NXT Labs Affiliate Agreement

This NXT Labs Affiliate Agreement (the "Agreement") is between NXT Labs ("NXT," "we," "us," or "our") and the individual or entity accepting it ("Affiliate," "you," or "your"). It becomes effective when you electronically accept it through the NXT affiliate onboarding flow.

You represent that you are at least 18 years old, have legal capacity to enter into this Agreement, and, if accepting for an entity, have authority to bind that entity. Participation is subject to NXT approval and continued compliance with this Agreement and any written program policies we provide.

You participate as an independent contractor. Nothing in this Agreement creates an employment, agency, franchise, fiduciary, joint-venture, or partnership relationship. You may not bind NXT, make commitments on NXT's behalf, or represent that you are an employee, healthcare provider, laboratory, or authorized agent of NXT.

You control how and when you perform your promotional activities, subject to this Agreement. You are solely responsible for your expenses, equipment, insurance, licenses, permits, taxes, and personnel.

You must provide accurate, current contact, tax, and payout information and promptly update it when it changes. You are responsible for safeguarding your affiliate portal credentials and for activity conducted through your account. Notify NXT promptly at info@nxtlabs.us if you suspect unauthorized access.

NXT may approve, deny, limit, suspend, or revoke program access in its reasonable discretion. Approval as an affiliate does not guarantee access to every product, promotion, code, rate, or sales channel.

During the term, NXT grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use promotional materials and brand assets that NXT expressly makes available for the affiliate program solely to promote eligible NXT storefront offerings.

You must follow NXT's current brand and messaging guidance, preserve all notices and trademarks, and stop using outdated or withdrawn materials when requested. You may not alter NXT marks in a misleading way, register domains or social handles containing NXT marks, imply endorsement beyond your approved affiliate status, or use NXT intellectual property for any other purpose.

You must promote NXT accurately, responsibly, and in compliance with all applicable advertising, consumer-protection, anti-spam, privacy, healthcare-marketing, endorsement, and platform rules. Every promotion must clearly and conspicuously disclose your material relationship with NXT, including that you may earn a commission, in a manner that satisfies applicable Federal Trade Commission endorsement guidance.

You may not make false, misleading, unsubstantiated, or deceptive claims; promise health outcomes; diagnose, treat, cure, or prevent a condition; present laboratory testing as a substitute for professional medical care; misstate prices, discounts, availability, or earnings; use fake reviews or testimonials; send unlawful unsolicited communications; or target individuals based on private health information.

You may use only claims and content that NXT has approved or that accurately describe publicly available NXT information. NXT may require prompt correction or removal of any promotion that it reasonably believes violates this Agreement, law, platform policy, or brand standards.

NXT may issue one or more unique affiliate codes to you. Codes may be used only in eligible NXT public storefront panel checkout flows and may not be used in partner-invite, partner-direct, custom-panel, test-only, or other excluded flows. You may not sell, transfer, sublicense, manipulate, or allow another person to represent your code as their own.

A transaction is attributed only when NXT's systems successfully validate and record your active code during an eligible checkout. Attribution is determined by NXT's records. A saved, displayed, or entered code does not guarantee attribution if it is removed, replaced, invalid, inactive, technically unavailable, or ineligible for the selected product or checkout channel.

You and your household may not use your own code for personal purchases, and you may not create transactions, accounts, traffic, or leads for the primary purpose of generating commissions rather than bona fide customer purchases.

A "Qualified Transaction" is a bona fide, successfully paid purchase of an eligible NXT storefront panel that is attributed to your active code, is not self-referred, fraudulent, canceled, refunded, disputed, charged back, duplicated, or otherwise ineligible, and complies with this Agreement.

The customer discount and your commission rate are the rates assigned to the specific code and validated by NXT at checkout. Different codes may have different rates. Rates apply to the customer charge recorded for the Qualified Transaction unless NXT expressly states another basis in writing.

NXT may change product eligibility and prospective code rates by updating the program configuration or giving notice. A rate change applies only to transactions validated after the change and does not alter the recorded commission-rate snapshot for an earlier Qualified Transaction.

Commissions become payable only after any stated hold period, satisfaction of NXT's payout-readiness requirements, receipt and review of requested tax and payment information, and achievement of any minimum payout threshold shown in your portal or communicated in writing. Pending or scheduled amounts are estimates until paid.

NXT may withhold payout while investigating suspected fraud, abuse, legal or regulatory risk, inaccurate information, a dispute, or a violation of this Agreement. NXT may offset amounts you owe against future commissions where permitted by law.

You are solely responsible for reporting and paying taxes arising from commissions. NXT may request a completed Form W-9 or other tax documentation, issue required tax forms, and withhold amounts when required by law. You must not send full bank credentials or full tax identification numbers through ordinary email or unsupported portal fields.

NXT may cancel, reverse, reduce, or adjust a commission associated with a refund, cancellation, chargeback, payment dispute, duplicate payment, fraud, pricing or attribution error, non-compliant promotion, or other transaction that does not qualify under this Agreement.

If a reversal occurs after payout, NXT may deduct the amount from future commissions or request repayment. You must notify NXT within 30 days after a portal statement or payout if you believe it contains an error; failure to notify us does not waive rights that cannot legally be waived.

