Peptriva Partner Program Agreement

1. Introduction and definitions

1.1 Purpose. The Peptriva Partners program (the "Program") pays independent partners a commission on qualifying orders placed at peptriva.com by customers they refer. Peptriva is a supplier of research peptides and reference compounds for laboratory and in vitro research use. For research use only. Not for human or veterinary use. Nothing in the Program changes what the products are or what they are sold for, and every Partner must describe them accordingly.

1.2 The Agreement. The Program Terms Sheet states the specific commercial terms of your participation: the qualifying Action, the payout, the schedule, the credit policy and the general terms. These Master Terms govern everything else. Where the Program Terms Sheet and the Master Terms differ, the Program Terms Sheet governs for the term it addresses. Where either differs from the summary table on the Program page, this Agreement governs.

1.3 Definitions. "Action" means the event that earns Partner Compensation, namely an order completed and paid at peptriva.com by a Customer attributed to you. "Customer" means a person who orders from peptriva.com and is not you, your household, or an account you control. "Code" means the personal promo code Peptriva issues you. "Link" means the tracking link Peptriva issues you, currently https://peptriva.com/?ref=CODE. "Partner Compensation" means the commission and any bonus or adjustment credited to your account under this Agreement. "Platform" means the partner portal at https://www.peptrivapartners.com, including its dashboard, tracking and payout functions. "Services" means promoting peptriva.com in accordance with this Agreement.

2. Eligibility and accounts

2.1 You must be at least 18 years old, provide accurate information, and keep it current. One account per person or entity. If you apply on behalf of a company, you confirm that you have authority to bind it.

2.2 Applications are approved automatically and reviewed afterward. Approval does not waive review. Peptriva may decline, suspend or close any account at its discretion, including for conduct that occurred before you applied.

2.3 You are responsible for everything done through your account and for keeping your password, wallet address and tax information correct.

3. Tracking, attribution and calculation

3.1 Peptriva's tracking is the sole record of Actions and Partner Compensation. All tracking and calculation are performed by the Platform in accordance with the credit policy in the Program Terms Sheet. Partners may not fire their own tracking pixel or otherwise instrument peptriva.com.

3.2 A Customer becomes attributed to you when they enter your Code at checkout, or click your Link and place an order within 30 days. If both a Code and a Link cookie are present, the Code controls. A Customer already attributed to a Partner stays with that Partner; a second Partner's Code or Link does not transfer them.

3.3 Attribution lasts 12 months from the attributed Customer's first order. Every qualifying Action in that window is credited to you whether or not the Customer uses your Code again. Attribution is not extended by later use of a Code during the window. After the window ends, a new order placed with a Partner's Code or Link starts a new window for that Partner.

3.4 If tracking is interrupted by Peptriva's error and you demonstrably continue to send Customers, Peptriva will calculate Partner Compensation on a fair and reasonable basis taking into account your prior performance and any other appropriate factors.

3.5 Disputes about attribution or the amount of a payout must be raised in writing within 60 days of the payout in question, after which the payout is final.

4. Reversals

4.1 An Action may be reversed, and the Partner Compensation on it cancelled or recovered, up to 100% of the amount credited, if:

• the order is incomplete, unpaid, cancelled, refunded, returned or charged back, in whole or in part (a partial refund reverses the proportionate share);
• the order was placed by you, your household, or an account you control (a "self-referral");
• the order was placed with a promo code other than your own, or with a Code obtained from a coupon, deal or cashback site;
• the Customer is ineligible, or the order violates the store's own terms;
• Peptriva reasonably believes the Action is fraudulent, unauthorized, not bona fide, or placed to manipulate the Program; or
• the Action was procured through a promotional method prohibited by section 8 or the Content Policy.

4.2 Reversals are decided by Peptriva. Where the reversed amount has already been paid, Peptriva may offset it against future payouts or recover it from you. Self-referrals and fraudulent Actions are also grounds for termination under section 7.

5. Partner Compensation and payouts

5.1 Rate. The commission is 15% of the order subtotal, meaning the product total after any discounts and before shipping, taxes, duties and fees. While your attributed sales in the trailing 30 days are $5,000 or more, orders placed during that time earn 20%. The tier is reviewed at each payout and stays on for as long as you remain above the line. Peptriva may set a higher rate for an individual Partner in writing.

