Effective Date: January 1, 2026
These Affiliate Program Terms and Conditions (the "Agreement") constitute a legally binding contract between Enhanced Chem, LLC (hereinafter referred to as "Company," "we," "us," or "our"), a limited liability company organized and existing under the laws of the State of Florida, and you (hereinafter referred to as "Affiliate," "you," or "your"), an independent contractor seeking to participate in the Company's Affiliate Program (the "Program").
By applying to, enrolling in, or participating in the Program (including by signing this Agreement, clicking "I Agree" or any equivalent online acceptance mechanism, or otherwise indicating acceptance), you acknowledge that you have read, understood, and agree to be bound by this Agreement, including all terms, conditions, policies, and disclaimers incorporated herein by reference. If you do not agree to these terms, you must not apply for or participate in the Program.
The Company reserves the right to amend, modify, or update this Agreement at any time, with or without notice, in its sole and absolute discretion. Continued participation in the Program after any such changes constitutes your irrevocable acceptance of the revised Agreement. It is your sole responsibility to review this Agreement periodically for updates. If you do not agree to any changes, your sole remedy is to immediately cease participation in the Program and notify the Company in writing
- PROGRAM OVERVIEW AND ELIGIBILITY
1.1 Program Purpose: The Program allows approved Affiliates to promote the Company's products exclusively for scientific research and development purposes. All products offered by the Company, including but not limited to research peptides, are sold strictly for in vitro research, laboratory use, and scientific experimentation only. These products can never under any circumstances be ingested, injected, applied topically, or consumed by humans or administered to humans or animals. These products are not intended, approved, or suitable for human or animal consumption, diagnosis, treatment, cure, prevention of any disease, or any other non-research application. Sales through the Program are restricted exclusively to qualified researchers, academic institutions, laboratories, and similar entities engaged in legitimate scientific research ("Researchers"). Under no circumstances may products be promoted or sold to general consumers, individuals, or entities not qualifying as Researchers. The Company makes no representations or warranties regarding the suitability, legality, or efficacy of the products for any purpose, and you assume all risks associated with promotion.
1.2 Eligibility Requirements: To participate in the Program, you must:
- Be at least 21 years of age and legally capable of entering into binding contracts.
- Be a resident of the United States or a jurisdiction where participation in such programs is lawful and where the promotion and sale of research chemicals is not restricted or prohibited.
- Provide accurate, complete, and verifiable information during the application process, including your full legal name, contact details, tax identification number (if applicable), personal information as required above, and details of your promotional platforms (e.g., website, social media accounts).
- Maintain a professional, compliant website or promotional platform that aligns with the Company's standards and does not contain any content that could harm the Company's reputation.
- Not be an employee, agent, or representative of the Company unless explicitly authorized in writing by an authorized officer of the Company.
- Agree to comply with all applicable federal, state, local, and international laws, regulations, and guidelines, including but not limited to FDA regulations, DEA guidelines, FTC advertising standards, export controls, anti-money laundering laws, and privacy laws regarding research chemicals and affiliate marketing.
- Not have any prior history of violations related to marketing restricted substances, false advertising, regulatory non-compliance, fraud, or any criminal activity.
- Submit to and pass any background checks, compliance audits, or verifications required by the Company at any time, at your sole expense.
The Company reserves the absolute right to approve, deny, suspend, or revoke Affiliate status at any time, for any reason or no reason, without notice or liability. Denial or revocation is final and non-appealable.
1.3 Independent Contractor Status: You are an independent contractor and not an employee, partner, joint venturer, franchisee, or agent of the Company. You have no authority to bind the Company to any obligations, make representations on its behalf, or act as its representative. You are solely responsible for all taxes, insurance, licenses, permits, business expenses, and liabilities arising from your participation. You waive any rights to employee benefits, workers' compensation, or unemployment insurance.
1.4 Anti-Bribery and Anti-Corruption: You agree to comply with all applicable anti-bribery and anti-corruption laws, including but not limited to the U.S. Foreign Corrupt Practices Act (FCPA) and equivalent international laws. You shall not, directly or indirectly, offer, promise, give, or accept any bribe, kickback, or other improper payment or advantage in connection with the Program or any promotional activities.
- PROMOTIONAL GUIDELINES AND RESTRICTIONS
2.1 Approved Promotions: As an Affiliate, you may promote the Company's products only through approved methods, such as unique referral links provided by the Company. All promotions must:
- Clearly and prominently state that products are "for scientific research and development purposes only" and link directly to the Company's official website for full disclaimers.
