Research Partner Program Terms

Effective September 11, 2026. Axovera Labs, Atlanta, Georgia.

These Terms govern your participation in the Axovera Labs Research Partner Program (the “Program”). By creating a partner account, clicking any acknowledgement, or otherwise participating in the Program, you agree to be bound by these Terms and all linked policies. Please read carefully — Section 14 contains an arbitration agreement and class-action waiver.

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. Your referral code is issued when you create it. You must complete the on-file acknowledgements before the partner area and payouts are available. You may not participate if Axovera 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 Axovera Labs. You have no authority to bind Axovera Labs, accept payments on its behalf, negotiate on its behalf, make representations about Axovera Labs, or hold yourself out as a representative, spokesperson, or official source of Axovera Labs. You may not register domain names, social media handles, email addresses, or any other identifiers that could reasonably be confused with Axovera Labs’ own properties.

3. License to Use Brand Assets

Subject to these Terms, Axovera Labs grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to share your referral link and to mention Axovera Labs’ product names in accurate, non-disparaging contexts. You may not modify our logos, marks, or trade dress, create derivative branding, or use any Axovera 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 Axovera Labs’ 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. Axovera 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.

Axovera Labs supplies research-use-only compounds for qualified laboratory research. You will not:

Describe Axovera Labs products as suitable for human or veterinary use, consumption, ingestion, injection, self-administration, dietary or supplement use, cosmetic use, or any medical application;
Provide dosing, administration, cycling, or usage instructions of any kind directed at humans or animals;
Claim or imply that any Axovera Labs product diagnoses, cures, prevents, or is a medicine for any disease, illness, condition, symptom, or biological function;
Make health, performance, hormonal, longevity, body-composition, fitness, or aesthetic claims about Axovera Labs products;
Misrepresent the discount amount, fabricate discount percentages or limited-time offers, or otherwise mislead anyone about pricing, savings, or program terms;
Make false, misleading, deceptive, exaggerated, or unsubstantiated claims about Axovera Labs, its products, pricing, discounts, or business practices;
Use Axovera Labs’ name, trademarks, or marks in paid search campaigns, in domain names, or in any manner that would mislead people about the source of the offer;
Promote Axovera 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 Axovera Labs in every piece of content where you include your referral code, your referral link, or any reference to Axovera 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 Axovera Labs personnel or products, or any other practice designed to deceive, inflate, or manipulate Program metrics.

7. Commissions, Payouts, and Withholding Rights

The default commission is 10% of referred store orders, attributed for 30 days after a visit with your referral URL, unless a different rate is assigned to your account. Commission rates and the payout schedule may be updated at any time at Axovera Labs’ sole discretion. Commissions are not due on refunded, cancelled, fraudulent, or self-referred orders. Earned commissions are subject to chargebacks, returns, refunds, and fraud reviews. Axovera 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 Axovera 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 Axovera Labs’ 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. Axovera 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.

Identity and tax processing. Before any payout can be released, Axovera Labs may require identity verification, sanctions screening, anti-money-laundering review, and a valid tax form. If you fail any portion of this processing — including inaccurate information, identity verification failure, sanctions-list hits, incomplete or invalid tax forms, or a prohibited jurisdiction — Axovera Labs may withhold unpaid commissions until the issue is resolved or, if not resolved within a reasonable time as determined by Axovera Labs, may treat them as forfeited. Axovera Labs has no liability for any delay, denial, withholding, forfeiture, or non-payment of commissions arising from your failure to complete this processing.

8. Strike System and Fairness

Axovera 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. Axovera 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.
Warning vs. Strike vs. Final. For minor, first-time, cureable violations, Axovera 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 through the contact page 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.

The above are non-binding guidelines. You acknowledge and agree that Axovera Labs retains sole discretion under Section 9 to issue, modify, skip, or escalate strikes, to deviate from these defaults, and to suspend or terminate your account immediately without prior notice, without opportunity to cure, and without observing the strike sequence. Nothing in this Section creates a contractual right to a specific enforcement process.

9. Sole-Discretion Enforcement; At-Will Termination

You expressly acknowledge and agree that Axovera 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, including by withholding approval of a pending application;
Deactivate your referral code, revoke your license to use Axovera Labs’ brand assets, and require removal of any content referencing Axovera 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 Axovera 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 Axovera 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 Axovera Labs shall constitute a waiver of these rights. Termination by Axovera Labs shall not give rise to any liability or damages of any kind, and you release Axovera Labs from any such claim.

10. Audit, Investigation, and Cooperation

Axovera 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 Axovera 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. Axovera 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 Axovera Labs’ prior written consent.

13. Disclaimers; Limitation of Liability

The Program is provided “AS IS” and “AS AVAILABLE.” Axovera 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 Axovera 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 Axovera Labs has been advised of the possibility of such damages. Axovera Labs’ aggregate liability under or relating to these Terms is limited to the lesser of (a) the total commissions actually paid to you by Axovera 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 Atlanta, Georgia 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 Atlanta, Georgia, 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 through the contact page including your full name and account email.

15. Governing Law

These Terms are governed by the laws of the State of Georgia, 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

Axovera 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 Axovera 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 Axovera Labs via email to your address of record, by posting in your partner dashboard, or by any other reasonable means. Notice is deemed received within 24 hours of being sent or posted. Notices to Axovera Labs must be sent through the contact page.

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 Axovera Labs in exercising any right or remedy shall operate as a waiver.

Assignment. Axovera 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 Axovera Labs’ prior written consent; any prohibited assignment is void.

Force Majeure. Axovera 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 Axovera Labs regarding the Program and supersede all prior oral or written agreements, representations, or understandings.

19. Contact

Questions about these Terms or the Program: axoveralabs.com/contact.

All products offered by Axovera Labs are intended strictly for laboratory research purposes only and are not intended to diagnose, treat, cure, or prevent any disease or medical condition. Not for human or veterinary use.

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