You may receive only the limited, anonymized, or aggregated transaction information NXT chooses to provide for commission and payout reporting. You have no right to customer names, contact details, test selections tied to an identifiable person, results, diagnoses, intake responses, or other protected or sensitive health information.

You may not collect, request, infer, store, use, sell, or transmit personal or health information on NXT's behalf unless NXT expressly authorizes it in a separate written agreement. If a customer voluntarily shares health information with you outside NXT, you remain independently responsible for handling it lawfully and must not upload or transmit it to NXT through affiliate channels.

Non-public information about NXT's program, rates, product plans, technology, customers, operations, security, or business relationships is confidential. You will use confidential information only to perform under this Agreement, protect it with reasonable care, and disclose it only to personnel who need it and are bound by comparable obligations.

Confidentiality obligations do not apply to information you can document was lawfully public, already known without restriction, independently developed, or lawfully received from another source. If disclosure is legally required, you will provide advance notice when permitted and disclose only what is required.

Except for the limited license in this Agreement, NXT and its licensors retain all rights in the NXT platform, content, marks, technology, and promotional materials. No rights are granted by implication.

If you voluntarily provide suggestions or feedback about the program, you grant NXT a perpetual, worldwide, royalty-free right to use it without restriction or compensation, provided NXT does not publicly identify you as the source without permission.

You will maintain reasonable records supporting your promotional activities and disclosures and provide relevant records to NXT upon reasonable request when needed to investigate compliance, fraud, attribution, or a legal obligation.

You will promptly cooperate with reasonable compliance inquiries and notify NXT of any government, platform, or consumer complaint relating to your NXT promotions. You may not offer bribes, kickbacks, unlawful incentives, or anything of value intended to improperly influence a healthcare or purchasing decision.

This Agreement begins upon electronic acceptance and continues until terminated. Either party may terminate it at any time by written notice. NXT may immediately suspend codes, portal access, or payouts while investigating suspected fraud, security risk, legal exposure, customer harm, or a material breach.

Upon termination, you must stop presenting yourself as an NXT affiliate and stop using NXT codes, links, confidential information, and brand assets. Subject to this Agreement, NXT will pay valid commissions from Qualified Transactions completed before termination after applicable holds, adjustments, minimums, tax requirements, and investigations are resolved.

Sections concerning accrued payment rights, reversals, taxes, privacy, confidentiality, intellectual property, disclaimers, liability, indemnification, disputes, and general terms survive termination.

THE PROGRAM, PORTAL, CODES, LINKS, REPORTING, AND PROMOTIONAL MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, NXT DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY OF UNINTERRUPTED ACCESS, ATTRIBUTION, SALES, COMMISSIONS, OR EARNINGS.

NXT does not guarantee that you will generate traffic, Qualified Transactions, commissions, or any minimum payout. Third-party laboratories, payment processors, collection providers, social platforms, and other services operate independently and may affect availability or performance.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NXT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE COMMISSIONS PAID OR PAYABLE TO YOU DURING THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. These limitations do not apply where prohibited by law or to liability that cannot legally be limited.

You will defend, indemnify, and hold harmless NXT and its officers, directors, employees, contractors, and service providers from third-party claims, losses, liabilities, damages, judgments, penalties, costs, and reasonable attorneys' fees arising from your promotions, content, products or services; your breach of this Agreement; your violation of law, platform rules, or third-party rights; or the acts of anyone using your account or materials under your direction.

NXT will promptly notify you of a covered claim and reasonably cooperate at your expense. You may not settle a claim in a manner that admits fault by, imposes obligations on, or restricts NXT without NXT's prior written consent.

NXT may modify or discontinue program features, eligible products, promotional materials, codes, or prospective rates. Material changes to this Agreement will be presented through the portal, onboarding flow, email, or another reasonable channel and will identify their effective date.

If NXT requires acceptance of an updated Agreement, continued program participation may be conditioned on acceptance. Changes do not retroactively reduce a commission snapshot already recorded for a Qualified Transaction, except for a correction or reversal permitted by this Agreement.

You consent to receive program notices electronically at the email associated with your affiliate account or through the portal. Notices to NXT must be sent to info@nxtlabs.us. You are responsible for keeping your email address current.

Your typed name, checkbox acceptance, submission timestamp, and related electronic acceptance record constitute your electronic signature and have the same legal effect as a handwritten signature to the extent permitted by law.

Before filing a claim arising from this Agreement, the complaining party will send written notice describing the claim and requested relief, and the parties will attempt in good faith to resolve it for at least 30 days. Either party may seek immediate injunctive relief for misuse of intellectual property, confidential information, data, or systems.

Except where applicable law requires otherwise, this Agreement is governed by the laws of the state in which NXT maintains its principal place of business, without regard to conflict-of-laws rules, and the parties consent to exclusive jurisdiction in the state and federal courts serving that location.

You may not assign or transfer this Agreement, your account, or your payment rights without NXT's prior written consent. NXT may assign this Agreement in connection with a merger, reorganization, sale of assets, or transfer of the affiliate program. Any prohibited assignment is void.

This Agreement and any written program policies incorporated by reference are the entire agreement concerning the affiliate program and supersede prior affiliate-program discussions or understandings. A waiver must be in writing and applies only to the specific instance. If any provision is unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will continue in effect.

Headings are for convenience only. "Including" means "including without limitation." Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations already due.