LuvionBio Partner Program
Terms & Conditions

The LuvionBio Partner Program (the "Program") is an invitation-only affiliate program operated by LuvionBio LLC, a Delaware limited liability company, together with its parents, subsidiaries, affiliates, successors, and assigns ("LuvionBio," "Company," "we," "us," or "our"). Participation is granted solely at LuvionBio's discretion. The Program is not publicly advertised, and receipt of an invitation does not guarantee enrollment.

Approved Partners earn commissions by referring net-new customers to LuvionBio's products and services through unique tracking links or codes assigned to each Partner account. All promotional activity is subject to the strict Research Use Only compliance framework described in Section 4. LuvionBio's products are not marketed for human use, consumer use, therapeutic use, or any other unapproved intended use.

This Agreement, together with the separately executed Partner Agreement, required tax documentation, any written addenda issued by LuvionBio, and any written compliance policies expressly incorporated by reference, governs the entire relationship between Partner and LuvionBio with respect to the Program and supersedes all prior oral or written representations.

To participate in the Program, you must at all times satisfy the following requirements:

• Be at least 18 years of age and have full legal capacity to enter into a binding contract;
• Have received a direct, written invitation from LuvionBio;
• Agree to and comply with this Agreement in full;
• Execute the separate LuvionBio Partner Agreement before engaging in any promotional activity;
• Complete all required tax documentation prior to receiving any payout;
• Maintain a valid payment account capable of receiving payments in U.S. dollars in a method approved by LuvionBio; and
• Not be a direct competitor of LuvionBio or employed by a direct competitor.

Entity Partners: If Partner is a business entity, enrollment requires prior written approval from LuvionBio. The individual executing the Partner Agreement on behalf of the entity represents and warrants that they have authority to bind the entity. Any change in the controlling ownership or management of a Partner entity must be disclosed to LuvionBio within 14 days of occurrence and may constitute grounds for immediate suspension or termination.

LuvionBio reserves the right to deny, condition, suspend, or revoke enrollment at any time, for any reason, in its sole and absolute discretion. A Partner's enrollment in the Program does not constitute any representation by LuvionBio regarding the Partner's qualifications, trustworthiness, or fitness for any particular purpose.

4.1 Core Restriction. Partner shall market the Products only as Research Use Only products and only in strict conformity with LuvionBio's written compliance instructions and Approved Claims. No deviation is permitted, regardless of what Partner may have seen or heard from any other source.

4.2 Absolute Prohibition on Prohibited Claims. Partner shall not make, repeat, endorse, solicit, encourage, like, pin, repost, share, link to, or knowingly allow to remain on Partner-controlled channels any Prohibited Claim, including any statement or implication concerning human use, consumer use, personal use, or patient use. Prohibited Claims include, without limitation, any direct or indirect statement, implication, depiction, suggestion, or context that:

4.3 No Medical, Drug, or Supplement Positioning. Partner shall not position any Product as a drug, supplement, nutraceutical, cosmetic for human application, treatment, therapy, wellness product, lifestyle product, or medical product of any kind unless LuvionBio expressly authorizes specific language in writing.

4.4 No Implied Regulatory Approval. Partner shall not state or imply that any Product is legal for human use, approved for any use, or endorsed by any regulator or scientific body.

4.5 Platform & Community Management. Partner shall actively monitor all Partner-controlled channels — including comments, replies, direct messages used for promotion, and community posts — for noncompliant content relating to LuvionBio or the Products. Partner shall remove or hide noncompliant content immediately, and in all cases no later than twelve (12) hours after posting, discovery, or notice from LuvionBio.

4.6 Duty to Escalate. Partner shall immediately notify LuvionBio of any suspected adverse regulatory issue, customer complaint involving prohibited use statements, law enforcement inquiry, platform warning, account restriction, chargeback trend tied to Partner Content, or third-party allegation that Partner Content is unlawful or misleading.