5.2 Locking and clearing. Each Action is held for 30 days after the order date to cover refunds and chargebacks, then locked and released to your cleared balance.

5.3 Payout schedule. Cleared balances of $50 or more are paid on the 15th of each month. Smaller balances roll forward. A payout without a wallet address is held until one is added and released automatically once it is.

5.4 Payment method. Partner Compensation is denominated in US dollars and paid as the equivalent number of USDC on the Base network, to the wallet address on your account. Peptriva does not pay in any other currency, network or method. Transfers to a wallet address are final and cannot be recalled. It is your responsibility to provide an address you control on the Base network and to keep it correct; Peptriva is not liable for amounts sent to an address you provided.

5.5 Taxes. You are solely responsible for determining, reporting and paying all taxes, duties and government charges on amounts paid to you under this Agreement in every jurisdiction that applies to you, including any consequences of receiving payment in USDC. Peptriva does not withhold taxes, does not issue tax forms and does not collect tax identification numbers. Your dashboard and monthly statements provide the figures you need. Peptriva may request information reasonably needed to comply with a law that applies to it and may withhold payout until such a request is satisfied.

5.6 Suspended accounts. Payouts to a Partner whose account is suspended for a suspected violation are held pending review. Partner Compensation arising from violating activity is forfeited.

5.7 No guarantee. Nothing in this Agreement guarantees that your Services will generate any Actions or any amount of Partner Compensation.

6. Customer discount

6.1 Your Code gives a Customer 10% off the subtotal of their first order at peptriva.com. It applies once per Customer and may be changed or withdrawn on notice under section 13.

6.2 The Code cannot be combined with any other Peptriva store promotion, including Peptriva's first-order credit for new customers or bulk and multi-unit pricing. Because Partner Compensation is calculated on the subtotal after the discount (section 4), a larger first order pays a larger commission on that order.

6.3 Peptriva sets the retail prices, product range and store terms and may change them at any time. Partner Compensation is calculated on the amount the Customer actually pays for products.

7. Term and termination

7.1 Term. This Agreement starts when you apply and continues until terminated. Either party may terminate at any time: you by notice to hello@peptriva.com or by closing your account, Peptriva by notice to the email address on your account or by closing your account.

7.2 Consequences of termination. On termination (a) you will stop providing the Services and remove your Code and Link from your content within 7 days; (b) Peptriva will pay all Partner Compensation that has cleared, and Actions already tracked that clear after termination, at the next regular payout, less any reversals and forfeitures under this Agreement; (c) attribution ends, and no new Actions are credited after the termination date; and (d) the license in section 9 ends.

7.3 Termination for cause. Peptriva may terminate immediately, and forfeit unpaid Partner Compensation, for any violation of section 8 or the Content Policy, for self-referral or fraud, or for conduct that in Peptriva's reasonable judgment harms the Peptriva brand or exposes Peptriva to legal risk.

8. Promotional methods and conduct

8.1 You must comply with the Content Policy, which is part of this Agreement, and with all applicable laws, including the FTC Act and the FTC's Guides Concerning the Use of Endorsements and Testimonials, the CAN-SPAM Act, and the rules of each platform you post on.

8.2 Required. Every time you share your Code or Link you must disclose, clearly and before the click, that you earn a commission. You must describe the products only as research peptides or reference compounds for laboratory use and include the research-use statement wherever a product is named.

8.3 Prohibited. Unless Peptriva authorizes it in writing, you will not provide the Services using any of the following:

• orders or leads obtained other than through a Customer's own action, including scraping, compiling or submitting Customer information on a Customer's behalf;
• fake redirects, automated software, bots, iframes, hidden frames, cookie stuffing or any other mechanism to generate or fabricate Actions;
• Actions that are not in good faith, or that interfere with the referral of a Customer by another Partner;
• incentives, payments, rebates or inducements offered to a Customer in exchange for using your Code, other than the customer discount the Program provides;
• bidding on or using "Peptriva" or confusingly similar terms in paid search or paid social advertising, domain names, subdomains or account handles;
• posting your Code on coupon, deal or cashback sites, or in communities that prohibit affiliate links;
• unsolicited email, messages or comments, or code words, emoji substitutes or other techniques intended to evade platform moderation;
• describing dosing, administration, reconstitution, schedules or protocols, in any medium including private messages;
• publishing results, before-and-after content, testimonials, or health, therapeutic, performance or comparative-drug claims;
• representing yourself as an employee, agent or spokesperson of Peptriva, or making any promise, warranty or statement on Peptriva's behalf;
• recruiting other partners for compensation, or presenting the Program as multi-level. The Program is single level.

