Affiliate Terms and Conditions
Last Updated: Sep 30, 2025

This Affiliate Program Agreement (the “Agreement”) is entered into by and between GeneMetrics, Inc. (“GeneMetrics”) and the entity or individual agreeing to these terms (“Affiliate”). GeneMetrics and Affiliate are each a “Party” and together the “Parties.” This Agreement governs Affiliate’s participation in the GeneMetrics Affiliate Program (the “Affiliate Program”).

1. Definitions. 

1.1 “Affiliate Program” means the GeneMetrics affiliate program as described in this Agreement. 

1.2 “Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that GeneMetrics has made available to Affiliate via the Affiliate Tool. 

1.3 “Affiliate Link” means the unique tracking link placed on Affiliate’s site or promoted through other channels. 

1.4 “Affiliate Policies” means the policies applicable to affiliates which GeneMetrics may make available from time to time. 

1.5 “Affiliate Tool” means the tool made available to Affiliate upon acceptance into the Affiliate Program, to be used in order to participate in the Affiliate Program. 

1.6 “Agreement” means this Affiliate Program Agreement and all materials referred or linked to herein. 

1.7 “Commission” means the amount described in the Affiliate Tool (or if applicable, in the Affiliate Policies) for each Customer Transaction. 

1.8 “Customer” means the authorized actual user of the GeneMetrics Products who has purchased or signed up for the GeneMetrics Products after being an Affiliate Lead. 

1.9 “Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to this Agreement and further described in the Affiliate Tool. 

1.10 “Customer Data” means all information submitted or collected via the GeneMetrics Products and all materials provided or posted, uploaded, input, or submitted for public display through the GeneMetrics Products. 

1.11 “GeneMetrics Content” means all information, data, text, software, images, video, graphics, or other content incorporated into the GeneMetrics Products. 

1.12 “GeneMetrics Products” means both the Subscription Service and Other Products. 

1.13 “Other Products” means products and services offered by GeneMetrics that are not part of the Subscription Service, including but not limited to marketing software, legacy sales and marketing products, implementation, customization, training, consulting, support, and third-party services. 

1.14 “Subscription Service” means the web-based services subscribed to, developed, operated, and maintained by GeneMetrics, accessible via www.GeneMetrics.com or other designated URLs, including add-ons. For purposes of this Agreement, the Subscription Service excludes legacy products, implementation, customization, training, consulting, support, and third-party services. 
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1.15 “Personal Data” means any information relating to an identified or identifiable natural person that is processed in connection with this Agreement. 

1.16 “Affiliate Marks” means Affiliate’s trademarks, service marks, and logos licensed to GeneMetrics under this Agreement. 

1.17 “Program Policies” means program rules, eligibility conditions, and related policies as updated by GeneMetrics and incorporated by reference.

2.  Non-Exclusivity. This Agreement is non-exclusive. Either Party may enter into similar agreements with third parties.
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‍3.  Affiliate Application and Acceptance. Submission of an application constitutes an offer to participate in the Affiliate Program. Acceptance occurs only when GeneMetrics provides Affiliate with access to the Affiliate Tool. Until such access is granted, Affiliate shall have no rights or obligations under this Agreement. Any application not accepted within thirty (30) days shall be deemed rejected.
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‍4.  Customer Transactions and Commissions. Affiliate shall be eligible for commission payments only where all conditions described in the Affiliate Tool are satisfied. Commission amounts, eligibility windows, and payment terms shall be as set forth in the Affiliate Tool, as updated by GeneMetrics from time to time. No commission shall be due unless Affiliate has provided valid payment information, completed required tax documentation, and remains in compliance with this Agreement. Any commissions not properly claimed within six (6) months of the underlying Customer Transaction shall be permanently forfeited.
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‍5.  Training and Support. GeneMetrics may, at its discretion, provide training materials or other resources and may modify or discontinue such resources at any time.
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6.  Trademarks and Marketing Materials. GeneMetrics grants Affiliate a limited, non-exclusive, non-transferable, revocable license to use GeneMetrics’ trademarks solely in connection with participation in the Affiliate Program, subject to GeneMetrics’ trademark usage guidelines. Affiliate grants GeneMetrics a non-exclusive, non-transferable, royalty-free license to use Affiliate Marks for promotional purposes related to the Affiliate Program.

