DRAFT v3 — For Outside Counsel Review Before Use. Placeholders (company legal name, governing state, arbitration venue) must be finalized before this Agreement goes live.
Referral Program Agreement
Effective Date: The date on which Referral Partner checks the acceptance box on the W2R Sciences Referral Program application.
Company: W2R Sciences LLC d/b/a W2R Sciences ("Company", "we", "us")
Referral Partner: The individual who submits a Referral Program application and accepts these terms ("Referral Partner", "you")
By checking the acceptance box on the Referral Program application, you acknowledge that you have read, understood, and agree to be bound by all terms of this Agreement. This electronic acceptance constitutes a legally binding agreement equivalent to a written signature. If you do not agree to these terms, do not submit an application or participate in the Program.
1. Program Overview
The Program allows approved individuals ("Referral Partners") to earn compensation by referring customers to W2R Sciences through a unique referral code. Participation is by written agreement only. Submission of an application does not guarantee approval. Approved applicants will be required to execute this Agreement and receive a separate Commission Schedule before any referral code is issued.
2. Eligibility and Approval
2.1 Participation is by approval only. The Company reserves the right to reject any application at its sole discretion, including but not limited to reasons related to professional background, referral network, prior conduct, or regulatory concerns.
2.2 Approval does not constitute an endorsement of the Referral Partner, their background, or their professional activities.
2.3 The Company may revoke approval and terminate this Agreement at any time pursuant to Section 9.
3. Compensation
Compensation terms — including commission rates, tier structure, discount structure, and payout terms — are set forth in a separate Commission Schedule delivered to you upon approval. The Commission Schedule is incorporated into this Agreement by reference. The Company may update the Commission Schedule with 30 days written notice to active Referral Partners. Continued participation after notice constitutes acceptance of updated terms.
No compensation is earned or owed unless this Agreement is fully executed and a Commission Schedule has been delivered.
4. Referral Standards — Private Referral Only
4.1 Private, Personal Referrals Only. This Program is strictly private. Referral Partners are authorized to share their referral code exclusively through direct, private, one-to-one personal communication — including in-person conversations, personal text messages, direct messages, and personal emails — with individuals they know personally. No other form of sharing is permitted.
4.2 Absolute Prohibition on Public Promotion. Referral Partners are strictly prohibited from any form of public or semi-public promotion of W2R Sciences, including but not limited to:
- Posting, sharing, or referencing W2R Sciences on any social media platform, including Instagram, TikTok, YouTube, X/Twitter, Facebook, LinkedIn, Threads, Reddit, Snapchat, Pinterest, or any other platform, whether public or private account
- Publishing on any blog, website, podcast, video channel, newsletter, or public forum
- Distributing through email lists, group chats, group texts, or any communication with unknown or unvetted recipients
- Creating, publishing, or distributing any written, audio, video, or visual content that references W2R Sciences, its products, or its referral program
- Any other method of broadcast, endorsement, or public-facing communication
Violation of this section constitutes grounds for immediate termination and forfeiture of all unpaid compensation.
5. Prohibited Statements and Content
5.1 No Social Proof or Testimonials. Referral Partners may not make any statement — in any format, in any context, public or private — that functions as a testimonial, endorsement, or social proof regarding W2R Sciences products. This includes:
- Statements about personal outcomes, experiences, or perceived effects of any product
- Before-and-after representations of any kind
- Claims that a product "worked," "helped," "improved," or produced any result in any person or animal
- Fabricated customer reviews, ratings, or experiences
- Statements framed as personal recommendations based on use or outcome
5.2 No Health, Therapeutic, or Wellness Claims. Referral Partners may not make any statement suggesting that any W2R Sciences product treats, cures, prevents, mitigates, or improves any health condition, disease, or physical state in any human being or animal.
5.3 Research Use Only. All references to W2R Sciences products — in any private communication — must represent them accurately as Research Use Only (RUO) compounds for in vitro laboratory use only. Referral Partners may not suggest, imply, or describe personal, human, or veterinary use of any compound under any circumstances.
5.4 No Unapproved Claims. Referral Partners may not make any claim about the purity, potency, efficacy, dosing, or regulatory status of any product beyond what is stated in official product descriptions on the W2R Sciences website.
5.5 No Misrepresentation of Regulatory Status. Referral Partners may not state or imply that any W2R Sciences product is FDA-approved, clinically validated, prescribed, or cleared for human or veterinary use.
5.6 No False Accolades. Referral Partners may not make comparative statements that falsely elevate W2R Sciences above competitors, make unsupported claims of superiority, or fabricate accolades, awards, or recognition that the Company has not received.
5.7 No Disparagement of Competitors. Referral Partners may not disparage, defame, or make false statements about any competitor or third party in connection with their referral activities. Doing so exposes the Company to legal liability and constitutes a breach of this Agreement.
5.8 FTC Material Connection Disclosure. Referral Partners receive financial compensation through this Program. Where applicable law requires disclosure of a material connection between the Referral Partner and the Company in the context of any recommendation — even a private one — the Referral Partner is solely responsible for making that disclosure. The Company is not liable for any Referral Partner's failure to comply with FTC Endorsement Guidelines or applicable disclosure obligations.
Violation of any provision in this Section constitutes grounds for immediate termination and forfeiture of all unpaid compensation.