8.4 Actions procured through a prohibited method are non-commissionable and are reversed under section 4.

9. License and intellectual property

9.1 License to you. For the term of this Agreement Peptriva grants you a revocable, non-exclusive, non-transferable, worldwide, royalty-free license to use the Peptriva name, logo and the materials in the Partner Toolkit solely to the extent necessary to perform the Services under this Agreement. You may not modify the materials, combine them with claims Peptriva does not make, or use them after termination. All rights not expressly granted are reserved.

9.2 Intellectual property. "Intellectual Property" means trademarks (registered or not, with their goodwill), designs, copyright, database rights, software, domain names, rights in Confidential Information and all other intellectual property rights, now existing or created later. All Intellectual Property existing before this Agreement belongs to the party that owned it. Peptriva owns the Platform, the Program materials and all data generated by the Platform.

9.3 Your content. You keep ownership of content you create. You grant Peptriva a non-exclusive, royalty-free, worldwide license to display, reproduce and share content you create that references Peptriva, for Program administration, compliance review and, with your permission, marketing.

10. Confidential information

10.1 "Confidential Information" means non-public information a party discloses to the other in connection with the Program, in any form, including commission rates offered to individual Partners, sales and conversion data, Customer information, pricing, margins, unreleased products and the Platform's technical details. Aggregate figures shown on your own dashboard are Confidential Information of Peptriva; you may state your own earnings but not Peptriva's sales, Customer counts or other Partners' performance.

10.2 The receiving party will hold Confidential Information in confidence with at least the care it uses for its own, use it only for this Agreement, not copy it except as needed for this Agreement, and disclose it only to employees and agents who need to know and are bound to protect it. These obligations do not apply to information that was already known to the receiving party without restriction, becomes public through no fault of the receiving party, is independently developed, or is received from a third party without restriction. If the receiving party is required by law or legal process to disclose Confidential Information, it will promptly notify the disclosing party where lawful and reasonably assist in seeking protection.

10.3 You will not collect, store or use personal data of Customers on Peptriva's behalf. Peptriva shows you the order number, amount and commission of each Action, and never the Customer's identity.

11. Monitoring and enforcement

11.1 Peptriva monitors Partner content and Actions and may request changes at any time. On a first violation you will normally receive a correction notice with 48 hours to fix it.

11.2 Repeated or serious violations, including any dosing, results or health-claim content, self-referral, or fraudulent Actions, may result in immediate suspension or termination, forfeiture of unpaid Partner Compensation arising from the violation, and recovery of Partner Compensation paid on affected orders.

12. Representations and warranties

12.1 Each party represents and warrants that (a) it has full power and authority to enter into and perform this Agreement; (b) its performance will not infringe the rights of any third party or breach any obligation it owes to a third party; and (c) it will comply with all applicable laws, rules and regulations in its performance under this Agreement.

12.2 You further represent and warrant that all information in your application and account is accurate, that you are not located in a country subject to comprehensive US sanctions, that the wallet address you provide is yours, and that you will not use the Program to launder money or evade any law.

13. Changes to the Agreement

13.1 Peptriva may change this Agreement, including the commission rate, the performance tier, the customer discount, the payout schedule or any Program feature, by posting the revised Agreement on the Platform and emailing the address on your account at least 14 days before the change takes effect. Changes required by law or made to address abuse may take effect immediately on notice.

13.2 Changes apply to Actions tracked on or after the effective date. Actions already tracked keep the terms in force when they were tracked. Continuing to participate after the effective date is acceptance; if you do not accept a change, your remedy is to terminate under section 7.

14. Indemnification

14.1 You will defend, indemnify and hold harmless Peptriva and its shareholders, directors, officers, employees, contractors and agents from all third-party claims, suits, costs, damages, liabilities, expenses (including reasonable attorneys' fees), settlements and judgments arising from your content, your promotional methods, any statement you make about Peptriva or its products, or your breach of this Agreement.