- Direct sales exclusively to Researchers, with verification processes (e.g., requiring proof of research affiliation, institutional email, or other documentation) handled by you at your expense if required by the Company.
- Use only Company-approved marketing materials, logos, and branding, without alteration unless explicitly permitted in writing by the Company.
- Comply with all intellectual property rights of the Company and third parties.
- Be pre-approved in writing by the Company for any custom content.
You grant the Company an irrevocable, worldwide, royalty-free license to use, reproduce, and display any content you create in connection with the Program for any purpose.
2.2 Prohibited Conduct and Statements: To ensure compliance with legal and regulatory requirements and to protect the Company from any liability, you are strictly prohibited from engaging in or making any of the following, directly or indirectly, in any promotional materials, websites, social media, emails, advertisements, communications, or otherwise:
- Human or Animal Consumption References: Do not state, imply, suggest, or hint that any product is intended for, suitable for, or related to human consumption, animal use, ingestion, injection, topical application, or any form of administration to living beings. This prohibition includes any representation that products can ever under any circumstances be ingested, injected, applied topically, or consumed by humans or administered to humans or animals. This includes, but is not limited to:
- Avoiding phrases like "for recovery," "healing," "performance enhancement," "weight loss," "muscle growth," "anti-aging," "therapeutic benefits," "health supplement," "dietary aid," "bodybuilding," "fitness," or any similar language that could be interpreted as implying human or animal application.
- Prohibiting any testimonials, reviews, or user stories that reference personal use, effects on the body, or non-research outcomes.
- Banning any images, videos, or content depicting humans or animals in proximity to products, or suggesting biological effects.
- Medical or Therapeutic Claims: Do not make any claims, representations, or implications that products can diagnose, treat, cure, prevent, or mitigate any disease, condition, or ailment. This includes avoiding terms like "drug," "medicine," "supplement," "cosmetic," "nutraceutical," or any FDA-regulated categories.
- Misleading or Deceptive Advertising: Do not use false, exaggerated, unsubstantiated, or misleading statements about product efficacy, quality, purity, safety, availability, or uses. All claims must be limited to verifiable research attributes (e.g., chemical composition) provided by the Company and must include the disclaimer: "Not for human or animal use. The Company makes no warranties regarding product performance."
- Illegal or Unethical Promotions: Do not promote products in connection with illegal activities, violence, hate speech, discrimination, gambling, narcotics, pornography, or any unethical practices. Do not target minors, vulnerable populations, non-Researchers, or any prohibited groups.
- Unauthorized Marketing Channels: Do not engage in spamming, unsolicited emails, automated bots, coupon sites, discount aggregators, pay-per-click (PPC) bidding on the Company's brand name (e.g., "Enhanced Chem" or product names), social media manipulation, or any black-hat SEO tactics. Do not modify referral links or use sub-affiliates, networks, or third-party services without prior written approval from the Company.
- Regulatory Violations: Do not imply or state that products are FDA-approved, compliant with GMP standards for human use, tested on humans/animals, or suitable for any non-research purpose. Do not discuss dosing, administration methods, protocols, side effects, interactions, or any information that could be construed as for human or animal application.
- Other Restrictions: Do not:
- Use the Company's name, trademarks, domain names, or content in a way that suggests endorsement, partnership, or affiliation beyond the limited Affiliate relationship.
- Collect, store, share, or process customer data without explicit written consent from the Company and in full compliance with all applicable privacy laws (e.g., GDPR, CCPA, HIPAA). You must forward all data to the Company immediately upon request.
- Promote competing products, services, or companies, or disparage the Company, its products, or affiliates.
- Fail to remove, update, or correct any content immediately upon the Company's request.
- Engage in any activity that could expose the Company to reputational harm, legal risk, or financial loss.
Any violation of these prohibitions, as determined solely by the Company, will result in immediate termination of your participation, forfeiture of all past, present, and future commissions, clawback of any payments made, and potential legal action, including pursuit of damages, injunctions, and reporting to authorities. You are solely responsible for monitoring, auditing, and ensuring full compliance of all your promotional activities, subcontractors, and agents at your expense. The Company has no obligation to monitor or enforce compliance but may do so at its discretion.
