BisGentech Partner Program Terms of Participation

1. Acceptance of Terms

These BisGentech Partner Program Terms of Participation (the “Terms”) govern participation in the BisGentech Partner Program (the “Program”) operated by BISGEN TECH II INC, doing business as BisGentech (“BisGentech”). By applying to participate, participating in the Program, or using a Partner identification code, an approved Partner (“Partner”) agrees to be bound by these Terms. A Partner that does not agree to these Terms must not participate in the Program.

2. Partner Identification

Upon activation, BisGentech may issue an approved Partner a unique Partner identification code in the format BGP-### (a “Partner Code”). The Partner Code remains the property of BisGentech, is assigned solely for authorized Program participation, and may not be transferred, sold, shared, reassigned, or used by another person or entity without BisGentech’s written authorization.

3. Referral Attribution

Unless otherwise stated in applicable program-specific terms, BisGentech determines referral attribution using its established attribution rules and records. BisGentech’s determination of attribution is final and binding.

Referral attribution does not create a right to compensation. No commission, referral fee, reward, revenue share, or other payment is earned, accrued, vested, or payable unless the Partner satisfies all applicable eligibility requirements and BisGentech has expressly established the applicable compensation arrangement in writing.

4. Partner Responsibilities

A Partner shall represent BisGentech and the Program accurately and professionally. A Partner shall not:

• Misrepresent BisGentech, its services, pricing, or the terms of the Program;
• Use deceptive, misleading, or fraudulent methods to generate referrals;
• Represent that compensation is guaranteed, automatic, or payable without satisfaction of all applicable eligibility requirements;
• Use the Partner Code for any unlawful, abusive, or unauthorized purpose; or
• Transfer, sell, share, reassign, or permit use of the Partner Code by another person or entity.

5. Eligibility and Compensation

Compensation, if any, is determined solely by the applicable written compensation arrangement between BisGentech and the Partner. BisGentech may establish, modify, or condition eligibility requirements and compensation terms in writing. No compensation is earned, accrued, vested, or payable unless and until all applicable eligibility requirements are satisfied and the compensation arrangement has been expressly established in writing by BisGentech.

6. Fraud, Abuse, and Enforcement

BisGentech reserves the right to investigate any suspected abuse, fraud, or violation of these Terms. In connection with any such investigation or determination, BisGentech may:

• Investigate suspected abuse;
• Suspend Partner participation;
• Place referrals or payments on hold;
• Reject ineligible transactions;
• Reverse credited compensation;
• Recover amounts improperly paid where permitted by applicable law;
• Terminate Partner participation; and
• Permanently retire a Partner Code.

BisGentech’s exercise of any right under this Section does not limit any other right or remedy available to BisGentech under these Terms or applicable law.

7. Program Modification

BisGentech may modify, suspend, or discontinue all or part of the Program and may amend these Terms from time to time. Updated Terms will identify their applicable version and effective date. Where BisGentech requires renewed acceptance, continued Program participation may be conditioned upon acceptance of the updated Terms.

8. No Warranty

The Program is provided on an “as is” and “as available” basis. To the fullest extent permitted by applicable law, BisGentech disclaims all express or implied warranties regarding the Program, including warranties of merchantability, fitness for a particular purpose, and non-infringement. BisGentech does not guarantee that the Program will be uninterrupted, error-free, or available at all times.

9. Limitation of Liability

To the fullest extent permitted by applicable law, BISGEN TECH II INC shall not be liable for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to the Program, these Terms, or Partner participation, including any loss of anticipated compensation, referral activity, or business opportunity.

10. Governing Law

These Terms are governed by the laws of the State of Georgia, without regard to conflict-of-law principles. Unless another written agreement expressly provides otherwise, any dispute arising out of or relating to these Terms or participation in the Program will be subject to the jurisdiction of courts of competent jurisdiction in the State of Georgia.

11. Entire Agreement

These Terms constitute the entire agreement between BisGentech and the Partner with respect to participation in the Program and supersede any prior or contemporaneous understandings, except where a separate written agreement expressly governs a particular matter. If any provision of these Terms is held to be unenforceable, the remaining provisions remain in full force and effect.

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