14.2 Peptriva will defend, indemnify and hold you harmless from third-party claims that the Partner Toolkit materials, used as provided and in accordance with this Agreement, infringe a third party's Intellectual Property.

14.3 The indemnified party will notify the indemnifying party in writing within a commercially reasonable time of a claim, give the indemnifying party sole control of the defense and settlement (except that no settlement may admit fault on the indemnified party's behalf without its reasonable consent), and provide reasonable assistance at the indemnifying party's expense. The indemnified party may participate at its own expense.

15. Disclaimers and limitation of liability

15.1 The Program and the Platform are provided as is. Peptriva does not warrant that tracking will be error-free or uninterrupted, that the Program will continue, or that you will earn any amount.

15.2 Nothing in this section excludes or limits liability that cannot be excluded or limited under law, including for fraud.

15.3 Subject to 15.2, each party's total liability to the other arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, is limited to the Partner Compensation paid and payable by Peptriva to you under this Agreement in the six months before the event giving rise to the claim.

15.4 Subject to 15.2, neither party is liable to the other for loss of actual or anticipated profits, contracts, customers or business, loss of reputation, or any indirect, consequential, special, punitive or exemplary damages, however arising.

16. Privacy and data

16.1 Peptriva processes the information you provide in accordance with the Privacy Policy. Payouts are recorded on the public blockchain of the network you are paid on; a wallet address and the amounts sent to it are public by nature. Peptriva does not collect tax identification numbers.

16.2 Peptriva may use third-party services to send email, process payouts and host the Platform. Those services receive only the information needed to perform their function.

17. General

17.1 Independent contractors. The parties are independent contractors. This Agreement does not create an employment, agency, partnership or joint-venture relationship, and neither party may bind the other or create liability for the other except as expressly provided here.

17.2 Waiver of remedies. A party's delay or failure to exercise a right does not waive it, and a waiver of one breach is not a waiver of any later breach. Rights and remedies under this Agreement are cumulative and in addition to any provided by law.

17.3 Assignment. You may not assign, transfer or subcontract this Agreement or your account without Peptriva's prior written consent. Peptriva may assign this Agreement to an affiliate or to a successor of its business on notice to you, and you may terminate under section 7 if you object.

17.4 Audit and records. Each party will keep adequate records of its compliance with this Agreement during its term and for one year afterward and will make copies available to the other on reasonable written request. For Partners this includes copies of content that carried your Code or Link.

17.5 Notices. Notices must be in writing. Notices to you are sent to the email address on your account or shown in the Platform and are deemed received when sent. Notices to Peptriva are sent to hello@peptriva.com or to Wayne Ventures SEZC, Grand Cayman, Cayman Islands, and are deemed received on the next business day.

17.6 Force majeure. Neither party is liable for failure or delay caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, fire, flood, epidemic, governmental action, or failure of the Internet, a blockchain network or a third-party service. Either party may terminate on notice if a force majeure event continues for more than 30 days.

17.7 Entire agreement. This Agreement, including the Program Terms Sheet, the Content Policy and the Privacy Policy, is the entire agreement between the parties on its subject matter and supersedes any prior agreement, including any earlier version of the Partner Program Terms.

17.8 Governing law and venue. This Agreement, including its validity, interpretation and performance, is governed by the laws of the Cayman Islands without regard to its conflict-of-laws rules. Any dispute that cannot be resolved informally within 30 days of written notice will be brought exclusively in the courts of the Cayman Islands, and each party consents to their jurisdiction and venue.

17.9 Electronic acceptance. By applying to the Program or accepting this Agreement in the Platform you are entering into a legally binding contract, and you waive any requirement under applicable law for an original signature or for non-electronic records, payments or credits.

17.10 Severability. If a provision is held illegal, invalid or unenforceable, it is severed and the remainder of the Agreement continues in force. The parties will in good faith modify the severed provision to carry out its intent.

17.11 Survival. Sections 3.5, 4, 5.4 to 5.6, 7.2, 9.2, 9.3, 10, 12, 14, 15, 16 and 17, and any other provision that by its nature should survive, survive termination or expiry of this Agreement.

18. Contact

Wayne Ventures SEZC, Grand Cayman, Cayman Islands, 1-656-269-7377. Program questions: hello@peptriva.com.