Ophidia - The Resilience Network Partner Agreement

Version: v1.1
Effective date: 4/21/2026

1) Parties

This Agreement is between Ophidia LLC ("Ophidia," "we," "us") and the applicant or approved participant ("Partner," "you").

Partner may be an individual or a legal entity. If a legal entity joins, the person accepting this Agreement represents that they are authorized to bind that entity. Partner must designate one human account owner responsible for compliance and communications.

2) Acceptance

You accept this Agreement by clicking accept in the Partner Portal, signing it, or participating in The Resilience Network after this Agreement is presented to you.

3) What this is

Ophidia's partner program is called The Resilience Network. Participants are Resilience Network Partners.

This Agreement governs your participation in the program, including promotion, compliance, tracking, commissions, content use, and enforcement.

4) Incorporated policies

This Agreement incorporates by reference:

If there is a conflict, this Agreement controls for partner-program matters. Ophidia's site policies control for site use, purchases, customer accounts, shipping, returns, and other customer-facing matters. Ophidia's site terms and policies already establish the supplement and medical-disclaimer baseline, returns/refunds framework, shipping framework, and subscription terms.

5) Eligibility

You must:

  • be at least the age of majority where you live
  • be U.S.-based unless Ophidia approves otherwise in writing
  • provide accurate information and keep it current in the Partner Portal
  • use channels and promotional methods that fit this Agreement

Ophidia may request additional information to verify identity, ownership of channels, tax status, or traffic sources.

6) Enrollment is discretionary

Ophidia may open, pause, limit, or close enrollment at any time.

Acceptance, rejection, tiering, review, suspension, and removal are solely at Ophidia's discretion. We do not have to provide a reason.

7) Relationship

You are an independent contractor.

Nothing in this Agreement creates employment, agency, partnership, joint venture, exclusivity, or authority to bind Ophidia in any way.

You may not present yourself as an employee, medical provider, or official spokesperson for Ophidia.

8) Program materials and brand assets

Ophidia may provide logos, images, product photography, approved copy blocks, and other creator resources through the Asset Library or Partner Resources ("Program Materials").

You may use only the approved versions made available to you, without modification, solely for permitted promotion under this Agreement.

You may not:

  • modify Ophidia marks without written approval
  • register or use "Ophidia," "Continuum," or confusingly similar names in domains, handles, pages, groups, or ads
  • imply endorsement, sponsorship, employment, or medical authority that does not exist
  • use outdated or withdrawn brand assets after Ophidia requests removal or replacement

9) Compliance is part of the job

You must comply with all applicable laws and platform rules, including advertising and endorsement rules.

You must comply with all applicable laws, regulations, platform rules, disclosure rules, and advertising policies.

For Ophidia, compliance is not optional admin. It is part of the work.

9.1 FTC disclosures

Whenever you promote Ophidia while having a material connection - including commission eligibility, free product, gifted product, paid collaboration, or anything else of value - you must make a clear and conspicuous disclosure that ordinary people will notice.

That disclosure must be placed where people will actually see it. It cannot be hidden, buried, or made easy to miss.

Ophidia may require edits, removals, or stronger disclosure language at any time.

9.2 Claims rules for supplements

You may describe Continuum using truthful, non-misleading structure/function language and honest personal experience.

You may not:

  • make disease claims
  • claim that Continuum diagnoses, treats, cures, or prevents any disease
  • claim that Continuum is appropriate for disorders or medical conditions, including anxiety, depression, ADHD, PTSD, sleep disorders, hormonal disorders, or similar conditions
  • use phrases such as "FDA approved," "clinically proven," "doctor approved," or similar authority language unless Ophidia explicitly approves that exact usage in writing
  • imply guaranteed, typical, or medically certain outcomes

Continuum is positioned as a daily, caffeine-free adaptogen formula built for steadier support, calm focus, and routine use rather than stimulant spikes. Partner messaging must stay within that reality.

You must follow the current Claims Guide and any approved messaging provided in Partner Resources.