4.7 No Professional Misrepresentation. Partner shall not represent itself as a physician, pharmacist, scientist, clinician, or medical professional in connection with any LuvionBio promotion unless such characterization is accurate, independently verifiable, lawful, and expressly approved in writing by LuvionBio for that specific use.

4.8 No Evasion. Partner shall not use coded language, euphemisms, symbols, nicknames, indirect references, visual implication, audience targeting, or other evasive tactics to communicate or imply any unapproved intended use.

5.1 Pre-Approval Required. Partner shall not publish any Partner Content referencing LuvionBio or any Product unless the specific content, format, channel, and placement have been approved in writing by LuvionBio in advance, except for content copied verbatim from Approved Materials without modification of any kind.

5.2 Approval Authority Strictly Limited. "Approved in writing" means approval issued by an Authorized LuvionBio Approver. No statement, silence, delay, informal comment, social media response, reaction, casual message, verbal conversation, text, direct message, Slack message, or communication from any other employee, contractor, agency, or representative shall constitute approval, amendment, or waiver. Partner bears sole responsibility for obtaining valid approval before publication.

5.3 No Modifications. Partner shall not alter, paraphrase, embellish, translate, crop, remix, dub, overlay, adapt, summarize, or otherwise modify Approved Materials in any way without prior written approval from an Authorized LuvionBio Approver.

5.4 Ongoing Monitoring. LuvionBio may monitor Partner's channels, content, comments, paid ads, landing pages, traffic sources, disclosures, redirects, and account behavior at any time and without notice. LuvionBio's monitoring or failure to monitor does not reduce Partner's obligations or liability in any respect.

5.5 Immediate Takedown. Upon LuvionBio's request, whether oral or written, Partner shall immediately pause, edit, remove, delete, unpublish, or otherwise disable any Partner Content or campaign. If Partner fails to comply immediately, LuvionBio may suspend links, withhold commissions, issue platform notices, pursue self-help measures reasonably available to it, or take any other action LuvionBio deems necessary to protect itself, without liability to Partner.

5.6 Records Retention. Partner shall maintain complete and accurate records of all Partner Content, drafts, approvals, paid placements, audience targeting parameters, ad spend, comments, direct messages used for promotion, traffic source information, landing pages, and disclosure practices for at least six (6) years from the date of creation and shall provide them to LuvionBio within twenty-four (24) hours of request.

5.7 Audit & Inspection Rights. Upon reasonable notice, or immediately where LuvionBio reasonably suspects a violation, LuvionBio may audit or inspect Partner's records, systems, communications, campaigns, traffic sources, and supporting documentation to verify compliance with this Agreement. Partner shall fully cooperate and provide complete access to relevant records and information.

5.8 Responsibility for Others. Partner is solely and fully responsible for all Partner Content, including content and statements made by Partner's employees, officers, owners, contractors, agencies, editors, moderators, virtual assistants, guest creators, and anyone else acting at Partner's direction, with Partner's permission, or for Partner's benefit. The acts and omissions of such persons are deemed acts and omissions of Partner for purposes of this Agreement.

5.9 No Delegation or Subcontracting Without Consent. Partner shall not delegate, subcontract, assign, outsource, or permit any third party to conduct promotional activity relating to LuvionBio without LuvionBio's prior written consent. Any approved delegation does not reduce Partner's liability in any respect.

Partners earn a 15% commission on Net Revenue generated from Qualifying Purchases by Referrals during the lifetime of the Referral's account with LuvionBio, subject to all conditions and exceptions set forth in this Agreement.