2.3 Audit Rights: The Company reserves the right to audit your promotional activities, records, websites, and communications at any time, with or without notice. You must provide full access and cooperation within 24 hours of request, at your sole expense. Failure to comply will result in termination and forfeiture of commissions.
2.4 Data Protection and Privacy: You agree to comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR), and California Consumer Privacy Act (CCPA). If you collect, process, or store any personal data in connection with the Program, you must implement appropriate technical and organizational security measures to protect such data from unauthorized access, disclosure, or loss. You shall promptly report any data breaches to the Company within 24 hours and cooperate fully in any investigation. You consent to the Company processing your personal data as necessary for the Program, and you indemnify the Company against any Claims arising from your handling of data.
- COMMISSIONS AND PAYMENTS
3.1 Commission Structure: Subject to full compliance with this Agreement and at the Company's sole discretion, you may earn commissions on qualifying sales generated exclusively through your unique referral links. Commissions are calculated as twenty-five percent (25%) (subject to unilateral adjustment, reduction, or elimination by the Company based on performance, market conditions, or any other factor) of net sales (excluding taxes, shipping, handling, refunds, returns, chargebacks, discounts, promotions, and any other deductions as determined by the Company) from verified Researcher purchases that are not disputed or reversed. Commissions are not earned on sales to yourself, your affiliates, or any related parties. The Company may withhold, deduct, or reverse commissions for any reason, including suspected fraud, non-compliance, or customer complaints.
3.2 Payment Terms: Commissions, if any, will be paid out on the first business day of each month following the month in which the qualifying sale occurred, provided the minimum threshold of $100 in accrued commissions is met and all verifications are complete. Payments may be delayed indefinitely for review, audits, or disputes. If the threshold is not met, commissions will roll over until met or forfeited upon termination. All payments are final, non-refundable, and non-transferable. The Company is not liable for any lost, delayed, or failed payments.
3.3 Payment Methods and Details: You must select one of the following payment methods and provide the required details below. You are solely responsible for the accuracy of this information and for all fees, charges, taxes, conversions, or losses associated with the transfer, including but not limited to bank fees, wire fees, currency exchange fees, blockchain fees, or any third-party service fees. The Company will deduct any such fees from your commissions before payment. The Company makes no guarantees regarding the security, timeliness, or success of any payment method.
You agree that the Company may change, limit, or discontinue any payment method at any time without notice or liability. If your selected method fails or is unavailable, the Company may choose an alternative at its discretion or withhold payment until resolved by you.
3.4 Taxes and Reporting: You are solely responsible for calculating, reporting, and paying all applicable federal, state, local, and international taxes, duties, withholdings, and fees on commissions earned, including self-employment taxes. The Company may withhold taxes as required by law and will issue IRS Form 1099 or other required forms if applicable. You indemnify the Company against any tax liabilities arising from your earnings.
3.5 No Guarantees: The Company makes no guarantees regarding commission amounts, payment schedules, or the availability of the Program. Commissions may be reduced to zero at any time.
- INDEMNIFICATION AND LIABILITY
4.1 Indemnification by Affiliate: You agree to indemnify, defend, and hold harmless the Company, its parent companies, subsidiaries, affiliates, officers, directors, managers, members, employees, agents, contractors, successors, assigns, and representatives (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, investigations, losses, damages, liabilities, judgments, settlements, costs, expenses (including reasonable attorneys' fees, expert fees, court costs, and disbursements), fines, penalties, taxes, interest, or any other obligations (collectively, "Claims") arising out of, related to, or in connection with, directly or indirectly:
- Your breach or alleged breach of this Agreement, including any representations, warranties, or covenants.
- Your promotional activities, content, statements, representations, omissions, or conduct, whether negligent, intentional, or otherwise.
- Any allegation that your actions or inactions led to legal scrutiny, investigations, audits, subpoenas, enforcement actions, or proceedings by any governmental or regulatory authority (e.g., FDA, DEA, FTC, IRS, SEC, FDCA, any state, local, and federal law enforcement agencies, or foreign equivalents).
- Any third-party claims related to your use of the Company's intellectual property, products, data, or services; privacy violations; consumer protection issues; intellectual property infringement; defamation; fraud; negligence; or any tortious or contractual liability.
- Your failure to comply with any laws, regulations, or industry standards.
- Any personal injury, property damage, economic loss, or other harm allegedly caused by products promoted by you.
- Any taxes, fees, or withholdings related to your earnings.