Wrong claims may result in required edits, forced removal, rejected commissions tied to the activity, payout holds, suspension, or termination.

9.3 Testimonials and personal experience

You may share your own experience.

You may not imply:

  • that your experience is guaranteed for others
  • that your experience is typical for most users if that is not true
  • that Continuum alone caused a result if your content suggests multiple contributing factors

Ophidia may require edits or removal if testimonial content reads like a promise, a medical claim, or a typical-results claim.

10) Allowed channels and prohibited methods

Allowed channels are organic channels only, unless Ophidia approves something else in writing.

Examples of allowed organic channels:

  • social posts
  • videos
  • podcasts
  • blog or website content
  • in-person promotion
  • direct human sharing in natural one-to-one contexts

All promotion must still comply with this Agreement and the current Claims Guide.

The following are prohibited unless Ophidia gives written approval:

  • email marketing
  • SMS marketing
  • automated DMs
  • mass messaging
  • newsletter drops
  • deal or coupon sites
  • cashback or loyalty software
  • browser extensions
  • coupon injection
  • adware
  • forced clicks
  • cookie stuffing
  • code auto-application
  • any tactic that manipulates attribution or tracking

11) Paid advertising is prohibited

You may not run paid media for Ophidia in any form unless Ophidia explicitly approves it in writing for a specific campaign.

That includes:

  • paid search
  • paid social
  • boosted posts
  • native ads
  • display ads
  • influencer whitelisting
  • Spark Ads
  • sponsored placements
  • retargeting
  • pixeling or audience harvesting from Ophidia traffic

You also may not:

  1. bid on Ophidia or Continuum trademarks, including misspellings
  2. run ads that direct-link to Ophidia pages
  3. retarget visitors to Ophidia pages
  4. run ads through your own handle on Ophidia's behalf without written approval

12) Tracking and attribution

Ophidia uses tracking technology, currently through the Partner Portal, to attribute sales.

Attribution is determined by Ophidia's systems. Unless stated otherwise in campaign-specific terms, credit is assigned based on the recorded tracking outcome, including link and code behavior.

If multiple Partners are involved, the Partner credited by Ophidia's tracking system receives credit.

Ophidia may correct tracking errors, reverse improper attributions, and reject activity that violates this Agreement.

13) Commissions

"Commission" means money Ophidia may pay you for qualified referrals that are tracked, verified, and not rejected.

Current standard program structure:

  • 50% commission on a customer's first qualifying one-time order
  • 100% commission on a customer's first qualifying subscription order
  • Partner-specific arrangements when performance supports it
  • No recurring commission applies to renewals or later repeat orders unless explicitly stated otherwise
  • Custom campaign terms may apply

These rates may be changed, segmented, paused, limited, or replaced by campaign-specific terms at any time. Ophidia's business plan explicitly allows aggressive creator economics when they make CAC and LTV sense, especially for trusted micro-authorities.

No commission is earned unless the sale is:

  • properly tracked
  • verified by Ophidia
  • not refunded, cancelled, charged back, flagged, or rejected
  • not tied to prohibited tactics, fraud, or abuse

Ophidia may also vary commission treatment by product, campaign, partner tier, channel, or promotion type.

Self-purchases and purchases by friends or family are not automatically prohibited, but Ophidia may reject or reverse commissions tied to suspicious, manipulative, abusive, or non-genuine activity.

14) Returns, refunds, cancellations, and chargebacks

If an order is refunded, cancelled, returned, or charged back, the related commission may be rejected, reversed, or deducted from your balance.

If your balance becomes negative, Ophidia may offset future commissions until the balance returns to zero.

This aligns with Ophidia's customer policies, including the first-order 30-day money-back guarantee and general returns framework.

15) Payouts

Payout terms:

  • Net 30
  • paid on the first business day of each month for eligible cleared amounts
  • minimum payout threshold: $10

Payout methods:

  • traceable payout methods only
  • no cash
  • no checks unless Ophidia later chooses to allow them

Available payout methods may change at any time.