• Commissions are calculated on Net Revenue only and not gross order value.
• No commission is earned on purchases by existing LuvionBio customers, self-referrals, non-tracked orders, cancelled orders, fraudulent transactions, disputed transactions, disqualified transactions, or purchases outside the Cookie Window.
• LuvionBio may modify commission rates upon 30 days' written notice. Modified rates apply prospectively to new referrals only.
• Commissions on recurring subscription revenue are earned only so long as the Referral remains active and paying, the purchases remain Qualifying Purchases, and this Agreement remains in effect or LuvionBio elects otherwise in writing.
• Performance bonuses or elevated commission tiers are at LuvionBio's sole discretion and must be confirmed in writing by an authorized LuvionBio representative to be enforceable.
• LuvionBio makes no representation or guarantee regarding the volume of referrals, conversion rates, customer retention, or commission amounts that Partner will earn.

Attribution is determined exclusively by LuvionBio's tracking technology and internal records. The following rules govern attribution:

• Cookie Window: 14 calendar days from first qualifying link click unless otherwise designated by LuvionBio in writing. Multiple affiliate link clicks within the window follow a last-click attribution model unless LuvionBio states otherwise.
• Self-referrals prohibited: Partner may not use their own referral link or code to purchase for themselves, immediate family, household members, employees, agents, contractors, or any entity in which Partner holds a direct or indirect ownership or management interest. Violations result in immediate commission forfeiture and termination.
• Disputed attribution: In any tracking dispute, LuvionBio's records are conclusive and final absent manifest error.
• No guarantee: LuvionBio does not guarantee uninterrupted tracking and is not liable for failures outside its reasonable control, including browser restrictions, cookie deletion, device switching, ad blockers, privacy settings, or platform interruptions.
• No manipulation: Partner shall not use any technique designed to artificially inflate clicks, conversions, or attributed revenue, including cookie stuffing, click fraud, forced clicks, pop-unders, adware, malware, hidden iframes, or misleading redirects.

The following are strictly prohibited and constitute grounds for immediate suspension, immediate termination, full commission forfeiture, clawback, and any other available remedy:

• Any Prohibited Claim as defined in Section 2 and enumerated in Section 4.
• Spam or unlawful outreach, including unsolicited bulk email, unlawful SMS, robocalls, or mass communication violating CAN-SPAM, TCPA, or equivalent law.
• Unauthorized paid advertising, including bidding on LuvionBio's brand name, product names, misspellings, or confusingly similar terms in paid search, paid social, or display advertising without prior written consent.
• Domain or handle squatting, including registering any domain, social handle, or identifier containing LuvionBio's name, trademarks, product names, or confusingly similar variations without written authorization.
• Cookie stuffing or click fraud.
• Unauthorized coupon distribution, including publication of LuvionBio codes on coupon aggregators or discount sites without written approval.
• Incentivized traffic without disclosure or authorization.
• Impersonation of an employee, agent, officer, official spokesperson, medical professional, or scientific authority.
• Unauthorized data collection or lead capture on LuvionBio's behalf without written consent and legally sufficient privacy disclosures.
• Fake reviews or incentivized reviews without required disclosure.
• Targeting restricted audiences, including minors, patient populations, or any audience prohibited by LuvionBio or Applicable Law.
• Circumvention of any LuvionBio compliance measure, website control, gating step, tracking rule, or platform restriction.

Partners who receive any form of compensation — including commissions, free products, discounts, credits, or other benefits — for promoting LuvionBio products must comply with the FTC's Endorsement Guides, all applicable advertising disclosure laws, and the platform policies of every channel on which they publish.

• Partner must clearly and conspicuously disclose the material relationship with LuvionBio in every promotional communication, including blog posts, social media posts, videos, emails, livestreams, and paid content.
• Disclosures must appear before or adjacent to any affiliate link or call to action and must be visible without scrolling where required by law or platform norms. Burial in footers, profile pages, or general disclaimers is insufficient.
• Acceptable disclosure language includes statements substantially similar to: "I earn a commission if you purchase through my link" or "This content contains affiliate links and I may earn a commission."
• Partner is solely responsible for ensuring promotional activities comply with all applicable laws and all platform policies, including those of Meta, Instagram, YouTube, TikTok, X, Reddit, Google, and any other platform used.
• Failure to provide proper disclosures may result in suspension, termination, withholding, clawback, and forfeiture of commissions related to non-compliant promotions.
• Partner acknowledges it may not rely on rumor, social media, customer anecdotes, supplier claims, or third-party blog content as substantiation for any claim about LuvionBio's products.

