Terms and Conditions
AFFILIATE PROGRAM AGREEMENT
This Affiliate Program Agreement (“Agreement”) is entered into by and between X-PHY Inc., a company registered in the United States (the “Company”), and the approved affiliate individual or entity (the “Affiliate”). Collectively, the Company and the Affiliate shall be referred to as the “Parties.”
WHEREAS, the Company seeks to engage the Affiliate to promote and refer sales for X-PHY® products in exchange for commission; AND, the Affiliate agrees to participate in such promotional activities under the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained in this Agreement, the Parties agree as follows:
1. DEFINITIONS
1.1. “Affiliate” means the approved individual or business entity participating in the X-PHY® Affiliate Program.
1.2. “Merchant” means X-PHY Inc., the program owner and operator.
1.3. “Commission” refers to monetary compensation paid for validated referrals and sales.
1.4. “Referral Link” is a unique tracking URL issued by the Company to the Affiliate.
1.5. “Sale” means a confirmed, completed purchase resulting from a valid Referral Link.
2. ENROLLMENT & ELIGIBILITY
2.1. Affiliate participation requires online application and approval by the Company.
2.2. The Company reserves the right to accept or reject any applicant at its sole discretion.
2.3. The Affiliate agrees to maintain accurate and current contact and payment information.
3. TRACKING & ATTRIBUTION
3.1. The Company utilizes first-party cookie tracking, valid for forty-five (45) days from the initial click.
3.2. A last-click attribution model shall be applied for determining commission eligibility.
3.3. Where applicable, deduplication against other marketing sources may apply.
3.4. Affiliates will have access to real-time data through a dedicated dashboard.
3.5. The Company is not responsible for tracking failure due to browser settings or third-party interference.
4. COMMISSION STRUCTURE
4.1. Affiliates shall earn a 10% commission on the net sale value of confirmed yearly
subscription purchases made through their Referral Link.
4.2. Commission is calculated based on the net sale value, excluding taxes, shipping, discounts, or refunds.
4.3. The Company reserves the right to modify the commission rate or structure with thirty (30) days’ written notice.
5. SALES VALIDATION & PAYOUT
5.1. Commissions are validated seven (7) days post-sale to allow for cancellations or refunds.
5.2. Payments are issued on the fifteenth (15th) of each month for eligible validated
commissions.
5.3. Minimum payout threshold is one hundred USD ($100.00); amounts below this will roll
over.
5.4. Payment is made via PayPal or other methods approved by the Company.
5.5. The Company reserves the right to withhold payments in cases of fraud or policy violation.
6. PROMOTIONAL RESTRICTIONS
6.1. Affiliates shall not:
• Bid on X-PHY® branded terms.
• Use misleading or unethical content.
• Promote through adult or illegal content sites.
• Alter, distort, or misuse the X-PHY® brand in any capacity.
7. COUPON POLICY
7.1. Use of coupons or promotional codes must be pre-approved in writing.
7.2. Unauthorized couponing, scraping, or exploitation of discounts may result in suspension.
8. PAID ADVERTISING (PPC) POLICY
8.1. Affiliates may not:
• Use X-PHY brand keywords in paid ad bids.
• Direct link to Company domains via paid ads.
• Compete with the Company’s internal paid campaigns.
8.2. Retargeting and display campaigns require prior written approval from the Company.
9. LEGAL & FTC COMPLIANCE
9.1. Affiliates must disclose their affiliate relationship as required by the FTC Endorsement Guidelines.
9.2. All activities must comply with U.S. law, including CAN-SPAM, consumer protection, and data privacy regulations.
10. INTELLECTUAL PROPERTY
10.1. Affiliates may use approved logos and materials.
10.2. Unauthorized use, reproduction, or alteration of intellectual property is strictly prohibited.
11. CONFIDENTIALITY
11.1. Any non-public or proprietary information obtained during participation shall be treated as confidential.
11.2. Upon termination, all confidential materials must be returned or destroyed.
12. INDEMNIFICATION
12.1. Each Party agrees to indemnify and hold harmless the other from any liability, claims, or damages related to the performance or breach of this Agreement, including intellectual property or regulatory infractions.
13. TERMINATION
13.1. This Agreement may be terminated by either Party with written notice at any time.
13.2. The Company may terminate immediately in the event of misconduct or breach.
13.3. Upon termination, all pending commissions are subject to final review and may be
forfeited.
14. DISPUTE RESOLUTION
14.1. The Parties shall first attempt to resolve any dispute through direct negotiation.
14.2. If resolution is not achieved, either Party may pursue mediation or legal action.
14.3. This Agreement shall be governed by and construed in accordance with the laws of the United States of America.
15. MODIFICATIONS
15.1. The Company may revise this Agreement with thirty (30) days’ notice.
15.2. Notice shall be sent via email or posted on the affiliate dashboard.
15.3. Continued participation implies consent to updated terms.
16. ENTIRE AGREEMENT
This document represents the entire agreement between the Parties and supersedes all prior oral or written agreements. Any amendment must be made in writing and signed by both Parties.
17. ACCEPTANCE & DIGITAL EXECUTION
By electronically accepting or enrolling in the X-PHY Affiliate Program, the Affiliate
acknowledges that they have read, understood, and agreed to all terms contained herein.
Affiliate’s electronic acceptance of this Agreement constitutes full legal consent and
execution.
IN WITNESS WHEREOF, the Parties agree to the terms set forth herein and will, to the best of their abilities, uphold their respective obligations.