- Any other matter arising from your participation in the Program or relationship with the Company.
This indemnification obligation is unlimited in amount and scope, applies to Claims by any party (including governmental entities), and survives the termination or expiration of this Agreement indefinitely. You must notify the Company immediately of any potential Claim and cooperate fully in the defense at your sole expense, including providing all documents, information, and testimony requested. The Company may assume control of the defense at any time, and you agree to reimburse all costs. You may not settle any Claim without the Company's prior written consent.
4.2 Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE INDEMNIFIED PARTIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR DIMINUTION IN VALUE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE). THE COMPANY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE NET COMMISSIONS ACTUALLY PAID TO YOU IN THE PRECEDING THREE (3) MONTHS (OR $0 IF NONE). THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, OR AVAILABILITY. PRODUCTS ARE PROVIDED "AS IS" WITH NO WARRANTIES.
4.3 No Company Liability for Affiliate Actions: The Company assumes no responsibility or liability whatsoever for your actions, omissions, compliance failures, business operations, or risks. You bear all risks associated with your participation, including legal, financial, reputational, operational, and personal risks. You waive any claims against the Company for any matter arising from this Agreement.
- TERMINATION AND SURVIVAL
5.1 Termination: The Company may terminate this Agreement and your participation immediately, without notice, cause, or liability, for any reason or no reason, including but not limited to violations, poor performance, changes in law, or business decisions. You may terminate only by providing 30 days' written notice, during which you remain bound by all terms. Upon termination, you must immediately cease all promotions, remove all links, content, and references to the Company, destroy or return all materials, and forfeit all unpaid commissions, which may be clawed back. Termination does not relieve you of any obligations, including indemnification and payment of outstanding amounts.
5.2 Survival: All sections that by their nature should survive termination shall do so indefinitely, including but not limited to Sections 2 (Promotional Guidelines and Restrictions), 3.4 (Taxes and Reporting), 4 (Indemnification and Liability), 6 (Confidentiality and Intellectual Property), 7 (Governing Law and Dispute Resolution), and any accrued obligations.
6. NON-DISCLOSURE, CONFIDENTIALITY, AND INTELLECTUAL PROPERTY
6.1 Non-Disclosure Agreement (NDA): You agree that all information disclosed by the Company, whether oral, written, electronic, or in any other form, including but not limited to trade secrets, product formulations, customer lists, pricing details, marketing strategies, business plans, research data, supplier information, financial data, and any other proprietary information (collectively, "Confidential Information"), is confidential and proprietary to the Company. You shall not disclose, publish, or disseminate any Confidential Information to any third party without the Company's prior written consent. You shall use Confidential Information solely for the purpose of participating in the Program and shall not use it for any other purpose, including personal gain or benefit to any competitor. This non-disclosure obligation applies during the term of this Agreement and for a period of five (5) years following termination or expiration, or indefinitely for trade secrets. You shall take all reasonable measures to protect the confidentiality of the Confidential Information, at least as stringent as those you use for your own similar information. Upon termination or at the Company's request, you shall immediately return or destroy all Confidential Information and certify such return or destruction in writing. Any breach of this NDA will cause irreparable harm to the Company, entitling it to seek immediate injunctive relief, damages, and any other remedies available at law or in equity, without the need to post a bond. You waive any defense that monetary damages are sufficient.
6.2 Confidentiality: You must keep confidential all non-public information provided by or related to the Company (including trade secrets, customer data, business strategies, product details, and Program terms), using it solely for approved Program purposes. You may not disclose, copy, or use such information for any other purpose without the Company's prior written consent. Upon termination or request, you must return or destroy all confidential information. Breaches will result in injunctive relief, damages, and termination.
6.3 Intellectual Property: All Company trademarks, copyrights, patents, trade secrets, content, materials, and derivatives remain the sole property of the Company. You are granted a limited, non-exclusive, non-transferable, revocable license to use approved materials solely for promotional purposes during active participation. You assign to the Company any rights in content you create related to the Program. You agree not to challenge the Company's intellectual property rights.
- GOVERNING LAW AND DISPUTE RESOLUTION
7.1 Governing Law: This Agreement is governed exclusively by the laws of the State of Florida, without regard to conflict of laws principles. Any disputes, claims, or controversies arising from or related to this Agreement shall be resolved exclusively in the state or federal courts located in Palm Beach County, Florida. You consent to personal jurisdiction and venue therein and waive any objections. You agree to service of process by certified mail.