LuvionBio reserves the right to reverse, withhold, recoup, offset, or permanently forfeit previously credited or paid commissions in the following circumstances:

• Refunds: If a Referral receives a refund within 60 days of purchase, the corresponding commission is reversed.
• Chargebacks: If a Referral initiates a chargeback or payment dispute, the commission is reversed immediately upon notification from the payment processor.
• Fraud or policy violations: If LuvionBio determines, in its reasonable discretion, that a referral was generated through fraudulent, deceptive, unlawful, or policy-violating activity, all commissions associated with that referral — and potentially all commissions earned during the period of violation — are forfeited.
• Prohibited Claims: Any commission earned in connection with a campaign that included a Prohibited Claim is subject to immediate forfeiture regardless of whether the underlying transaction has been reversed.
• Legal, regulatory, reputational, or platform risk: If LuvionBio reasonably determines that a referral, campaign, or Partner activity presents actual or potential legal, regulatory, reputational, banking, processor, or platform risk, LuvionBio may withhold or forfeit related commissions.
• Recovery of paid amounts: If a clawback creates a negative balance after payouts have been made, LuvionBio may offset future commissions or invoice Partner for the balance owed. Partner agrees to repay any such amounts within 30 days of written demand.

• Commissions are paid monthly on the 15th for commissions that cleared the Clawback Period during the prior month, unless withheld under this Agreement.
• Minimum payout threshold: $10.00 USD. Balances below this threshold carry forward.
• All payments are made via the payment method then approved by LuvionBio and designated in the Program. LuvionBio is not responsible for third-party account fees, currency conversion fees, failed transfers, or delays caused by Partner's payment account status.
• Payouts may be delayed, reduced, or withheld pending completion of required tax documentation, active disputes, ongoing investigations, suspected noncompliance, suspected fraud, chargeback exposure, reputational risk review, regulatory inquiry, platform complaint, or processor concern.
• LuvionBio does not pay interest on withheld or delayed commissions.
• Failure to maintain a current, verified payment account for more than 90 days may result in forfeiture of accrued commissions at LuvionBio's discretion.

U.S. individual Partners must submit a completed, signed IRS Form W-9 with their legal name, address, and taxpayer identification number before receiving any payout. LuvionBio will issue IRS Form 1099 as required by law.

U.S. entity Partners must submit a completed IRS Form W-9 reflecting the entity's legal name and EIN. The entity classification selected on Form W-9 must be accurate.

Non-U.S. individual Partners must submit a completed IRS Form W-8BEN before receiving any payout. LuvionBio may withhold taxes as required by law on payments to non-U.S. persons who fail to provide proper documentation.

Non-U.S. entity Partners must submit a completed IRS Form W-8BEN-E or other form required by law before receiving any payout. Failure to provide proper documentation may result in withholding at the applicable statutory rate.

Partners are solely responsible for all applicable income taxes, self-employment taxes, VAT, GST, and any other taxes or assessments on commissions earned. LuvionBio does not provide tax advice. Partners should consult a qualified tax professional. Providing false, incomplete, misleading, or fraudulent tax documentation is a material breach of this Agreement and may be reported to applicable authorities.

LuvionBio's IP: All Company IP remains the exclusive property of LuvionBio. All use of Company IP by Partner inures solely to LuvionBio's benefit. Nothing in this Agreement grants Partner any ownership interest in Company IP.

Limited license: LuvionBio grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to use Company IP solely as embedded in Approved Materials and solely for authorized promotional activity in conformity with this Agreement and LuvionBio's then-current brand guidelines.

