AFFILIATE PROGRAM TERMSThese terms and conditions (these “Terms”) apply to the Phi Therapeutics affiliate program (“Program”) provided by Phi Therapeutics, Inc. (“Phi Therapeutics”). By registering to participate in the Program, you acknowledge and agree that you have read all of the terms and conditions set forth in these Terms and you agree to be bound by these Terms.Phi Therapeutics reserves the right to change or modify any of the terms and conditions contained in these Terms at any time and in its sole discretion by providing notice that these Terms have been modified. Such notice may be provided by (a) sending an email to the email address you provide when registering for the Program, (b) posting a notice on our website (“Site”), (c) posting the revised Terms on the Site and revising the date at the top of these Terms, or (d) such other form of notice as determined by Phi Therapeutics. Your continued participation in the Program will constitute your acceptance of such changes or modifications to these Terms.If you are accessing the Program in your capacity as an employee, consultant or agent of a company (or other entity), you represent that you are an employee, consultant or agent of such company (or other entity) and you have the authority to agree (and be legally bound) on behalf of such company (or other entity) to all of the terms and conditions of these Terms.For the purpose of these Terms, you and, if applicable, such company (or other entity) constitute “you” or “Affiliate”.REGISTRATION:In order to participate in the Program, you must complete the Program registration form provided via the affiliate platform made available on the Site (“Affiliate Platform”) and you must be accepted into the Program by Phi Therapeutics. If accepted, we will notify you. You agree to provide accurate, current and complete information about you as may be prompted by the Program registration forms via the Site.GENERAL REQUIREMENTS FOR ACCEPTANCE: You must meet the below core requirements in order to be accepted into the Program, but please understand that acceptance is at Phi Therapeutics’s sole discretion.You must operate a website or business in the United StatesYou must have a website and/or social media with established engagementYou must be in compliance with all of the terms and conditions set forth in these TermsYour website or business must not constitute a coupon or offer website/platformLICENSE:Subject to the terms and conditions of these Terms and solely during your participation in the Program, Phi Therapeutics grants you a non-exclusive, non-transferable, limited license to use Phi Therapeutics’s trade names, trademarks, service marks, symbols, and logos, and the assets, copy, and discounts provided to Affiliate by Phi Therapeutics through the Affiliate Platform (collectively, “Phi Therapeutics Assets”) solely to fulfill your obligations under the Program. Except as set forth in this paragraph, nothing in these Terms grants to you any right, title, or interest in or to any of the Phi Therapeutics Assets, and, all use of the Phi Therapeutics Assets will inure solely to the benefit of Phi Therapeutics. Affiliate will promptly notify Phi Therapeutics of (a) any known use by any third-party of any Phi Therapeutics Assets, or (b) any known use by any third-party of similar trade names, trademarks, service marks, symbols, or logos which may constitute an infringement or “passing off” of Phi Therapeutics’s trade names, trademarks, service marks, symbols, or logos.OBLIGATIONS/RESTRICTIONS: - None of the Phi Therapeutics Assets may be modified without Phi Therapeutics prior written consent in each instance - Affiliate will never represent its relationship with Phi Therapeutics in a false or misleading way, and Affiliate will not use deceptive, misleading, illegal or unethical practices in fulfilling any of its obligations under the Program or these Terms - Affiliate may not engage in any conduct that is likely to result in retaliation against Phi Therapeutics or its employees, officers, directors, contractors or other agents - Affiliate may not use any inappropriate techniques (including, but not limited to, cookie stuffing, misleading links, masking of the referral link, redirects, repeated manual clicks, using robots or automated query tools, using computer-generated search requests, and/or fraudulently using other search engine optimization services and/or software) in an attempt to defraud Phi Therapeutics- Affiliate must comply with paid search (Google, Bing, etc) policy as outlined below. Failure to comply will result in being removed from the program and commission reversals.The following words, terms, and phrases are protected SEM (Search Engine Marketing) bidding keywords and may not be bid on by any party outside of Phi Therapeutics: Phyla and any variations including misspellings, alternate spellings, alternate spacing, or any phrases that include these terms.Prohibited SEM Display URL Content - Wholesalers and affiliates may not use our brand name or domain name, or any variation, similar terms or misspelling of our brand name, as the display domain in any search advertisement.Prohibited SEM Ad Copy Content - Wholesalers and affiliates may not use our brand name or domain name, or any variation, similar terms or misspelling of our brand name in PPC (Pay Per Click) ad copy without prior approval from Phi Therapeutics.Prohibited Shopping Content - Wholesalers and affiliates may not use our brand name or domain name, or any variation, similar terms or misspelling of our brand name in product feed headlines and descriptions without prior approval from Phi Therapeutics. Have Google reps add the brand keywords in #1 as negatives.Prohibited SEM non-brand keyword linking - Non-brand keywords cannot be linked by wholesaler or affiliate to Phi Therapeutics website, i.e. direct linking (use of display URL) is prohibited.Special Instructions that must be followed for Search Marketing Publishers - Please add “Phlya”, “Phylabiotics.com” and misspellings as negative keywords for your campaigns to avoid broad matching. MARKETING: - All of Affiliate’s marketing costs with respect to the Phi Therapeutics program will be the responsibility of Affiliate - Affiliate must have all marketing approved, in writing (email will suffice), by the Phi Therapeutics team prior to deploying - Affiliate may not create websites or advertisements that copy or resemble the look and feel of any of Phi Therapeutics’s properties without Phi Therapeutics’s prior written consent - Affiliate may not offer coupons or incentives as a part of its marketing efforts unless approved in advance by Phi Therapeutics - Affiliate may not create any domains, sub-domains, or