‍7.  Proprietary Rights.  All rights in the GeneMetrics Products and GeneMetrics Content remain the sole property of GeneMetrics. Customers retain all rights in Customer Data. GeneMetrics shall be an independent controller of any Personal Data it receives in connection with the Affiliate Program.
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8.  Confidentiality. As used in this Agreement, “Confidential Information” means all confidential or proprietary information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether orally or in writing, that is designated as confidential, and any GeneMetrics customer or prospect information whether or not designated as confidential. Confidential Information does not include information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, or (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information. The Receiving Party shall: (a) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect its own confidential information of like kind, but in no event less than reasonable care, (b) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (c) not disclose Confidential Information of the Disclosing Party to any third party, except to those employees, contractors, or agents of the Receiving Party who need such access for purposes consistent with this Agreement and who are bound by confidentiality obligations no less restrictive than those herein, and (d) limit access to Confidential Information of the Disclosing Party to such permitted persons. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable federal, state, or local law, regulation, subpoena, or legal process, provided that the Receiving Party (where legally permissible) gives the Disclosing Party prompt written notice of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy.
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‍9.  Compliance with Marketing and Opt-Out Laws. Affiliate shall comply with all applicable laws relating to marketing, including but not limited to honoring unsubscribe and opt-out requests.

‍10.  Term and Termination. This Agreement shall remain in effect until terminated. Either Party may terminate this Agreement for any reason upon fifteen (15) days’ written notice to the other Party. Commissions shall be payable only on Customer Transactions recognized by GeneMetrics within thirty (30) days following termination, subject to Affiliate’s continuing compliance with this Agreement. No commissions shall accrue thereafter.

‍11. Non-Solicitation. During the term of this Agreement and for twelve (12) months following termination, Affiliate shall not solicit or attempt to divert any GeneMetrics Customer or active prospect for the purpose of providing competing products or services. During the same period, Affiliate shall not solicit or hire any employee, contractor, or consultant of GeneMetrics involved with the Affiliate Program without GeneMetrics’ prior written consent. Affiliate shall not induce or encourage other GeneMetrics affiliates or partners to alter or terminate their relationship with GeneMetrics.
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12.  Data Security and Compliance. Affiliate shall implement and maintain reasonable and appropriate administrative, technical, and physical safeguards designed to protect Personal Data and Confidential Information against unauthorized access, disclosure, alteration, or destruction. Affiliate shall promptly notify GeneMetrics of any data breach or unauthorized disclosure involving Customer Data, Personal Data, or Confidential Information.

13.  Indemnification. Affiliate shall indemnify, defend, and hold harmless GeneMetrics and its officers, directors, employees, contractors, and affiliates from and against any claims, damages, or expenses arising out of Affiliate’s participation in the Affiliate Program, including Affiliate’s breach of this Agreement or violation of law.
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‍14.  Disclaimers; Limitations of Liability. 
14.1.  Disclaimer of Warranties. GENEMETRICS, ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE GENEMETRICS PRODUCTS, GENEMETRICS CONTENT, THE AFFILIATE PROGRAM, OR THE AFFILIATE TOOL FOR ANY PURPOSE. THE AFFILIATE PROGRAM, AFFILIATE TOOL, AND GENEMETRICS PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND. GENEMETRICS DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. APPLICATION PROGRAMMING INTERFACES (APIS) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES.
14.2.  No Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.3.  Limitation of Liability. GENEMETRICS DISCLAIMS ALL LIABILITY WITH RESPECT TO THE AFFILIATE TOOL, INCLUDING ITS AVAILABILITY, OPERATION, AND ANY TECHNICAL ERRORS OR MALFUNCTIONS. GENEMETRICS HAS NO OBLIGATION TO PROVIDE THE AFFILIATE TOOL AND MAY DISCONTINUE, SUSPEND, OR MODIFY IT AT ANY TIME IN ITS DISCRETION.
14.4.  Affiliate Tool. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE TOOL THAT YOU USE.  WE DO NOT PROMISE TO MAKE THE AFFILIATE TOOL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
14.5.  Cookie Duration. COOKIES USED IN CONNECTION WITH THE AFFILIATE TOOL HAVE A DEFINED DURATION AS SET FORTH IN THE AFFILIATE TOOL. IF A POTENTIAL CUSTOMER CLEARS COOKIES OR OTHERWISE REMOVES TRACKING DURING THIS PERIOD AND IS NOT OTHERWISE REGISTERED IN THE AFFILIATE TOOL, GENEMETRICS SHALL HAVE NO OBLIGATION TO PAY ANY COMMISSION FOR THE RESULTING TRANSACTION.