Restrictions: Partner shall not: (a) alter, distort, or create derivative works from Company IP; (b) use Company IP in any way that suggests an employment, agency, joint venture, medical, scientific, or endorsement relationship beyond the limited affiliate relationship described here; (c) register or use any trademark, domain name, social handle, metatag, paid keyword, account name, or identifier that incorporates or is confusingly similar to Company IP; (d) sublicense Company IP to any third party; or (e) use Company IP after termination of this Agreement.

Partner Content License: Partner grants LuvionBio a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, sublicensable license to copy, store, reproduce, adapt, distribute, display, modify, and use Partner Content for compliance, evidentiary, archival, training, internal, marketing, litigation, regulatory, and business purposes.

Moral Rights Waiver: To the maximum extent permitted by applicable law, Partner waives and agrees not to assert any moral rights or similar rights in Partner Content against LuvionBio or LuvionBio's designees.

Post-termination: Upon termination, the license granted to Partner terminates immediately. Partner must cease all use of Company IP and remove all Company IP from Partner's properties within 48 hours of termination.

Partner acknowledges that it may receive or have access to Confidential Information in connection with the Program. Partner agrees to: (a) hold all Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without LuvionBio's prior written consent; (c) use Confidential Information solely to perform obligations under this Agreement; and (d) promptly notify LuvionBio of any unauthorized disclosure, suspected breach, or compelled disclosure request.

Partner shall implement reasonable administrative, technical, and physical safeguards to protect Confidential Information. Partner shall not publicly characterize LuvionBio's compliance controls as optional, cosmetic, easy to evade, or inconsistent with actual business practice.

Confidential Information does not include information that: (i) is or becomes publicly known through no fault of Partner; (ii) was rightfully known to Partner before disclosure without confidentiality restrictions; or (iii) is required to be disclosed by law or court order, provided Partner gives LuvionBio prompt written notice where legally permitted and cooperates with any protective order or confidentiality treatment.

This Section survives termination of this Agreement for three (3) years; provided, however, that with respect to trade secrets and information that remains legally protectable as a trade secret or similarly protected confidential information under applicable law, Partner's obligations survive for so long as such information remains protected.

To the maximum extent permitted by applicable law, during the Term and for twelve (12) months following termination, Partner agrees not to:

• Directly solicit Referral customers identified through the Program to purchase competing products or services;
• Encourage, induce, or assist any other LuvionBio partner, contractor, or employee to terminate their relationship with LuvionBio; or
• Use customer data obtained through Program participation to market competing products or services.

This Section does not prohibit general advertising that may incidentally reach LuvionBio customers, provided such advertising does not specifically target identified LuvionBio customers or use Confidential Information.

To the maximum extent permitted by applicable law, during the Term and for twenty-four (24) months following termination, Partner agrees not to make, publish, encourage, or cause any statement — written, oral, visual, or digital — that falsely disparages, defames, or portrays in a false or misleading negative light LuvionBio, its products, services, members, managers, employees, officers, investors, business partners, or the Research Use Only compliance framework.

This Section does not prohibit truthful statements required by law or statements made in connection with a legal proceeding, provided Partner gives LuvionBio advance written notice where legally permitted.

Partner represents, warrants, and covenants on a continuing basis throughout the Term that:

• Partner has full power and authority to enter into and perform this Agreement and, if an entity, the signatory has authority to bind the entity;
• This Agreement does not conflict with any other agreement to which Partner is bound;
• All information provided by Partner during enrollment is and will remain accurate, complete, and not misleading;
• Partner's promotional activities comply and will continue to comply with all applicable laws, regulations, and platform policies;
• Partner will not make any Prohibited Claim;
• Partner Content will not infringe, misappropriate, or violate any third-party rights, including intellectual property, privacy, publicity, and contractual rights;
• All required rights, consents, and permissions for Partner Content have been obtained and will be maintained;
• Partner is not relying on any representation by LuvionBio other than those expressly set forth in this Agreement;
• Partner has independently evaluated the legal risks of its marketing methods and accepts those risks; and
• Partner's tax documentation submitted to LuvionBio is genuine, accurate, and complete.

