AFFILIATE PROGRAM TERMS AND CONDITIONS

of CEREBROTECH s.r.o. for the e-shop https://cerebrotech.eu/sk

Effective from: January 1, 2025

I. Introductory Provisions and Definitions

1.1 These Affiliate Program Terms and Conditions (hereinafter referred to as "Terms") regulate the mutual rights and obligations between CEREBROTECH s.r.o., ID No.: 24581283, with its registered office at Světova 523/1, 180 00 Prague 8, Czech Republic (hereinafter referred to as "Operator" or "Cerebrotech") and a natural or legal person who registers and actively participates in the Operator's partner program (hereinafter referred to as "Affiliate" or "Partner").

1.2 For the purposes of these Terms, the following definitions apply:

·        "affiliate program" – a partner marketing program in which the affiliate promotes the operator's goods for the purpose of generating orders and earning a commission;

·        "referral link / code" – a unique identifier assigned to the affiliate, through which orders originating from their audience are tracked;

·        "qualified order" – an order placed by a final customer through a referral link or code, which has been duly paid for and has not resulted in withdrawal from the contract or an unjustified complaint;

·        "commission" – the affiliate's remuneration for mediating qualified orders according to these Terms.

II. Conditions for Participation in the Program

2.1 An affiliate may join the program if they:

·        are at least 18 years old;

·        have full legal capacity;

·owns and actively manages their own public channel (website, blog, YouTube, Instagram, TikTok, Twitter/X, Telegram, podcast, email list);

·        their channel (or sum of channels) has at least 1,000 followers / subscribers / audience members at the time of application;

·        the content of their channel is consistent with the nature of the goods and does not contain illegal, hateful, disinformation, or sexually explicit content towards minors.

2.2 Participation in the affiliate program is subject to approval by the operator. The operator reserves the right to reject or terminate cooperation with any affiliate at any time for any reason, particularly due to the content of the channel being inconsistent with the seller's values and the nature of the goods.

2.3 Upon approval, the affiliate gains access to the partner dashboard, where they have access to their unique referral link and code, marketing materials, an overview of orders, and the status of unpaid commission.

III. Commission Structure and Tier System

3.1 The affiliate is entitled to the following types of remuneration:

·        15% of the value of a qualified order paid in the form of store credit (credit for future purchases in the e-shop);

·        10% of the value of a qualified order paid in the form of a cash payout;

·        35% personal discount on the affiliate's own purchases (does not apply to resale and cannot be combined with other discounts).

3.2 The affiliate program is divided into three tiers based on the monthly turnover of mediated qualified orders:

3.3 Tier assignment is re-evaluated monthly based on turnover for the past 30 calendar days. The operator informs the affiliate of any tier change by email.

IV. Affiliate Obligations – FTC Compliance and Ethical Rules

4.1 When promoting goods, the Affiliate is obliged to transparently and visibly label their sponsored content in accordance with FTC (Federal Trade Commission) rules, EU Directive 2005/29/EC on unfair commercial practices, and Act No. 250/2007 Coll. Specifically, they are obliged to:

·        include the hashtag #ad or #sponsored (or an equivalent in the audience's language) in every post or video where a referral link/code is used;

·        provide a clear and understandable advertisement label at the beginning of the post, not just in the comments or at the end of the text;

·        for videos, state verbally that it is a paid collaboration, no later than in the first 30 seconds of the content;

·        always provide truthful information about the products and not use deceptive, misleading, or aggressive advertising.

4.2 The Affiliate is explicitly REQUIRED to avoid the following types of content:

·        any medical, therapeutic, prophylactic, or diagnostic claims about the goods ("helps with...", "treats...", "weight loss...", "muscle growth");

·        claims about the effect of the goods on humans (research compounds are not intended for humans);

·        "before/after" photos or videos suggesting bodily changes due to the use of the goods;

·        photos of injection, consumption, or any application of goods in humans or animals;

·        content aimed at an audience younger than 18 years;

·        comparative advertising with competing products containing false claims.

