Last updated: November 15, 2022

Affiliate Agreement Terms and Conditions

PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (the “Affiliate”) and us (“Lyquid, Inc.”).

It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the languages are necessary “legalese” but we have tried to make it as readable as possible.

The Lyquid, Inc. Affiliate Agreement Terms and Conditions applies to your participation in Lyquid, Inc.’s Mimzy Affiliate Partner Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.

Lyquid, Inc. reserves the right to update these terms periodically. Lyquid, Inc. also reserves the right to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing or new program, including our partner programs.

If Lyquid, Inc. updates or replaces the terms of this Agreement, we will let the Affiliate know via electronic means, which may include an in-app or in-account notification or by email. Any updates will be indicated on this Affiliate Agreement Terms and Conditions page.

If the Affiliate does not agree to the update or replacement, you can choose to terminate as we describe below.

1. Affiliate Partner Application Approval

The approval or rejection of ANY Affiliate Program Application is upon our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program Application.

2. Commissions and Payment

All sales happening in a given month are released after 45 days, as long as a minimum commission threshold of $350.00 USD has been reached in your account. Commissions are paid once a month. For you to receive commission against a referral, the account must remain active for 30 days. Higher commission payouts for Healthcare Provider White Label Commercial accounts will only be rewarded to you after the Healthcare Provider’s account has remained active without account payment issues after 3 full payment cycles.

You will not receive commission against your own account nor can you refer yourself. There is a limit of one commission per referral. If someone clicks the link on your site and orders multiple accounts, then you will receive a commission on the first order only.

Payments will be made only against those transactions that have been successfully completed. Chargebacks or refunds will not be paid out. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Application); (ii) completed all steps necessary to create your account in the Affiliate System in accordance with our directions, (iii) have a valid and up-to-date payment method in the Affiliate System with such account (iv) completed any and all required tax documentation in order for the Affiliate System to process any payments that may be owed to you. This includes a Form W-9 if you are a USA based Affiliate, which will be requested of you upon reaching $600.00 USD in total accrued commissions. Further commissions will not be paid to you until Form W-9 is completed by you (signed) and submitted to and accepted by us.

Commission Rewards include the following:

• $35.00 USD per direct (and confirmed) referral app sale via your assigned tracking URL for Standard Version sales
• $45.00 USD per direct (and confirmed) referral app sale via your assigned tracking URL for Advanced Version sales
• $50.00 USD per direct (and confirmed) referral White Gloves service add-on sale via your assigned tracking URL (to be completed and purchased by the end-customer during the initial purchase process)
• $200.00 USD per direct (and confirmed) Practitioner White Label Commercial account referral sale via your assigned tracking URL or when declared by you and confirmed by the Healthcare Practitioner post purchase. (Commission is awarded AFTER the 4th paid month of membership as we seek quality Practitioner accounts only)

Payouts

Payouts will be handled via PayPal for all general public Affiliates and by PayPal or check to Healthcare Provider Business Affiliates upon request during Affiliate Application submission. A valid and functional PayPal account must be available in order to receive funds. Any funds sent to an incorrect PayPal account by your own doing is NOT Lyquid, Inc.’s responsibility and an additional commission payout will NOT be resubmitted to you in the event this occurs. Commissions that have been refunded, or are in dispute via a chargeback will not be rewarded to you. You are responsible for all PayPal payout transfer fees (fees determined by PayPal at the time of funds transfer). For check payouts, we will deduct postage and any banking fees (if required) to generate a mail order to you.

3. Termination of Affiliate Program Contract

Your affiliate application and status in the Program may be suspended or terminated for any of the following reasons:

• False or inappropriate advertisement (false/ misleading claims, or hyperlinks, etc.).
• Spamming (mass email, mass newsgroup posting, etc.).
• Promotion on sites that contain or promote illegal activities
• Failing to disclose the affiliate relationship for the promotion that qualifies as an endorsement under existing Federal Trade Commission guidelines and regulations, or any applicable state laws.
• Violation of intellectual property rights. Lyquid, Inc. reserves the right to require license agreements from those who employ trademarks of Lyquid, Inc. in order to protect our intellectual property rights.
• Offering rebates, coupons, or other forms of promised kick-backs from your affiliate commission as an incentive
• Adding bonuses or bundling other products with Lyquid, Inc., however, is acceptable.
• Self-referrals, fraudulent transactions, suspected Affiliate fraud.

Lyquid, Inc. reserves the right to terminate any Affiliate account at any time for violation of this agreement or no reason.

4. Affiliate Links

You can use graphics and textual links for Lyquid, Inc.’s promotion on your website and within your email messages. You may also advertise the Lyquid, Inc. Mimzy.App site in online and offline classified ads, magazines, and newspapers. In order to receive commission rewards, your assigned affiliate tracking URL must be used at all times.

You can use the text or graphics provided by us or create your own version of promotional material as long as they do not violate items listed in provision No. 3.

5. Pay Per Click (PPC) Policy

PPC bidding is NOT allowed without prior written permission. Any affiliate found running campaigns on Lyquid, Inc.’s branded keywords or in competition with our Mimzy advertisements will be terminated immediately.

6. Acceptance and Validity

You will only be eligible for a Commission payment for any Customer Transactions that are derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by Lyquid, Inc.. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the App, White Gloves Service, or Subscription Service within the time period described in the Affiliate System (or if applicable, in the Program Policies) of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if its first click on the Affiliate Link is after this Agreement has expired or terminated. Engagement with Prospects. Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between Lyquid, Inc. and an Affiliate Lead will be at Lyquid, Inc.’s discretion.

7. Trademarks

You grant to us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks, service marks, and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.

During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate System, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

8. Liability

Lyquid, Inc. will not be liable for indirect or accidental damages (loss of revenue, commissions) due to affiliate tracking failures, loss of database files, or any results of intents of harm to the Program and/or to our website(s).

We do not make any expressed or implied warranties with respect to the Program and/or the memberships or products sold by Lyquid, Inc.. We make no claim that the operation of the Program and/or our website(s) will be error-free and we will not be liable for any interruptions or errors.

9. Term of the Agreement

These terms and conditions apply from the time your application is accepted in the affiliate program and end when your Affiliate account is terminated.

Lyquid, Inc. reserves the right to modify the terms and conditions of this agreement at any time. If you don’t agree with any modifications in the Affiliate program Agreement, you may leave the program. Your continuing participation in the Program will constitute your acceptance of any change.

10. Indemnification

Affiliate shall indemnify and hold harmless Lyquid, Inc. and its affiliate and subsidiary companies, officers, directors, employees, licensees, successors and assigns, including those licensed or authorized by Lyquid, Inc. to transmit and distribute materials, from any and all liabilities, damages, fines, judgments, claims, costs, losses, and expenses (including reasonable legal fees and costs) arising out of or related to any and all claims sustained in connection with this Agreement due to the negligence, misrepresentation, failure to disclose, or intentional misconduct of Affiliate.

11. Governing Law, Jurisdiction, and Attorney Fees

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Colorado. Any dispute arising under or related in any way to this Agreement shall be adjudicated exclusively in the state courts located in Boulder County, Colorado.

In the event of litigation to enforce any provision of this Agreement, the prevailing party will be entitled to recover from the other party its costs and fees, including reasonable legal fees.

12. Electronic Signatures Effective

The Agreement is an electronic contract that sets out the legally binding terms of your participation in the Lyquid, Inc. affiliate program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the Lyquid, Inc. Affiliate Partner Application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.