Any material inaccuracy in any representation, warranty, or covenant constitutes a breach entitling LuvionBio to immediate suspension or termination.

During the Term and for two (2) years following termination, Partner shall maintain, at Partner's sole expense, commercially reasonable insurance appropriate to Partner's activities, including at minimum:

• Commercial general liability coverage;
• Cyber liability coverage, if Partner collects or processes personal data; and
• Media liability or errors and omissions coverage, if Partner publishes content at scale.

Upon request, Partner shall provide certificates of insurance and evidence of coverage within five (5) business days.

Partner shall defend, indemnify, and hold harmless LuvionBio and its parents, subsidiaries, affiliates, members, managers, officers, employees, contractors, agents, licensors, successors, and assigns (collectively, the "LuvionBio Indemnitees") from and against any and all claims, demands, complaints, investigations, proceedings, subpoenas, fines, penalties, losses, liabilities, damages, judgments, settlements, costs, and expenses — including attorneys' fees, expert fees, forensic costs, eDiscovery costs, chargebacks, refunds, remediation costs, PR costs, monitoring costs, and internal investigation costs — arising out of or relating to:

• Any Partner Content, including any Prohibited Claim;
• Partner's breach of any provision of this Agreement;
• Partner's violation of any applicable law or third-party right, including intellectual property, privacy, publicity, consumer protection, and advertising laws;
• Any false, misleading, infringing, defamatory, or unlawful statement made by Partner or anyone acting on Partner's behalf;
• Any regulatory inquiry, civil investigative demand, platform enforcement action, law enforcement matter, payment processor action, or banking action tied in whole or in part to Partner's conduct; or
• Acts or omissions of any person for whom Partner is responsible under this Agreement.

Duty to defend: Partner's duty to defend arises upon notice of a covered claim, regardless of ultimate fault. LuvionBio may assume exclusive control of the defense and settlement of any matter subject to indemnification at Partner's expense. Partner shall fully cooperate and shall not settle any matter involving a LuvionBio Indemnitee without LuvionBio's prior written consent.

The obligations in this Section are independent of, and not limited by, any insurance, commission amount, liability cap, or termination of this Agreement.

Term: This Agreement commences on the date of Partner's formal enrollment approval and continues until terminated by either party.

Termination by Partner: Partner may terminate by providing written notice through the Partner Portal, if available, or by emailing the designated LuvionBio partner email address. Commissions earned through the termination date that clear the Clawback Period and are not otherwise withheld, forfeited, or disqualified will be paid on the next scheduled payout date.

Termination by LuvionBio for convenience: LuvionBio may terminate for convenience upon 14 days' written notice.

Immediate suspension or termination by LuvionBio: LuvionBio may suspend or terminate immediately, with or without notice, upon:

• Any Prohibited Claim or Research Use Only violation;
• Any fraud, self-referral, cookie stuffing, attribution manipulation, or deceptive traffic practice;
• Any violation of Sections 5, 8, 9, 13, 14, 15, or 16;
• Submission of false or misleading tax documentation;
• Any regulatory inquiry, law enforcement contact, platform enforcement action, processor inquiry, or banking inquiry tied to Partner's promotional activity;
• Any activity that exposes or could expose LuvionBio to legal, regulatory, reputational, banking, payment processing, or platform risk; or
• Insolvency, bankruptcy, dissolution, or assignment for the benefit of creditors.

Effect of termination: Upon termination for any reason: (a) all licenses granted hereunder cease immediately; (b) Partner must cease all use of Company IP and remove it from all Partner properties within 48 hours; (c) commissions within the Clawback Period will not be paid unless and until they clear all applicable review and risk periods and LuvionBio elects to pay them; (d) LuvionBio may suspend access to the Partner Portal immediately; and (e) Sections 4, 5, 10, 13, 14, 15, 16, 17, 18, 19, 20, 23, and 24 survive termination for the periods specified or indefinitely where no period is specified.