16) Tax information and payout holds

You may be allowed to join before tax forms are collected. However:

  • you must provide requested tax information when Ophidia asks for it
  • Ophidia may pause or withhold payouts until requested information is received and verified
  • commissions may continue to accrue during a hold, but no payout is due until the hold is lifted
  • no interest accrues on unpaid balances during a hold

Ophidia may change onboarding requirements later, including requiring tax documents before payouts begin.

You are responsible for your own taxes.

17) Suspicious activity review

Ophidia may pause tracking, reject conversions, pause payouts, or place your account under review if we reasonably suspect fraud, abuse, policy violations, or suspicious activity.

Suspicious activity includes, without limitation:

  • unusual conversion patterns
  • high refund or chargeback rates
  • suspected self-referrals designed to manipulate payouts
  • attribution manipulation
  • prohibited software
  • prohibited paid ads
  • misleading disclosures
  • misleading claims
  • attempts to game tracking, codes, or customer flows

During review, Ophidia may request reasonable information, including traffic sources, URLs, screenshots, and promotional context.

If concerns are confirmed or not satisfactorily resolved, Ophidia may reject affected conversions, claw back commissions, forfeit unpaid commissions tied to the activity, suspend or terminate participation, and take any other action reasonably needed to protect the program.

18) Content license to Ophidia

If you create content related to Ophidia in connection with your participation or an Ophidia campaign ("Partner Content"), you grant Ophidia a perpetual, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, edit, adapt, publish, distribute, publicly display, publicly perform, and create derivative works from that content in any media.

This includes use in:

  • organic social
  • email
  • landing pages
  • paid advertising
  • brand materials
  • internal marketing archives

You retain ownership of your content, but you grant the license above.

Ophidia may use your name, handle, likeness, voice, and identifying social references as part of that use.

Credit is best effort, not guaranteed.

If your content includes third-party materials, you are responsible for having rights broad enough to cover Ophidia's permitted reuse.

19) No false statements

You may share honest opinions.

You may not publish false statements of fact about Ophidia, its products, its founders, or its people.

20) Term and termination

Either party may terminate participation at any time.

Ophidia may terminate immediately for any violation, risk issue, compliance problem, fraud concern, or brand-safety concern.

Upon termination:

  • you must stop using Ophidia marks and active Partner links or codes as soon as reasonably practical
  • you no longer earn commissions after the termination time
  • Ophidia may withhold unpaid amounts as needed for returns, review, fraud checks, policy enforcement, or reconciliation

21) Disclaimers

The program, portal, tracking, links, codes, and Program Materials are provided "as is" and "as available."

Ophidia does not guarantee uninterrupted portal access, uninterrupted tracking, uninterrupted attribution, or uninterrupted availability of any program resource.

22) Limitation of liability

To the fullest extent permitted by law, Ophidia is not liable for indirect, incidental, special, consequential, punitive, or exemplary damages arising from the program.

Ophidia's aggregate liability arising from the program will not exceed the total commissions paid or payable to you in the 12 months before the event giving rise to the claim.

23) Indemnification

You agree to indemnify and hold harmless Ophidia from claims, losses, liabilities, damages, and expenses, including reasonable attorneys' fees, arising from:

  • your content, claims, or disclosures
  • your breach of this Agreement or applicable law
  • your channels and how they are operated
  • infringement or misuse of third-party rights
  • fraud, spam, prohibited tactics, misleading promotion, or prohibited paid advertising

24) Disputes and governing law

Wisconsin law governs this Agreement.

Disputes will be resolved under the dispute-resolution terms specified in Ophidia's Terms of Service, including arbitration and class-action waiver provisions where applicable.

25) Changes

Ophidia may update this Agreement, the Claims Guide, the Asset Library, or other Program Materials by posting updates in the Partner Portal, on the website, or by providing notice.

Continued participation after the effective date of an update constitutes acceptance of the updated terms.

26) Entire agreement

This Agreement, together with the incorporated policies and current Program Materials, is the entire agreement governing your participation in The Resilience Network.