BioChain USA Affiliate Program: Master Affiliate Agreement
BioChain USA, LLC (a Wyoming limited liability company)
Effective date: June 8, 2026
Last updated: June 8, 2026
Version: 1.0
READ THIS BEFORE APPLYING. This Master Affiliate Agreement (“Agreement”) is a binding contract between BioChain USA, LLC (“BioChain USA,” “we,” “us,” “our”) and you (the “Affiliate”). It includes a binding arbitration agreement, a class-action waiver, broad indemnification of BioChain USA, and clawback rights against unpaid and paid commissions. If you do not agree, do not apply and do not promote BioChain USA products.
1. The parties; acceptance
This Agreement is between BioChain USA, LLC, 1621 Central Ave, Cheyenne, Wyoming 82001 (“BioChain USA”), and the person or entity that submits an application to the BioChain USA Affiliate Program (“Affiliate,” “you,” “your”). You accept this Agreement by checking the acceptance box and submitting the application form, and you reaffirm it each time you (a) log in to your Affiliate Dashboard, (b) post any content referencing BioChain USA, or (c) receive a commission payment.
If you are accepting on behalf of an entity, you represent that you are authorized to bind that entity, “you” includes that entity, and each owner of that entity personally guarantees the entity’s obligations under Section 18.
2. Independent contractor; no agency
You are an independent contractor. This Agreement does not create an employment relationship, agency, partnership, joint venture, franchise, or sales-representative relationship between you and BioChain USA.
(a) You have no authority to bind BioChain USA in any matter, to make any representation on its behalf, to use any BioChain USA email address or credentials, or to hold yourself out as a BioChain USA employee, agent, representative, or spokesperson.
(b) You are responsible for your own taxes, withholdings, insurance, business licenses, and equipment. BioChain USA does not provide any benefits, will not withhold any taxes, and will report payments to you on IRS Form 1099-NEC if total annual payments exceed the IRS reporting threshold then in effect.
(c) Nothing in this Agreement requires you to perform any specific work or to perform any minimum volume of marketing. You set your own hours, methods, and locations of work, subject to the conduct rules in Sections 5 through 9 of this Agreement.
(d) You may not represent that BioChain USA endorses, sponsors, employs, contracts with, or otherwise stands behind your business or personal brand outside the Affiliate Program.
3. Eligibility; affiliate representations
You represent and warrant, on the date you apply and continuously while you remain an Affiliate, that:
(a) Age and capacity. You are at least 21 years old and have full legal capacity to enter into this Agreement.
(b) United States residency and presence. You are a resident of the United States and physically present in the United States. The Program is open only to US residents physically located in the United States; non-US persons are not eligible.
(c) State of residence. You are not a resident of California, Massachusetts, or New Jersey, or any other state whose ABC test or similar worker-classification standard could reclassify you as an employee of BioChain USA. If you reside in any such state at any time during the term of this Agreement, you must notify BioChain USA in writing within 7 days and your participation will be terminated.
(d) Not a healthcare provider in patient-care capacity. You are not a licensed healthcare provider purchasing, recommending, or promoting BioChain USA products for administration to any patient or for any clinical use. If you are a licensed healthcare provider, you represent that your promotion does not relate to any patient referral and complies with the federal Anti-Kickback Statute, the Stark Law, and any analogous state law.
(e) No sanctions; no prohibited recipients. You are not on the OFAC Specially Designated Nationals list or any equivalent US sanctions list, you are not acting on behalf of any sanctioned person or government, and you will not direct customers from any sanctioned jurisdiction.
(f) No conflicting prior obligations. You are not subject to any non-compete, non-solicit, exclusivity, or confidentiality obligation that prohibits or restricts your participation in this Program.
(g) Accurate information. All information you provide on the application form and thereafter is true, accurate, and current. You will update BioChain USA in writing within 7 days of any material change.
(h) Lawful conduct. Your participation in this Program and your promotion of BioChain USA products will comply with all applicable federal, state, and local laws, regulations, agency guidance, and the terms of any platform on which you publish.