7.2 Dispute Resolution: Before initiating any legal action, you must provide written notice of any dispute to the Company and allow 60 days for resolution. All disputes must be resolved through binding arbitration in Palm Beach County, Florida, under the rules of the American Arbitration Association, at the Company's election. The prevailing party (as determined by the arbitrator or court) shall recover all costs, including attorneys' fees. You waive any right to class actions, jury trials, or punitive damages.
7.3 Severability: If any provision is held invalid or unenforceable, the remainder shall continue in full force. The Company may replace the invalid provision with one that reflects the original intent.
7.4 Waiver: No waiver of any term shall be effective unless in writing signed by the Company. Failure to enforce any term does not constitute a waiver.
7.5 Force Majeure: The Company shall not be liable for any delays or failures due to events beyond its control, including acts of God, pandemics, wars, strikes, regulatory changes, or supply issues.
7.6 Notices: All notices to the Company must be in writing via certified mail to: Enhanced Chem, LLC, [Company Address]. Notices to you may be via email or mail to the information you provided.
7.7 Assignment: You may not assign this Agreement without the Company's prior written consent. The Company may assign freely.
7.8 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, representations, or understandings. No modifications except in writing signed by the Company.
7.9 No Third-Party Beneficiaries: This Agreement is solely for the benefit of the parties and the Indemnified Parties.
7.10 Electronic Acceptance and Binding Effect: By checking any acceptance box, clicking "I Agree," or using any equivalent online acceptance mechanism during the enrollment or application process, you expressly acknowledge and agree that such action constitutes your electronic signature, which is the legal equivalent of your handwritten signature and has the same binding force and effect. You represent and warrant that you have the full legal capacity and authority to enter into this Agreement, and by providing such electronic acceptance, you irrevocably agree to be bound by all terms, conditions, obligations, representations, warranties, and disclaimers set forth in this Agreement in their entirety, without reservation or exception, as if you had signed this Agreement manually in ink. You waive any rights or defenses related to the validity or enforceability of this Agreement based on the electronic nature of your acceptance, and you consent to the use of electronic records and signatures in accordance with applicable laws, including but not limited to the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA). The Company may rely on your electronic acceptance as conclusive evidence of your intent to be bound, and no further signature or confirmation is required.
7.11 Waiver of Jury Trial: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, CLAIM, OR COUNTERCLAIM ARISING OUT OF, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, YOUR PARTICIPATION THEREIN, OR ANY DISPUTE BETWEEN YOU AND THE COMPANY (INCLUDING ANY INDEMNIFIED PARTIES). YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE COMPANY TO ENTER INTO THIS AGREEMENT AND THAT YOU HAVE HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL REGARDING THIS PROVISION. THIS WAIVER APPLIES REGARDLESS OF WHETHER THE DISPUTE IS RESOLVED THROUGH ARBITRATION, LITIGATION, OR ANY OTHER MEANS, AND SURVIVES THE TERMINATION OR EXPIRATION OF THIS AGREEMENT. YOU FURTHER AGREE THAT ANY SUCH PROCEEDING SHALL BE TRIED BEFORE A JUDGE OR ARBITRATOR WITHOUT A JURY, AND YOU WAIVE ANY OBJECTION TO THE ENFORCEABILITY OF THIS WAIVER UNDER ANY APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO THE FEDERAL ARBITRATION ACT OR STATE EQUIVALENTS.
7.12 Headings and Interpretation: The section headings used in this Agreement are for convenience only and shall not affect the interpretation of any provision. This Agreement shall be construed without regard to any presumption or rule requiring construction against the party drafting the document. In the event of any ambiguity or question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions.
8. REPRESENTATIONS AND WARRANTIES
You represent and warrant to the Company that: (i) you have the full legal right, power, and authority to enter into this Agreement and perform your obligations hereunder; (ii) your participation in the Program and all promotional activities will comply with all applicable laws, regulations, and industry standards; (iii) all information provided to the Company, including personal and promotional platform details, is accurate, complete, and current; (iv) your promotional platforms do not infringe any third-party intellectual property rights or contain unlawful, defamatory, or harmful content; (v) you will not engage in any conduct that could damage the Company's reputation; and (vi) you have obtained all necessary consents, licenses, and approvals required for your activities under this Agreement. These representations and warranties survive the termination or expiration of this Agreement.