6. Intellectual Property and Brand Use
6.1 No Unauthorized Use. Referral Partners may not use the W2R Sciences name, logo, trade dress, product imagery, website screenshots, or any other Company intellectual property in any communication, content, or material without the prior written approval of the Company.
6.2 No Content Creation. Referral Partners may not create any written, visual, audio, or video content — for any audience or platform, public or private — that features or references W2R Sciences, its products, its referral program, or any Company intellectual property.
6.3 No Impersonation. Referral Partners may not impersonate any Company employee, representative, or official account in any communication.
7. Code Use and Downstream Responsibility
7.1 Personal Use Only. Referral Partners may share their referral code only with individuals they know personally and have reasonable grounds to believe will use the code appropriately and in compliance with this Agreement.
7.2 Downstream Responsibility. Referral Partner is responsible for how their referral code is used by any individual they share it with, and for any conduct by individuals who received the code — directly or through further sharing — that violates this Agreement. Downstream violations may constitute a breach by the Referral Partner.
7.3 No Self-Referral. Referral Partners may not apply their own referral code to their own purchases. Violations result in immediate termination and forfeiture of all unpaid compensation.
7.4 Code Use Limit. Each referral code may be used by a maximum number of customers as determined by the Company at its sole discretion. The Company will notify the Referral Partner when their code approaches or reaches its limit.
8. Data Privacy
8.1 Referral Partners may not collect, store, record, or share any personal information of individuals they refer to W2R Sciences, including but not limited to names, contact details, purchase history, or health-related information.
8.2 Any customer data the Referral Partner becomes aware of through their referral activities is confidential and may not be used for any purpose outside of the referral.
9. Representations and Warranties
Referral Partner represents and warrants that:
(a) They are at least 18 years of age and legally competent to enter into this Agreement;
(b) Their participation in the Program does not violate any other agreement, obligation, or applicable law;
(c) They will not refer individuals who they know or have reason to believe are minors;
(d) All information provided in their application is accurate and complete;
(e) They have read, understood, and agree to comply with all terms of this Agreement.
10. Confidentiality
The terms of this Agreement, the Commission Schedule, commission rates, tier structure, and any non-public information about the Program are confidential. Referral Partners may not disclose any such information to any third party.
11. Prohibited Conduct — Summary of Termination Triggers
The following constitute grounds for immediate termination and forfeiture of all unpaid compensation without notice:
- Any public promotion of W2R Sciences on any platform, channel, or forum
- Creating any content — in any format — referencing W2R Sciences or its products
- Making any testimonial, social proof, or outcome-based statement about any product
- Making any health, therapeutic, or wellness claim about any product
- Stating or implying any compound is for human or veterinary use
- Misrepresenting the regulatory status of any product
- Using W2R Sciences intellectual property without written approval
- Disparaging competitors or third parties in connection with referral activities
- Sharing their referral code with anyone they know or have reason to believe will post publicly
- Applying their own referral code to their own purchases
- Collecting, storing, or sharing referred customer data
- Using deceptive, fraudulent, or misleading communications to drive referrals
- Artificially inflating referral counts through any means
- Impersonating any Company employee or representative
- Violating any applicable law or regulation in connection with Program participation
12. Indemnification
Referral Partner agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) any communication made by Referral Partner in connection with the Program; (b) Referral Partner's violation of this Agreement; (c) Referral Partner's violation of any applicable law or third-party rights; or (d) any claim by any third party arising from Referral Partner's conduct.
13. Limitation of Liability
The Company's total liability to Referral Partner under this Agreement shall not exceed the total compensation actually paid to Referral Partner in the 90 days preceding the claim. The Company is not liable for indirect, incidental, consequential, or punitive damages of any kind.
14. Termination
14.1 By Company. The Company may suspend or terminate a Referral Partner's participation at any time, with or without cause, with or without notice. Upon termination for cause (including any violation of Sections 4, 5, 6, 7, or 11), all unpaid compensation is forfeited.
14.2 By Referral Partner. Referral Partners may withdraw from the Program at any time by notifying the Company in writing. Earned compensation that has met the minimum payout threshold prior to withdrawal will be paid per the terms of the Commission Schedule.
15. Independent Contractor Status
Referral Partner participates as an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, agency, or franchise relationship. Referral Partners are solely responsible for all taxes and obligations arising from compensation earned under this Agreement.
16. Modifications
The Company may modify this Agreement at any time with 30 days written notice to active Referral Partners. Continued participation after the notice period constitutes acceptance of the revised terms. The Commission Schedule may be updated per Section 3.
17. Governing Law
This Agreement is governed by the laws of the State of [California / Delaware — TBD], without regard to its conflict of law provisions. Any dispute arising from this Agreement shall be resolved by binding arbitration in [county], [state], under the rules of the American Arbitration Association.
18. Entire Agreement
This Agreement, together with the Commission Schedule delivered upon approval, constitutes the entire agreement between the parties with respect to the Program and supersedes all prior understandings, representations, or agreements.
19. Electronic Acceptance
This Agreement is accepted electronically. By checking the acceptance box on the Referral Program application, Referral Partner affirms they have read and agree to all terms of this Agreement. Electronic acceptance is binding and enforceable to the same extent as a written signature under applicable federal and state electronic signature laws, including the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA).
A record of acceptance — including the date, time, and identifying information provided in the application — will be retained by the Company.