handles that use any of Phi Therapeutics’s trade name, trademarks, service marks, symbols, or logos - Affiliate must abide by all applicable laws and regulations including, but not limited to, the CAN-SPAM Act of 2003 (Public Law No. 108-187) - Affiliate must ensure that all emails from Affiliate show that they are from the Affiliate in the from line and no email can look like they are coming from Phi Therapeutics- Affiliates may not bid on Phi Therapeutics branded keywords WEBSITE/BUSINESS RESTRICTIONS:Your website or business (including, but not limited to, any marketing materials created by you or a third party acting on your behalf) must not contain any messages, text, materials, data, information, software, audio, art, images, photos, video, graphics, or other items or materials that may reasonably: - Violate any laws or regulations - Infringe or violate any copyrights, trademark rights, patent rights, trade secret rights, rights of publicity, rights of privacy, or any other rights of Phi Therapeutics or any other individual or entity - Be considered defamatory, obscene, threatening, inflammatory, malicious, harassing, offensive, hateful, or harmful to any individual or entity - Be considered obscene, pornographic, indecent or sexually explicit or that constitutes, fosters or promotes pornography or bestiality - Depict graphic, excessive, or gratuitous violence - Be false, misleading, or deceptive - Store or transmit any material that contains software viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, corrupted data, or any other computer code, files. or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware COUPON GUIDELINE:Affiliate will only use coupons provided to it by Phi Therapeutics through the Affiliate PlatformAffiliate will not use any coupon or offer found on any other website/platform to promote the Phi Therapeutics programAffiliate may only use coupons on its own website or platform and will not submit any codes to a coupon website/platformPhi Therapeutics will not pay a commission to Affiliate for a sale from a non-Phi Therapeutics coupon, but Phi Therapeutics will not reverse the customer transaction CALCULATION OF COMMISSIONS & PAYMENT: In order to receive commissions, you must use the unique link assigned to you by Phi Therapeutics in accordance with the Link Usage Guidelines (“Link Guidelines”). The Link Guidelines are available from affiliates@phitherapeutics.com and the Link Guidelines are incorporated into these Terms by reference. The unique link assigned to you tracks your sales by capturing when individuals click on one of your advertisements. At the close of each calendar month, Phi Therapeutics will calculate the revenue received by Phi Therapeutics from each customer order resulting from your unique link during the just completed calendar month. With respect to subscriptions, the initial sale is included in the calculation of commissions and renewals are not. Within approximately 30 days of the close of each just completed calendar month, Phi Therapeutics will pay to you the commissions for such just completed calendar month. Commission payments will usually occur via PayPal. - All commissions are less taxes, duties, interest, penalties, late charges, similar charges, and any amounts Phi Therapeutics must pay third parties - We reserve the right to reverse commissions due to order cancellations, disputed charges, duplicate orders, or any violation of these Terms - If we discover that you have attempted to create a fraudulent order, your participation in the Program will immediately be terminatedREPORTING VIOLATIONS:If you become aware of any violation of any of the terms or conditions of these Terms, you are required to immediately notify us and provide us with assistance, as requested, to stop or remedy the violation. To report any violation, please contact: affiliates@phitherapeutics.com.TERM & TERMINATION:Your participation in the Program will begin when you are accepted by Phi Therapeutics into the Program. Phi Therapeutics reserves the right, but does not have any obligation, to monitor or police activity in connection with the Program. If Phi Therapeutics reasonably believes that you have violated any of the terms or conditions of these Terms, in addition to other available remedies, your participation in the Program will immediately terminate. Phi Therapeutics will generally attempt to notify you of any activity in violation of these Terms and request that you cease such activity. Also, your participation in the Program may terminate if (a) you notify Phi Therapeutics that you would like to terminate your participation, or (b) Phi Therapeutics otherwise terminates your participation.If your participation in the Program is terminated due to a violation of these Terms, any outstanding commissions earned will be forfeited by you. If your participation in the Program is terminated for any other reason or you elect to terminate your participation in the Program, any outstanding commissions up to the effective date of such termination will be paid to you within 60 days of the effective date of such termination.GENERAL:These Terms set forth the entire agreement and understanding of you and Phi Therapeutics relating to the Program, and supersede all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom. These Terms will be governed by and construed in accordance with the laws of the state of California, without resort to its conflict of law provisions. IN NO EVENT WILL (A) Phi Therapeutics BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, ANY INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF Phi Therapeutics HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) Phi Therapeutics'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE AMOUNTS PAID BY Phi Therapeutics TO YOU PURSUANT TO THESE TERMS DURING THE SIX MONTH PERIOD PRIOR TO THE ACCRUAL OF THE FIRST CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. Neither party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other party, and the relationship between the parties will only be that of independent contractors. Neither party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever. You may not assign, delegate, or transfer (by sale, merger, operation of law, or otherwise) these Terms or any right, title, interest, or obligation hereunder without the prior written consent of Phi Therapeutics. Any attempted or purported assignment, delegation, or transfer in violation of the foregoing will be null and void and without effect. If any provision of these Terms is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled. You agree that communications and transactions between us may be conducted electronically.