LuvionBio may suspend Partner's access, links, payouts, permissions, and account status at any time pending investigation, without constituting a waiver or termination.

LuvionBio reserves the right to modify this Agreement at any time. Material changes will be communicated to active Partners via email, the Partner Portal, or another reasonable written method with at least 14 calendar days' notice before the change takes effect. Changes to commission rates require 30 calendar days' notice and apply prospectively only unless a shorter period is required by law or necessitated by fraud, abuse, regulatory risk, or processor risk.

Continued participation in the Program after the effective date of any modification constitutes acceptance of the revised Agreement to the maximum extent permitted by law. If Partner does not agree to a modification, Partner must notify LuvionBio in writing before the effective date and terminate participation.

Governing law: This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflict of law provisions, except to the extent federal law governs.

Informal resolution: Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute within 30 days of written notice describing the dispute with reasonable specificity.

Binding arbitration: Disputes not resolved informally shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration shall take place in Richmond, Virginia. The arbitrator's award is final, binding, and enforceable in any court of competent jurisdiction.

Class and representative waiver: Partner irrevocably waives the right to participate in any class action, class arbitration, collective action, or representative proceeding against LuvionBio. Each dispute must be brought on an individual basis only.

Waiver of jury trial: To the maximum extent permitted by law, each party irrevocably waives any right to trial by jury.

Equitable relief: Notwithstanding the foregoing, LuvionBio may seek temporary, preliminary, emergency, or permanent injunctive relief or other equitable relief in any court of competent jurisdiction, without posting bond to the extent permitted by law, to prevent or remedy breach of Sections 4, 5, 13, 14, 15, or 16, and doing so shall not waive LuvionBio's right to arbitration for the underlying merits.

Fees and costs: In any arbitration, action, or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses, in addition to any other relief awarded, to the maximum extent permitted by law.

• Independent contractors: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, franchise, agency, fiduciary, or similar relationship of any kind.
• No authority: Partner has no authority to bind LuvionBio, make representations on LuvionBio's behalf, vary pricing, negotiate terms, create obligations, or provide warranties on LuvionBio's behalf.
• No assignment: Partner may not assign this Agreement or any rights or obligations hereunder without LuvionBio's prior written consent. Any purported assignment is void. LuvionBio may assign freely, including in connection with a merger, acquisition, internal reorganization, financing, or sale of assets.
• Order of precedence: In the event of any conflict between these Terms & Conditions, the Partner Agreement, any addendum, any incorporated program policy, or any program FAQ, the provision that affords greater protection to LuvionBio shall control unless LuvionBio expressly states otherwise in writing.
• Entire agreement: This Agreement, together with the executed Partner Agreement, required tax documentation, written addenda, and any written compliance policies expressly incorporated by reference, constitutes the entire agreement between the parties regarding the Program and supersedes all prior negotiations, representations, and understandings.
• Severability: If any provision is found invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force and effect.
• No waiver: LuvionBio's failure to enforce any provision does not waive its right to enforce it in the future. LuvionBio's approval, failure to object, silence, monitoring, or delay in enforcement does not imply that any content is lawful, compliant, or approved.
• No third-party beneficiaries: Except for LuvionBio Indemnitees under Section 19, there are no third-party beneficiaries to this Agreement.
• Force majeure: LuvionBio is not liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, government actions, internet outages, cyberattacks, processor failures, platform suspensions, or third-party service failures.
• Notices: Legal notices must be in writing and delivered to the contact information designated by LuvionBio in Section 25 or otherwise in writing. Notices are effective upon confirmed receipt.
• Electronic signatures: Signatures delivered electronically or through an approved e-signature platform are deemed originals and fully binding.
• Interpretation: Headings are for convenience only. The words "include" and "including" mean "without limitation." This Agreement shall not be construed against either party solely because of authorship.

Questions or legal notices regarding this Agreement should be directed to: