Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") govern your access to and use of the Everon Affiliate Portal (the "Portal"). The Portal facilitates affiliate participation across two vendor programs: XGB and EHP (collectively, the "Vendor Programs"). By registering for, accessing, or using the Portal, you ("Affiliate") agree to be legally bound by these Terms. If you do not agree, you must not access or use the Portal.

Everon reserves the right to modify these Terms at any time. Continued use of the Portal after any such modification constitutes your acceptance of the updated Terms. It is your responsibility to review these Terms periodically.

2. Definitions

• "Portal" means the Everon Affiliate Portal and all associated services, dashboards, APIs, and tools.
• "Affiliate" means any individual or entity that has registered and been approved to participate in one or more Vendor Programs via the Portal.
• "XGB Program" means the affiliate program administered under the XGB vendor relationship.
• "EHP Program" means the affiliate program administered under the EHP vendor relationship.
• "Commission" means any fee, payment, or reward earned by an Affiliate in connection with a qualifying action attributed through the Portal.
• "Referral Link" means the unique tracking URL or code assigned to an Affiliate for purposes of attribution.
• "Content" means any materials, text, graphics, links, or other information submitted or published through the Portal.
• "Non-Everon Communications" means any communications, messages, notices, announcements, offers, promotions, marketing materials, program terms, representations, or other content or information originating from any entity or person other than Everon Technologies LLC — including, without limitation, XGB, EHP, other Affiliates, and service providers, and in each case regardless of any corporate affiliation, common ownership, or shared branding between such entity and Everon — that are transmitted, displayed, posted, linked, or otherwise made available on, through, or in connection with the Portal.
• "Everon" means Everon Technologies LLC, the company operating the Portal, and is used throughout this document as a defined shorthand following its first full reference.

3. Eligibility and Registration

To access the Portal, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction, whichever is higher);
• Have the legal capacity to enter into binding contracts;
• Complete the registration process and receive written approval from Everon;
• Comply with all applicable laws and regulations in your jurisdiction; and
• Not have been previously suspended, terminated, or banned from the Portal.

Everon may accept or reject any application in its sole discretion and may require additional verification documents before granting access.

4. Vendor Program Participation

4.1 XGB Program

Affiliates participating in the XGB Program agree to:

• Promote XGB products and services strictly in accordance with XGB brand guidelines provided through the Portal;
• Use only approved marketing materials, Referral Links, and promotional codes;
• Not make any representations about XGB products that are false, misleading, or not approved in writing; and
• Comply with all XGB-specific policies as updated from time to time via the Portal.

4.2 EHP Program

Affiliates participating in the EHP Program agree to:

• Promote EHP products and services strictly in accordance with EHP brand guidelines provided through the Portal;
• Use only approved marketing materials, Referral Links, and promotional codes;
• Not make any representations about EHP products that are false, misleading, or not approved in writing; and
• Comply with all EHP-specific policies as updated from time to time via the Portal.

4.3 Dual Participation

An Affiliate may participate in both the XGB Program and the EHP Program simultaneously, provided they maintain compliance with the requirements of each program independently. Commissions, tracking, and reporting are managed separately for each Vendor Program.

4.4 Separate Vendor Entities

XGB and EHP are legal entities separate and distinct from Everon, notwithstanding any corporate affiliation, common ownership, or shared branding that may exist between Everon and either vendor. Each Vendor Program is established and administered by the applicable vendor, and Everon operates the Portal as a facilitation platform only. Everon is not the author, publisher, or guarantor of any Vendor Program terms, product claims, or program-specific policies issued by XGB or EHP. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship between Everon and any Affiliate, and nothing in these Terms authorizes any vendor to act on Everon's behalf with respect to the Portal.

5. Commissions and Payments

Commission rates, qualifying actions, and payment thresholds for each Vendor Program are set out in the applicable Program Schedule available within the Portal. Everon reserves the right to modify commission structures with reasonable prior notice.

• Payments will be made according to the payment schedule set out in the Portal for each Vendor Program.
• Commissions are subject to validation and may be withheld or reversed in the event of fraud, returns, chargebacks, or policy violations.
• Affiliates are responsible for all taxes, duties, and levies applicable to Commission payments in their jurisdiction.
• Minimum payout thresholds apply. Amounts below the threshold will roll over to the next payment cycle.
• Payments may be made via methods specified in the Portal and are subject to applicable processing times.

6. Affiliate Obligations and Prohibited Conduct

As a condition of using the Portal, you agree to:

• Provide accurate, current, and complete information during registration and maintain the accuracy of such information;
• Use the Portal and Vendor Programs only for lawful purposes;
• Not engage in any form of click fraud, cookie stuffing, or other deceptive traffic practices;
• Not use spam, unsolicited emails, or misleading advertising to drive traffic;
• Not use the Portal or Vendor Program materials in connection with any illegal, defamatory, obscene, or offensive content;
• Not attempt to reverse-engineer, copy, or misappropriate any proprietary technology or intellectual property of Everon, XGB, or EHP;
• Not create fake accounts, generate fraudulent referrals, or manipulate tracking data;
• Not make any claims about expected earnings or guaranteed income to prospective end users; and
• Promptly notify Everon of any suspected misuse, fraud, or security incident relating to your account or Referral Links.

7. Intellectual Property

All content, branding, trademarks, and intellectual property made available through the Portal remain the exclusive property of Everon, XGB, or EHP respectively. Affiliates are granted a limited, non-exclusive, non-transferable, revocable license to use approved marketing materials solely for the purpose of participating in the applicable Vendor Program. This license does not grant any right to sub-license, modify, or create derivative works from any proprietary materials.

8. Term and Termination

These Terms remain in effect for the duration of your participation in the Portal. Either party may terminate the relationship at any time with or without cause upon written notice.

Everon may immediately suspend or terminate your access to the Portal if you: (a) breach any provision of these Terms; (b) violate any applicable law; (c) engage in fraudulent or deceptive conduct; or (d) act in a manner damaging to Everon, XGB, or EHP. Upon termination, any unpaid Commissions that have been validated may be paid out at Everon's discretion, subject to any outstanding disputes or chargebacks.

9. Non-Everon Communications; No Endorsement or Responsibility

9.1 Non-Everon Communications Generally

The Portal may transmit, display, host, or otherwise make available Non-Everon Communications, including communications from XGB, EHP, other Affiliates, and other entities or persons. All Non-Everon Communications are the sole responsibility of the entity or individual from which they originate, and this Section 9 applies regardless of any corporate affiliation, common ownership, or shared branding between the originating entity and Everon. Everon acts solely as a passive conduit and platform provider with respect to Non-Everon Communications and does not author, create, review, verify, endorse, approve, or adopt any Non-Everon Communication.

9.2 No Endorsement

The availability of any Non-Everon Communication on or through the Portal does not constitute, and shall not be construed as, an endorsement, recommendation, sponsorship, verification, or approval by Everon of such communication or of the entity from which it originates, nor of any product, service, offer, promotion, program term, or representation contained therein.

9.3 Disclaimer of Responsibility and Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVERON EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY AND LIABILITY ARISING OUT OF OR RELATING TO ANY NON-EVERON COMMUNICATION, INCLUDING WITHOUT LIMITATION: (a) THE ACCURACY, COMPLETENESS, TIMELINESS, LEGALITY, OR RELIABILITY OF ANY NON-EVERON COMMUNICATION; (b) ANY REPRESENTATION, WARRANTY, PROMISE, OFFER, OR PROGRAM TERM MADE BY XGB, EHP, ANY OTHER AFFILIATE, OR ANY OTHER ENTITY OR PERSON OTHER THAN EVERON; (c) ANY ERROR, OMISSION, DELAY, OR FAILURE IN THE TRANSMISSION OR DELIVERY OF ANY NON-EVERON COMMUNICATION; (d) ANY LOSS, DAMAGE, CLAIM, OR EXPENSE OF ANY KIND INCURRED BY ANY AFFILIATE OR OTHER PERSON AS A RESULT OF RELIANCE ON, OR ACTION TAKEN IN RESPONSE TO, ANY NON-EVERON COMMUNICATION; AND (e) ANY DISPUTE BETWEEN AN AFFILIATE AND XGB, EHP, ANOTHER AFFILIATE, OR ANY OTHER ENTITY OR PERSON ARISING FROM OR RELATING TO ANY NON-EVERON COMMUNICATION. YOUR RELIANCE ON ANY NON-EVERON COMMUNICATION IS SOLELY AT YOUR OWN RISK.

9.4 No Agency

No entity or person other than Everon is authorized to speak for, bind, or make commitments on behalf of Everon through the Portal or otherwise. No Non-Everon Communication shall be deemed a statement, representation, or commitment of Everon, and no other entity or person — including XGB, EHP, and other Affiliates, and regardless of any corporate affiliation, common ownership, or shared branding with Everon — is an agent, representative, or spokesperson of Everon with respect to the Portal.

9.5 Reservation of Rights; No Obligation to Monitor

Everon has no obligation to monitor, screen, edit, or remove Non-Everon Communications, but reserves the right (without assuming any duty) to do so at its sole discretion, including where a Non-Everon Communication is alleged to violate these Terms or applicable law. Any voluntary monitoring or removal shall not create any duty of care or waive any disclaimer set out in these Terms. Affiliates should direct any questions or disputes regarding a Non-Everon Communication to the originating entity.

10. Disclaimer of Warranties

THE PORTAL AND ALL VENDOR PROGRAM MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. EVERON DOES NOT WARRANT THAT THE PORTAL WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EVERON MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO ANY NON-EVERON COMMUNICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, EVERON DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVERON AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PORTAL OR ANY NON-EVERON COMMUNICATION, INCLUDING LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF EVERON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, EVERON SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY NON-EVERON COMMUNICATION AS SET OUT IN SECTION 9. IN NO EVENT SHALL EVERON'S AGGREGATE LIABILITY EXCEED THE TOTAL COMMISSIONS PAID TO YOU IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless Everon and its corporate affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your access to or use of the Portal; (b) your breach of these Terms; (c) your violation of any applicable law or the rights of any other party; (d) any content you submit or publish through the Portal; or (e) any dispute between you and XGB, EHP, another Affiliate, or any other entity or person, including any dispute arising from a Non-Everon Communication.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions. Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Portal shall first be attempted to be resolved through good-faith negotiation. If not resolved within thirty (30) days, such dispute shall be submitted to binding arbitration in Florida administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, unless you opt out in writing within thirty (30) days of first accepting these Terms. The prevailing party in any such arbitration shall be entitled to recover its reasonable attorney's fees and costs.

14. General Provisions

• Entire Agreement: These Terms, together with any applicable Program Schedules, constitute the entire agreement between you and Everon regarding the Portal.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Failure by Everon to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
• Assignment: You may not assign or transfer your rights under these Terms without the prior written consent of Everon.
• Notices: Notices to you may be sent to the email address associated with your Portal account. Notices to Everon must be sent to legal@everon.tech.

15. Contact Information

For questions regarding these Terms of Service, please contact:

• Everon Technologies LLC — Legal Department
• Email: legal@everon.tech