonable attorneys' fees and costs of defense) arising out of or relating to: (a) your content; (b) your acts or omissions; (c) your breach of these Terms or any representation, warranty, or covenant herein; (d) your violation of any law or third-party right (including IP, privacy, publicity, or contract rights); or (e) your relationship with any referred customer. Vorix Labs may elect to assume the defense of any matter, in which case you will cooperate at your expense and will not settle any claim without Vorix Labs's prior written consent.

13. Disclaimers; Limitation of Liability

The Program is provided “AS IS” and “AS AVAILABLE.” Vorix Labs disclaims all warranties, express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, uptime, or that the Program will be uninterrupted, error-free, or profitable.

To the maximum extent permitted by law, in no event shall Vorix Labs be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, data, business opportunities, or goodwill, whether arising from contract, tort (including negligence), strict liability, statute, or otherwise, even if Vorix Labs has been advised of the possibility of such damages. Vorix Labs's aggregate liability under or relating to these Terms is limited to the lesser of (a) the total commissions actually paid to you by Vorix Labs in the six (6) months preceding the claim, or (b) one thousand U.S. dollars ($1,000).

14. Arbitration; Class-Action Waiver

READ THIS SECTION CAREFULLY — IT AFFECTS YOUR RIGHTS.Any dispute, claim, or controversy arising out of or relating to these Terms or the Program (a “Dispute”), other than a Dispute concerning intellectual property or injunctive relief, shall be resolved exclusively through final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules, in Wilmington, Delaware or by video conference. The arbitrator's decision is final and judgment may be entered in any court of competent jurisdiction.

You waive any right to participate in any class action, class-wide arbitration, private attorney general action, or other representative proceeding with respect to a Dispute. The arbitrator may not consolidate claims or preside over any form of class proceeding. If this class-action waiver is found unenforceable, the entirety of this Section 14 shall be null and void, and the Dispute shall be litigated in the state or federal courts located in Wilmington, Delaware, and you irrevocably consent to personal jurisdiction there.

You may opt out of arbitration within 30 days of first accepting these Terms by sending written notice to yabdallah17@proton.me including your full name and account email.

15. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16. Future Modifications; Electronic Acceptance

Vorix Labs may modify these Terms at any time. Modifications take effect upon posting an updated version with a new effective date. Material modifications will be flagged in your partner dashboard and may require a fresh click-wrap acknowledgement before continued payouts. Your continued participation in the Program after the effective date of any update constitutes binding acceptance of the update, regardless of whether you have re-acknowledged the specific revision. Failure to acknowledge a required revision does not give rise to any claim against Vorix Labs; it only pauses your participation and payouts until you act.

You consent to electronic records and signatures pursuant to the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and any equivalent local law. You agree that click-wrap acceptance through your partner dashboard, including any future re-acknowledgement prompt, constitutes a legally binding signature with the same force as a handwritten signature.

17. Notice

All notices to you under these Terms may be delivered by Vorix Labs via email to your address of record, by posting in your partner dashboard, via your persistent Vorix Labs Discord thread, or by any other reasonable means. Notice is deemed received within 24 hours of being sent or posted. Notices to Vorix Labs must be sent to yabdallah17@proton.me.

18. Survival; Severability; Waiver; Assignment

Survival.Sections 2, 4, 6, 7, 9–14, 16, and 18 survive any termination or expiration.

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.

Waiver. No failure or delay by Vorix Labs in exercising any right or remedy shall operate as a waiver.

Assignment.Vorix Labs may freely assign these Terms, in whole or in part, to any affiliate or successor in interest. You may not assign these Terms without Vorix Labs's prior written consent; any prohibited assignment is void.

Force Majeure. Vorix Labs is not liable for any delay or failure to perform caused by events outside its reasonable control, including acts of God, war, terrorism, pandemic, civil unrest, labor disputes, internet outages, payment processor failures, or government action.

No Third-Party Beneficiaries. These Terms do not confer any rights on any person other than the parties.

Headings. Section headings are for convenience only and do not affect interpretation.

Entire Agreement. These Terms (together with the on-file acknowledgements and any policies linked from here) constitute the entire agreement between you and Vorix Labs regarding the Program and supersede all prior oral or written agreements, representations, or understandings.

19. Contact

Questions about these Terms or the Program: yabdallah17@proton.me.