15.  Affiliate Representations and Warranties. Affiliate represents and warrants that: (i) Affiliate has all rights, licenses, and permissions necessary to participate in the Affiliate Program and to provide GeneMetrics with Affiliate Leads for use in sales and marketing efforts or as otherwise contemplated by this Agreement; (ii) Affiliate’s participation in the Affiliate Program does not conflict with any existing agreement or obligation binding on Affiliate; and (iii) Affiliate owns or has sufficient rights to use and to grant GeneMetrics the right to use the Affiliate Marks. Affiliate further represents and warrants that: (a) Affiliate will comply with all trade, regulatory, and legal requirements applicable to its participation in the Affiliate Program, including without limitation disclosure obligations relating to affiliate marketing; (b) Affiliate will accurately provide in the Affiliate Tool all websites and domains Affiliate owns or controls where Affiliate Links will be used; (c) Affiliate will not purchase advertising that directs to Affiliate’s sites or through an Affiliate Link in a manner that competes with GeneMetrics’ own advertising, including but not limited to bidding on GeneMetrics’ branded keywords; (d) Affiliate will not engage in cookie stuffing, pop-ups, or use of false or misleading links; (e) Affiliate will not attempt to mask referring URL information; (f) Affiliate will not use its own Affiliate Link to purchase GeneMetrics Products for personal or internal use; and (g) Affiliate will not use mechanisms to generate leads that are not genuine prospective customers, including but not limited to use of compilations of personal data, fake redirects, automated tools, robots, iframes, hidden frames, or incentive schemes intended to artificially drive signups or purchases.

16.  Amendment. GeneMetrics may update, amend, or replace this Agreement at any time in its sole discretion. The current version of the Agreement will be maintained at https://www.genemetrics.com/affiliate-terms, and Affiliate is responsible for reviewing that page periodically. The revised Agreement is effective upon posting and governs Affiliate’s continued participation in the Affiliate Program. The “Last Updated” date at the top of the Agreement constitutes effective notice of any amendments. Affiliate’s continued use of the Affiliate Tool or participation in the Affiliate Program constitutes acceptance of the revised Agreement.

17.  Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas, without regard to its conflict of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Travis County, Texas. Each Party irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection to jurisdiction, venue, or forum. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

18.  Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Affiliate has no authority to make or accept any offers or representations on behalf of GeneMetrics.

19.  Equitable Relief. Affiliate acknowledges and agrees that a breach or threatened breach of Sections 7 (Proprietary Rights), 8 (Confidentiality), 11 (Non-Solicitation), or 12 (Data Security and Compliance) would cause GeneMetrics irreparable harm for which monetary damages would be an insufficient remedy. Accordingly, in addition to any other remedies available at law or in equity, GeneMetrics shall be entitled to seek injunctive relief, specific performance, or other equitable remedies to prevent or curtail any actual or threatened breach of such sections, without the necessity of posting bond or proving actual damages.

20. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
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21.  Force Majeure. Neither Party shall be responsible for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of war, terrorism, natural disasters, government restrictions, labor disputes, shortages of materials, failures of suppliers or subcontractors, electrical or internet failures, or other force majeure events. The affected Party shall use reasonable efforts to mitigate the impact of such event.
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22.  Compliance with Applicable Laws.  Affiliate shall comply, and shall ensure that any third parties acting on its behalf comply, with all applicable international, federal, state, and local laws and regulations, including but not limited to laws governing privacy, data protection, unsolicited marketing communications, anti-spam, unfair competition, consumer protection, export controls, and economic sanctions administered by the U.S. Office of Foreign Assets Control (OFAC).
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23. No Third-Party Beneficiaries. Nothing in this Agreement is intended to confer any rights or remedies on any person or entity other than the Parties.
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24.  Notices. All notices required or permitted under this Agreement shall be in writing and delivered by email. Notices to Affiliate shall be sent to the email address provided by Affiliate during sign-up or as updated in the Affiliate Tool. Affiliate is responsible for maintaining an accurate email address in the Affiliate Tool, and notice to such address shall be deemed effective regardless of whether Affiliate actually receives or opens the message. Notices to GeneMetrics shall be sent to LegalNotices@LifeMetrics.com. Notices are deemed given when transmitted, provided no delivery error is received.

25.  Assignment. Affiliate may not assign, delegate, or transfer this Agreement, in whole or in part, without the prior written consent of GeneMetrics. Any attempted assignment without such consent shall be void. GeneMetrics may assign this Agreement without restriction.

26. Survival. The following sections shall survive expiration or termination of this Agreement, regardless of the basis of the claim: Definitions, Customer Transactions and Commissions, Proprietary Rights, Confidentiality, Non-Solicitation, Data Security and Compliance, Indemnification, Affiliate Representations and Warranties, Disclaimers and Limitations of Liability, Equitable Relief, Compliance with Laws, Governing Law and Jurisdiction, and any payment obligations accrued prior to termination.
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27.  Entire Agreement. This Agreement, together with the Affiliate Tool, Program Policies, and any documents expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to the Affiliate Program and supersedes all prior and contemporaneous proposals, negotiations, understandings, and agreements, whether oral, written, or electronic. In the event of any conflict between this Agreement and the Program Policies, this Agreement shall control. No additional or different terms contained in any purchase order, acceptance, confirmation, website, or other document shall apply, and any such terms are expressly rejected.

28. Headings.  Headings are for reference only and shall not affect the interpretation of this Agreement.