(i) No human or animal use representation. You will not represent, by any means, that any BioChain USA product is safe or effective for human or animal use, is intended for human or animal use, has been used by you or any other person or animal, is a drug, dietary supplement, food, cosmetic, medical device, or therapeutic, or has any therapeutic, medical, or veterinary purpose.
(j) No re-export facilitation. You will not facilitate any customer’s transfer, shipment, or onward export of any product outside the United States.
A breach of any representation in this Section 3 is a material breach of this Agreement and entitles BioChain USA to terminate immediately under Section 13, to withhold any unpaid commissions, to claw back commissions previously paid (Section 11), and to pursue all other remedies described in this Agreement and at law.
4. The Program; commission structure
(a) Single tier; no sub-affiliate recruiting. This is a single-tier referral program. You earn commission only on direct sales referred by you. No commission is paid on the sales of any other affiliate, and you may not recruit, manage, or earn from any other affiliate. There is no buy-in, no minimum purchase, and no inventory obligation.
(b) Default commission rate. You earn a commission equal to thirty percent (30%) of the merchandise total of each Qualifying Sale (defined below) referred by you, before any discount you have offered through your affiliate-specific coupon and excluding shipping, taxes, fees, and any chargeback or refund amounts.
(c) Discount-eats-commission rule. You may request BioChain USA to issue you affiliate-specific coupon codes offering 10% off or 20% off purchases by your audience. If a Qualifying Sale is completed using your 10%-off coupon, your commission on that sale is reduced from 30% to 20%. If a Qualifying Sale is completed using your 20%-off coupon, your commission on that sale is reduced from 30% to 10%. The formula is: your commission rate equals 30% minus the discount percentage offered by your coupon. Sales completed without using a coupon, including sales referred via your standard affiliate link, pay the default 30%.
(d) Cookie attribution window. The attribution window is thirty (30) days from the visitor’s first click on your tracked affiliate link or first use of your affiliate-specific coupon code. The first attribution wins, except where BioChain USA in its sole discretion identifies fraud or self-dealing.
(e) Qualifying Sale. A “Qualifying Sale” is a sale completed on biochainusa.com (i) by a person not previously an active customer in the last 12 months, (ii) attributed to you under Section 4(d), (iii) paid in full, (iv) shipped to and not refused at a US delivery address, (v) not subject to any chargeback, refund, or BioChain USA-initiated cancellation within ninety (90) days, and (vi) not made by you, your immediate family, or any account controlled by you.
(f) Commission ledger. Earned, pending, and paid commissions are reflected in your Affiliate Dashboard. The Dashboard ledger is informational; the BioChain USA accounting record is the official record in any dispute.
(g) Payment schedule. BioChain USA pays commissions in a single monthly run, on or about the fifteenth (15th) calendar day of each month, for Qualifying Sales earned in the preceding calendar month, by ACH or other electronic bank transfer (such as a bank-to-bank transfer or Zelle) to the US account you specify at onboarding. This monthly delay, together with the Qualifying-Sale conditions in Section 4(e), gives time for refunds and chargebacks to surface before commissions are paid. Payment is subject to the minimum payout threshold in Section 4(i), any holdback under Section 4(h), and any clawback under Section 11.
(h) Holdback / compliance reserve (discretionary). BioChain USA does not apply a routine holdback by default. BioChain USA may, in its sole discretion, apply a holdback of up to ten percent (10%) of commissions earned for a period of up to ninety (90) days, including but not limited to new or unproven Affiliates, Affiliates with elevated refund or chargeback activity, or any Affiliate for whom a compliance concern has been identified. Any holdback applied is released to you on the next monthly payment date after the holdback period if no compliance issue has surfaced for that period. For refund, chargeback, and compliance protection, BioChain USA relies primarily on the monthly payment delay in Section 4(g), the Qualifying-Sale conditions in Section 4(e), and its clawback rights in Section 11; any holdback applied is additionally available to satisfy any clawback under Section 11.
(i) Minimum payout threshold. No commission is paid until your accumulated unpaid commission balance exceeds fifty US dollars (US$50). Balances below the threshold roll forward.
(j) Self-purchase prohibition; anti-self-dealing. You may not use your own affiliate link or affiliate-specific coupon code on purchases by you, by anyone in your household, or by any account or payment method you control or direct. Commissions earned on prohibited self-purchases are forfeit, and BioChain USA may claw back two times (2x) the prohibited commission as liquidated damages.
(k) Modification of the commission structure. BioChain USA may modify any element of the commission structure for sales occurring after the modification effective date by posting a revised Agreement and giving you notice in the Dashboard or by email. Modifications never apply retroactively to commissions earned before the effective date.
5. Regulatory compliance covenants
You will comply with all of the following at all times during and after your participation:
(a) FDA Federal Food, Drug, and Cosmetic Act (FDCA). You will not represent any BioChain USA product as a drug, dietary supplement, food, cosmetic, medical device, or therapeutic; you will not state or imply that any product diagnoses, treats, cures, mitigates, or prevents any disease, illness, or condition; you will not state or imply that any product is approved, cleared, certified, or otherwise endorsed by the FDA; you will not provide dosing schedules, administration instructions, or claims about safety or efficacy for human or animal use.
(b) FTC Section 5; FTC Endorsement Guides (16 CFR Part 255). You will include a clear and conspicuous material-connection disclosure on every post or other communication referencing BioChain USA, in the form approved by BioChain USA in the then-current Code of Conduct. You will not make any claim about a BioChain USA product that you cannot substantiate with competent and reliable evidence. You will not make any earnings or income claim about your participation in the Program. You will not make any testimonial claim about your own use of any BioChain USA product.
(c) DSHEA and structure-function claims. You will not describe BioChain USA products using any dietary-supplement, structure-function, nutrient-content, or similar language regulated under the Dietary Supplement Health and Education Act.
(d) Drug Enforcement Administration and state controlled-substances law. You will comply with all applicable state and federal laws governing the marketing and transfer of research chemicals; you will not market to any prescriber, pharmacy, dispensary, or healthcare facility; you will not facilitate any transaction that would constitute the unauthorized distribution of a controlled substance.
(e) State consumer-protection law. You will comply with the consumer-protection statutes of every state in which any audience of yours resides, including but not limited to New York General Business Law §§ 349-350, California Consumers Legal Remedies Act, Massachusetts Chapter 93A, and New Jersey Consumer Fraud Act.
(f) Telephone Consumer Protection Act (TCPA). You will not contact any person by SMS or auto-dialed telephone call to promote BioChain USA products without prior express written consent that meets the TCPA standard, you will maintain documentation of every such consent, you will honor every opt-out request immediately, and you will indemnify BioChain USA for any TCPA claim arising from your conduct.
(g) CAN-SPAM Act. Any email marketing referencing BioChain USA must include a functioning unsubscribe link, your accurate sender identification, your accurate physical postal address (not BioChain USA’s), and a truthful subject line.
(h) State privacy laws (CCPA / CPRA / VCDPA / CPA / CTDPA / UCPA / TDPSA and all other applicable state laws). Any personal information you collect from prospective customers is collected and processed in compliance with all applicable state privacy laws, and you will honor consumer-rights requests directly.
(i) Right of publicity, copyright, trademark. You may not use the name, image, voice, likeness, or quote of any person without that person’s documented written consent and without complying with all applicable right-of-publicity laws. You may not use the trademarks, copyrighted materials, or trade dress of any third party. You may use BioChain USA trademarks only as expressly licensed in Section 8.
(j) No prohibited audiences. You will not direct any marketing to any person you reasonably believe to be under 21 years old, to any audience whose majority you reasonably believe to be under 21 years old (including but not limited to user populations of platforms with a substantial under-21 user base), to any person known to you to be a prescriber acting in a patient-care capacity, to any prohibited person or entity, or to any audience outside the United States.
(k) No medical use; no human use language anywhere. You will at no time, in any forum, write or speak any of the following: any direct claim of medical or therapeutic use of any BioChain USA product; any claim that any product is intended for human consumption, injection, ingestion, application, inhalation, or topical use; any before-and-after personal-use testimonial; any photograph or video of a BioChain USA product reconstituted, drawn into a syringe, applied, or otherwise prepared for use; any comparison to a prescription drug suggesting equivalence or substitution; any reference to “weight loss,” “muscle gain,” “anti-aging,” “performance enhancement,” “tanning,” “libido,” “erectile function,” or any similar use case.
6. Geographic and audience restrictions
(a) United States only. You may promote BioChain USA products only to a United States audience and may not direct marketing to any non-US audience. You will include a US-residents-only disclosure on every post in the form prescribed in the Code of Conduct.
(b) No re-export coaching. You may not instruct, coach, encourage, or facilitate any customer’s transfer or shipment of any product outside the United States. You will report to BioChain USA any request or inquiry from any person regarding international shipping.
(c) State-level prohibitions. You will not direct marketing to any state, county, or municipality in which the marketing of any BioChain USA product is prohibited or restricted by law.
(d) No marketing on prohibited platforms. You may not promote BioChain USA products on any platform or in any group, channel, or forum in which the platform’s terms of service prohibit promotion of research chemicals, supplements, or similar products; in which the audience majority is reasonably believed to be under 21; or which BioChain USA has identified to you in writing as prohibited.
7. Pre-approval; permitted marketing materials
(a) Swipe Copy Library. BioChain USA maintains a Swipe Copy Library of pre-approved marketing materials. You may use any item in the Swipe Copy Library, in its entirety, without pre-approval.
(b) Custom marketing requires pre-approval. Any marketing material you create or modify that is not used verbatim from the Swipe Copy Library must be submitted to BioChain USA at affiliate-compliance@biochainusa.com for written pre-approval before publication. BioChain USA will respond within seven (7) business days; non-response is not approval.
(c) Approval is conditional and revocable. Any approval granted may be revoked at any time, with or without notice and with or without cause, on written request from BioChain USA to remove or modify the material within twenty-four (24) hours of notice.
(d) No coaching of customers. You will not instruct, advise, or coach any prospective or existing customer about reconstitution, dosing, administration, ingestion, application, storage, transfer, or any other use of any BioChain USA product. All such inquiries must be referred to the BioChain USA Research-Use Disclaimer page.
8. Trademark and content license
(a) Limited, revocable license. BioChain USA grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the “BioChain USA” name, logo, product photography, and other marketing assets made available to you in your Affiliate Dashboard, solely for the purpose of promoting BioChain USA products in compliance with this Agreement. The license terminates automatically upon termination of this Agreement, upon revocation by BioChain USA, or upon your breach of any provision of this Agreement.
(b) No alteration. You may not alter, distort, recolor, animate, or combine the BioChain USA marks with any other mark, image, or text without prior written approval.
(c) No domain confusion. You may not register or use any domain name, social-media handle, app-store identifier, or similar identifier that contains “BioChain,” “BioChain USA,” any BioChain USA product name, or any misspelling of any of those, or that is likely to cause confusion with BioChain USA. Any such domain or handle in your possession or control is hereby assigned to BioChain USA and must be transferred to BioChain USA on demand without compensation.
(d) No paid-search bidding on brand terms. You may not bid on, purchase, or use as a paid-search keyword the terms “BioChain,” “BioChain USA,” any BioChain USA product name, or any misspelling, in any paid-search advertising on Google, Bing, Microsoft Ads, Yahoo, DuckDuckGo, TikTok, Meta, X, Reddit, Pinterest, LinkedIn, or any other platform.
(e) No SEO impersonation. You may not represent or imply in any title tag, meta description, schema markup, header, or page copy that your website is BioChain USA’s official website, store, support channel, or customer-service surface.
9. Prohibited conduct (non-exhaustive)
In addition to the conduct prohibited elsewhere in this Agreement, you will not:
(a) make any false, misleading, or unsubstantiated claim about any BioChain USA product, the Program, or your earnings;
(b) post or transmit any content that is defamatory, obscene, hateful, threatening, harassing, infringing, or unlawful;
(c) use unsolicited bulk email (spam), unsolicited SMS, or unsolicited messaging on any platform;
(d) use any incentive (gift card, cash, points, sweepstakes entry, etc.) to induce clicks on your affiliate link or use of your coupon code, except as expressly approved in writing by BioChain USA;
(e) generate, purchase, or arrange artificial traffic, fake clicks, bots, click farms, or any non-genuine activity;
(f) participate in any cookie-stuffing, traffic-injection, browser-extension hijacking, post-back manipulation, or other tracking-fraud scheme;
(g) collect, store, or use any BioChain USA customer’s personal information for any purpose, including any retargeting, remarketing, or list-building;
(h) attempt to access BioChain USA’s order data, customer database, internal systems, or any system not provided to you through the Affiliate Dashboard;
(i) reverse-engineer, decompile, scrape, copy, or reproduce any portion of biochainusa.com other than as expressly licensed;
(j) interfere with, disrupt, or attempt to compromise the security or operation of biochainusa.com or the Affiliate Program;
(k) post on any platform in violation of that platform’s terms of service or community standards;
(l) make any agreement with any customer, supplier, vendor, regulator, or other third party that purports to bind BioChain USA;
(m) share, transfer, sell, or sublicense your affiliate account or affiliate link;
(n) operate more than one affiliate account in the Program, whether under your own name, an entity, or any alias.
10. Channel registration; affirmative disclosure duty
(a) Initial registration. Within seven (7) days of acceptance into the Program, you will provide BioChain USA with a complete list of every channel, handle, domain, email list, podcast, Discord server, Telegram channel, group chat, newsletter, or other publication on which you will promote BioChain USA products.
(b) Updates. You will update the list within forty-eight (48) hours of adding any new channel and within seven (7) days of removing any channel.
(c) Quarterly recertification. At the end of each calendar quarter, you will certify in writing that the list on file is complete and accurate as of the certification date.
(d) Failure to disclose. Any promotion of BioChain USA products on any channel not disclosed to BioChain USA is a material breach of this Agreement and a presumption of non-compliance for content on that channel.
(e) Consent to monitoring. You consent to BioChain USA and its agents accessing, viewing, scraping, archiving, and analyzing the public content of every disclosed channel, by any means including automated tools, at any time, for any purpose related to this Agreement.
11. Audit, takedown, clawback, and discovery rule
(a) Audit and inspection rights. BioChain USA may, at any time and without notice, audit any post, comment, video, podcast episode, email, SMS, page, or other content you have published referencing BioChain USA. You will produce, within seven (7) days of a written request, the full text or media of any specified content, the date and time of publication, the channel on which it was published, the metrics associated with it, any related advertising spend, and the substantiation for any claim made in it.
(b) Content archive. You will maintain a searchable archive of every piece of content you publish referencing BioChain USA for four (4) years from the date of publication. Failure to produce on demand creates a presumption of non-compliance for the content requested.
(c) Takedown obligation. Upon notice from BioChain USA that any content fails to comply with this Agreement, you will remove or correct the content within twenty-four (24) hours. Failure to comply is a material breach and entitles BioChain USA to liquidated damages of two hundred fifty US dollars (US$250) per day per non-compliant item until removal.
(d) Clawback of unpaid commissions. On any material breach, BioChain USA may withhold and permanently forfeit all unpaid commissions, including any holdback and any pending payment.
(e) Clawback of paid commissions. BioChain USA may claw back any commission previously paid to you, whether or not any holdback was applied for that period, if the commission relates to a sale tainted by your breach, if your breach is discovered within four (4) years of payment, if any holdback for that period was insufficient, or for any cause for which clawback is authorized under this Agreement. The four-year clawback window runs from the date of BioChain USA’s discovery of the breach, not from the date of payment (the “discovery rule”).
(f) Burden of proof. When BioChain USA identifies any content and questions its compliance, you bear the burden of proving compliance with the standard set forth in this Agreement. The presumption is non-compliance.
(g) No ratification by payment. No payment of commission, no acceptance of an audit response, and no continuation of the Program constitutes ratification of any underlying conduct, waiver of any breach, or estoppel against any claim. BioChain USA’s rights survive every payment, communication, and continued performance.
(h) Acknowledgement of each cycle. As a condition of each monthly commission payment, you certify in writing (via the Dashboard checkbox at payout) that all content you published during the period complied with this Agreement. A false certification is fraud, voids the limitation of liability in Section 16, and authorizes BioChain USA to recover from you all losses arising from the period covered.
(i) Cooperation with regulators. If any federal, state, local, or foreign regulator (including the FDA, FTC, DEA, any state attorney general, any state pharmacy board, or any analogous foreign authority) inquires, investigates, audits, or initiates any proceeding involving BioChain USA, the Program, or your conduct, you will cooperate fully with BioChain USA, produce your content archive, sit for interviews and depositions, and provide all reasonable assistance, all at your sole cost. Refusal to cooperate is a material breach.
12. Indemnification
You will defend, indemnify, and hold harmless BioChain USA and its officers, members, managers, employees, agents, contractors, successors, and assigns (the “BioChain Parties”) from and against any and all claims, demands, suits, actions, proceedings, investigations, losses, damages, judgments, settlements, fines, penalties, taxes, costs, and expenses, including reasonable attorneys’ fees and litigation expenses, arising out of or relating to:
(a) any breach of this Agreement by you;
(b) any content you publish or transmit, regardless of medium, channel, or platform;
(c) any user-generated content posted on any channel under your control, including comments, replies, reposts, screenshots, derivative works, and content posted by other persons using your account or your link;
(d) any FTC, FDA, DEA, state attorney general, state pharmacy board, or other regulatory inquiry, investigation, or action arising from your conduct;
(e) any TCPA, CAN-SPAM, state privacy, right-of-publicity, copyright, trademark, defamation, or other third-party-rights claim arising from your conduct;
(f) any death, personal injury, illness, property damage, or other harm to any person or animal arising from any use, attempted use, or misuse of any BioChain USA product, regardless of whether the person used the product after exposure to your content;
(g) any reclassification of you as an employee, agent, joint venturer, or partner of BioChain USA, including any employment-tax, wage-and-hour, or benefits claim that flows from such reclassification;
(h) any fraud, self-dealing, or similar wrongdoing by you;
(i) any third-party claim that any content of yours infringed any intellectual property, privacy, or publicity right.
Your indemnification obligation:
(j) is not conditioned on BioChain USA’s actual or constructive knowledge of the underlying conduct at any prior time;
(k) survives the termination of this Agreement, your death, your bankruptcy, the dissolution or transfer of any entity Affiliate, and the sale of your business;
(l) binds your heirs, successors, assigns, and personal representatives;
(m) is full, not pro-rata, regardless of the existence of any other indemnitor;
(n) may, at BioChain USA’s option and at your cost, be settled or defended by counsel of BioChain USA’s choosing.
You may not settle, compromise, or admit liability in any matter that imposes any obligation on or admission by any BioChain Party without BioChain USA’s prior written consent, which BioChain USA may withhold in its sole discretion.
13. Termination
(a) At-will by BioChain USA. BioChain USA may suspend or terminate your participation in the Program, your Affiliate Dashboard access, and this Agreement at any time, with or without notice, for any reason or no reason.
(b) At-will by Affiliate. You may terminate this Agreement at any time by sending written notice to affiliate@biochainusa.com. Termination is effective on receipt.
(c) Termination for cause; forfeiture. Upon any material breach by you, BioChain USA may terminate immediately, withhold all unpaid commissions (including any holdback), claw back all commissions paid in the prior four (4) years for sales tainted by the breach, and pursue all other remedies.
(d) Effect of termination. On termination for any reason, your trademark license under Section 8 terminates immediately, you will cease all promotion of BioChain USA products, you will remove all BioChain USA references from your channels within forty-eight (48) hours (except references that BioChain USA in writing approves you to leave in place), and Sections 2(c), 3(j), 5, 6, 7(c), 7(d), 8(b)-(e), 9, 10, 11, 12, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, and 26 survive.
14. Confidentiality and non-disparagement
(a) Confidentiality. You will hold in confidence and not disclose to any third party any non-public information disclosed to you by BioChain USA, including pricing, customer data, business plans, supplier identities, COA data not publicly published, internal communications, and the terms of this Agreement to the extent non-public.
(b) No disparagement. You will not, by any means and on any channel, disparage BioChain USA, its products, its members, its officers, its employees, its contractors, or its partners. Truthful statements made in compliance with subpoena or other legal process, or to a regulator in a formal complaint, are not breach.
(c) Return of materials. On termination, you will promptly return or destroy all BioChain USA materials in your possession or control, including digital assets, photography, and any written or recorded materials.
15. Dispute resolution; binding arbitration; class waiver
(a) Informal resolution. Before initiating any arbitration or lawsuit, the parties will negotiate in good faith for sixty (60) days following a written notice describing the dispute, the contact information of the party providing notice, and the relief sought.
(b) Binding individual arbitration. Except as set out in Section 15(e), any dispute arising out of or relating to this Agreement, the Program, or the relationship between the parties (a “Dispute”) will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator, in English, by document submission and videoconference where the amount in dispute is under US$50,000, and in person in Salt Lake County, Utah, where the amount in dispute is US$50,000 or more.
(c) Class action waiver. YOU AND BIOCHAIN USA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. UNLESS BOTH PARTIES AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS HELD UNENFORCEABLE WITH RESPECT TO ANY CLAIM, THAT CLAIM WILL BE SEVERED AND PROCEED IN COURT, AND ALL REMAINING CLAIMS WILL CONTINUE IN ARBITRATION.
(d) Jury trial waiver. YOU AND BIOCHAIN USA EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY DISPUTE NOT REQUIRED TO BE ARBITRATED.
(e) Carve-outs. Either party may bring an individual action in small-claims court for any Dispute within that court’s jurisdiction. BioChain USA may seek injunctive or other equitable relief in any court of competent jurisdiction worldwide to enforce Sections 2, 5, 6, 7, 8, 9, 10, 11, 14, and 17 of this Agreement, including without limitation to enjoin non-compliant content, without first proceeding to arbitration.
(f) Mass-arbitration procedures. If twenty-five (25) or more similar arbitration demands are filed against BioChain USA by the same or coordinated counsel within a thirty (30) day period, the demands will be batched and may be subject to the AAA’s Mass Arbitration Supplementary Rules, and the parties will negotiate a reasonable batching protocol before filing fees are incurred.
(g) No opt-out. Affiliates may not opt out of this Section 15.
16. Limitation of liability
(a) Excluded damages. THE BIOCHAIN PARTIES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE PROGRAM OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Cap on BioChain USA’s direct damages. THE BIOCHAIN PARTIES’ AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATED TO THE PROGRAM, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU IN THE NINETY (90) DAYS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
(c) No cap on Affiliate’s liability. Nothing in this Agreement limits, caps, or excludes your liability to BioChain USA under Section 11 (clawback), Section 12 (indemnification), or any other section of this Agreement. Your liability is uncapped and unlimited.
(d) Survival. The limitations and disclaimers in this Section 16 survive termination of this Agreement and any failure of essential purpose of any remedy.
17. Geographic; choice of law; venue; foreign affiliates
(a) Governing law. This Agreement is governed by the laws of the State of Wyoming, without regard to its conflict-of-law principles. The Federal Arbitration Act governs Section 15.
(b) Venue carve-out. For any matter not subject to arbitration under Section 15, the exclusive venue is the state or federal courts located in Salt Lake County, Utah, and you consent to the personal jurisdiction of those courts and waive any objection based on inconvenient forum.
(c) Worldwide injunctive carve-out. BioChain USA may seek injunctive or other equitable relief in any court of competent jurisdiction in the world to enforce its intellectual-property rights, the prohibited-conduct rules, or any clawback right.
(d) Foreign affiliates prohibited. This Program is not open to non-US persons. If at any time it becomes apparent that you are not a US resident physically present in the United States, your participation will be terminated immediately.