V. Prohibited Practices

5.1 The Affiliate undertakes not to:

·        use false or misleading advertising;

·        send unsolicited commercial communications – spam (email, DM, Telegram), or use bots or purchase farming;

·        run paid advertisements for the referral link through Meta Ads (Facebook, Instagram), Google Ads, TikTok Ads, or any other advertising platform where the sale of research compounds is prohibited by platform policies or could lead to the operator's accounts being banned;

·        make own purchases through their referral link to generate fictitious commission (so-called self-referrals);

·        create fake accounts, fake reviews, or artificially generate traffic (cookie stuffing, click farms);

·        violate the intellectual property rights of third parties when creating promotional content;

·        register domains, social media profiles, or usernames containing the phrases "Cerebrotech", "Cerebrotech official" or interchangeable variants;

·        publish confidential information obtained from the operator (pricing strategies, margins, upcoming products).

5.2 Violation of any obligation listed in Article IV or V constitutes a material breach of the Terms and entitles the operator to immediately terminate the cooperation, cancel all unpaid commissions, and claim compensation for damages incurred (including sanctions from advertising platforms against the operator).

VI. Calculation, Approval, and Payout of Commission

6.1 Commission is calculated from the net value of a qualified order, excluding delivery costs and any discounted or gift items.

6.2 Commission is recorded in the partner dashboard with a "pending" status and becomes claimable ("approved") only after:

·        full payment of the order;

·        the expiry of the 14-day withdrawal period;

·        the resolution of any complaint or return of goods.

6.3 The payout of approved commission occurs monthly, always by the 15th day of the following calendar month at the latest.

6.4 The minimum commission amount for a cash payout is 50 EUR. If the commission for a given month does not reach this amount, it will be carried over to the next billing period.

6.5 Cash commission is paid to the bank account specified in the affiliate dashboard. The Affiliate is obliged to ensure that account details are current and correct. In case of incorrect data, the Affiliate bears the costs of resending the payment.

6.6 The Affiliate is obliged to independently tax the income from the commission and properly declare it in their country of tax residence. The operator is not responsible for the tax obligations of the affiliate.

VII. Indemnification and Liability

7.1 The Affiliate is fully responsible for the content they publish on their channels in connection with the promotion of the operator's goods, including its compliance with legal regulations and social media policies.

7.2 The Affiliate undertakes to indemnify the operator and compensate them for any damage, sanction, fine, legal expense, or other costs that the operator might incur as a result of:

·        false or misleading claims by the affiliate;

·        violation of third-party intellectual property rights in the affiliate's content;

·        violation of advertising rules (especially medical claims) by the affiliate;

·        advertising bans or deactivation of the operator's accounts by Meta, Google, or other platforms due to the affiliate's actions;

·        violation of these Terms in any other way.

7.3 The indemnification clause under point 7.2 remains valid even after the termination of cooperation between the affiliate and the operator.

VIII. Duration and Termination of Cooperation

8.1 Cooperation in the affiliate program is concluded for an indefinite period and begins on the day the affiliate's application is approved by the operator.

8.2 Either party may terminate the cooperation at any time without stating a reason, as follows:

·        by written notice (email is sufficient) with a 14-day notice period;

·        by immediate termination in the event of a material breach of the Terms by the other party.

8.3 Upon termination of cooperation, the affiliate shall immediately remove all active referral links and codes from their channels and cease using any trademarks, logos, and marketing materials of the operator.

8.4 Commissions earned before the termination of cooperation and meeting the payment conditions will be paid on the standard payment date. Commissions from prohibited practices or unauthorized orders will not be paid, and the operator reserves the right to demand the return of amounts already paid.

IX. Final Provisions

9.1 The processing of affiliate personal data is governed by the operator's "Privacy Policy" document.

9.2 The operator reserves the right to change these Terms at any time. The affiliate will be informed of changes by email at least 14 days before the change takes effect. If the affiliate does not expressly reject the change within this period, it will be deemed accepted.

9.3 These Terms and the relationship between the operator and the affiliate are governed by the laws of the Czech Republic, with the courts according to the operator's registered office having jurisdiction to resolve disputes, unless a specific regulation (e.g., in the case of an affiliate - consumer) stipulates otherwise.

9.4 These Terms become effective on January 1, 2025.

In Prague, January 1, 2025

CEREBROTECH s.r.o.