18. Personal guarantee; entity affiliates
If you are or become an entity (LLC, corporation, partnership, trust, sole proprietorship operating under a fictitious name, or any other), each owner, member, partner, trustee, and beneficial owner of that entity, by accepting this Agreement on the entity’s behalf or by holding any interest in the entity during its participation, personally and jointly and severally guarantees the entity’s performance of this Agreement and the indemnification under Section 12, and consents to personal jurisdiction in the Salt Lake County, Utah courts for that purpose.
19. Successors and assigns; assignment; no waiver
(a) BioChain USA may assign this Agreement, in whole or in part, to any successor or affiliate without notice or consent.
(b) You may not assign this Agreement, your participation, or any right or obligation under this Agreement without BioChain USA’s prior written consent, which BioChain USA may withhold in its sole discretion. Any prohibited assignment is void.
(c) The death, dissolution, sale, or transfer of an Affiliate does not terminate this Agreement; this Agreement binds the Affiliate’s heirs, successors, and assigns, and any payments owed to the Affiliate are payable to the Affiliate’s estate or successor only if the Affiliate was in good standing at the time of the event.
(d) No failure or delay by BioChain USA to exercise any right is a waiver of that right. A waiver in any instance is not a waiver in any other.
20. Modification
BioChain USA may modify this Agreement at any time by posting a revised version in the Affiliate Dashboard. Material changes (changes that materially expand your obligations or materially reduce your rights, including changes to Sections 12, 15, or 16) take effect only when you affirmatively accept them at your next login. Non-material changes take effect on posting; your continued participation after posting constitutes acceptance.
21. Notices
Legal notices to BioChain USA must be in writing and sent by United States certified mail, return receipt requested, to:
BioChain USA, LLC, Attn: Affiliate Compliance
1621 Central Ave
Cheyenne, Wyoming 82001
A courtesy copy may be sent to affiliate-compliance@biochainusa.com. Notice is effective on actual receipt of the certified mail. Social media posts, comments, tags, replies, direct messages, ordinary email, contact-form submissions, and similar informal communications do NOT constitute legal notice to BioChain USA. Notices to you are effective when sent to the email address on file in your Affiliate Dashboard.
22. Force majeure
Neither party is liable for any failure or delay in performance arising from any cause beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, civil unrest, government action, regulatory action, supplier or carrier disruptions, lab or facility shutdowns, internet or utility outages, labor disputes, and similar events.
23. No third-party beneficiaries; severability; entire agreement
(a) No third-party beneficiaries. This Agreement confers no rights on any person other than the parties.
(b) Severability. If any provision is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable, or, if not possible, severed, and the remaining provisions continue in full force. The class-action waiver in Section 15(c) is not severable; if held unenforceable as to a particular claim, that claim proceeds in court.
(c) Entire agreement. This Agreement, together with the Code of Conduct, Swipe Copy Library, the Privacy Policy and Terms of Service of biochainusa.com, and any document expressly incorporated by reference in this Agreement, is the entire agreement between the parties with respect to the Program and supersedes all prior or contemporaneous communications, representations, and agreements, oral or written.
24. Limitations period; attorneys’ fees
(a) One-year limitations period. You will file any claim arising out of or relating to this Agreement within ONE (1) YEAR of the date the claim first arose. Claims filed after that period are permanently barred, to the maximum extent permitted by law.
(b) Prevailing party attorneys’ fees. In any arbitration, lawsuit, or proceeding brought to enforce or interpret this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.
25. No reliance; no earnings claims
You acknowledge that BioChain USA has made no representation, warranty, or guarantee about the amount of any commission you may earn, the conversion rate of any traffic, the performance of any product, or the demand for any product. Any forecast, projection, or hypothetical income figure that you may have seen is for illustration only, is not a representation by BioChain USA, and is not relied upon by you.
26. Signature; acceptance
You accept this Agreement by checking the acceptance box and submitting your application. By doing so, you affirm that you have read this Agreement in full, that you understand it, that you accept it without modification, and that all representations in Section 3 are true as of the date of acceptance and on every day thereafter that you remain an Affiliate.