These terms constitute a legal agreement between you and MetaGPT X ("MGX", "we", or "us") for participation in the MGX Affiliate Program. By participating in MGX’s affiliate program, you agree to the following terms:

To be eligible to participate in the Affiliate Program, you must (a) be the age of majority in your jurisdiction of residence; and (b) Provide complete and accurate registration information as required by our affiliate management platform (Rewardful);(c)Maintain an account for MGX in good standing at all times.

You must comply with these Affiliate Terms to participate in an Affiliate Program and receive any Fees. We may, but are not obligated to, monitor your website or marketing channels at any time to determine if you are complying with these Affiliate Terms.

You must comply with these Affiliate Terms to participate in an Affiliate Program and receive any Fees. We may, but are not obligated to, monitor your website or marketing channels at any time to determine if you are complying with these Affiliate Terms.

Any violation of these Affiliate Terms or engagement in prohibited behavior gives MGX the absolute right to take punitive action. Prohibited behaviors include, but are not limited to, cheating, bulk registrations, providing fraudulent information, or fake invitations.

In the event of a violation, we reserve the right, at our sole discretion, to take one or more of the following actions:

This will be done without notice and without prejudice to any right to recover further damages. If your MGX account has been deactivated prior to payout for any reason, you will not be eligible to receive any pending Fees.

Fee Payment In order to receive payment under the Affiliate Program, you are solely responsible for:(a) Agreeing to these Affiliate Terms; (b) Creating and maintaining an account with our designated affiliate platform (Rewardful) and agreeing to its terms; (c) Providing and maintaining a valid, up-to-date payment method and all required information (including any tax documentation) within your Rewardful account.

MGX will verify the information before processing payments. We will not be liable for any payment delays or failures caused by inaccurate or incomplete information provided by you. MGX reserves the right to withhold or deduct Fees if we believe the Fee was earned in error, fraudulently, illegally, or in violation of these Affiliate Terms.

Payouts are made every 30 days. There is no minimum and maximum payout threshold. All valid commissions, regardless of amount, will be issued during the next payout cycle.

Your Tax Responsibilities: You are solely and exclusively responsible for all tax obligations arising from any commission fees paid to you under this Agreement. This includes, but is not limited to, the obligation to self-report your income to the relevant tax authorities in your jurisdiction and to pay any and all applicable income taxes, social security contributions, or other levies.

MGX's Reserved Rights: You acknowledge and agree that MGX is not responsible for advising you on your tax obligations. However, if required by any applicable law, regulation, or governmental authority, we reserve the absolute right to: (a) Collect necessary tax information and documentation from you (such as a Form W-9 for U.S. persons or other equivalent forms). (b) Withhold any required taxes from your commission payments and remit them to the appropriate tax authority. Any amount withheld and paid to a tax authority will be deducted from the total amount due to you, and the payment you receive will be the net amount. We will provide you with documentation of any such withholding upon your request.

Specific Requirements for U.S. Persons: In compliance with U.S. Internal Revenue Service (IRS) regulations, if you are a U.S. citizen or U.S. tax resident and your total annual earnings from the Affiliate Program exceed $600. We have a legal obligation to report these payments to the IRS. To facilitate this, you agree to provide us with a complete and accurate Form W-9 upon request. While we are required to report this income, you remain solely responsible for paying all applicable federal, state, and local taxes on these earnings.

Limited-Time Bonus (First 3 Months)

Join our program now and earn more for every new user you refer.

Standard Rewards (After 3 Months)

After the first three months, the standard commission rate applies.

Authorization and Restrictions

We authorize you to market and promote MGX and our Service to potential customers in accordance with these Affiliate Terms.

In connection with your participation in the Affiliate Program, you expressly agree to abide by the following restrictions:

Our customers are not, by virtue of your participation in an Affiliate Program, your customers. As between you and us, all pricing, terms and conditions, rules, and policies concerning our Services set forth on our website will apply to those customers and may be changed at any time. If you are contacted by any of our customers for a matter relating to interaction with MGX or our Services, you will direct customers to contact MGX’s support team, or state that those customers must follow contact directions on our website to address customer service issues.

In order to facilitate your advertisement and marketing of the Services, we may make available to you data, images, text, link formats, widgets, links, MGX Marks, marketing content, and other linking tools, application program interfaces, and other information in connection with the Affiliate Program and our Services (“MGX Content"). Subject to these Affiliate Terms, we grant you a limited, nonexclusive, revocable, non-transferable, non-sublicensable royalty-free license to: (a) use, reproduce, distribute, perform, display and prepare derivative works of the MGX Content; and (b) use and display our name, logo, trademarks, and other brand identifiers (“MGX Marks”) for the sole purpose of promoting our Services, in each case, solely in accordance with our Brand Guidelines and the Program Guidelines. If we update the MGX Content, you will use commercially reasonable efforts to use the updated Content and cease using the prior version. All use of MGX Marks (and goodwill associated therewith) inures to our benefit.

You own and retain all intellectual property rights in your content, except (a) to the extent such content incorporates any of MGX Intellectual Property; and (b) for the licenses granted herein. Except as expressly stated, these Affiliate Terms do not grant any rights, implied or otherwise, to any intellectual property. We own and retain all intellectual property rights in our Service, MGX Content, and MGX Marks, including any modifications and derivative works thereto (“MGX Intellectual Property”), and to the extent you create any such modifications or derivative works, you hereby assign all intellectual property rights to such modifications and derivative works to MGX. If you provide suggestions for improving our Services, you agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into our platform and Services without payment to you.

We may use your name and likeness in, and you grant us a limited irrevocable (except as provided in Section 3.6), perpetual, worldwide, nonexclusive, transferable, and royalty-free license to copy, use, reproduce, modify, publish, post, translate, create derivative works from, distribute, transmit, and display the content you create in connection with your participation in any Affiliate Program through any medium or channel, including MGX-branded digital channels, social media, or websites (including re-posting or re-sharing the original content), solely to promote MGX and MGX’s products and services. You may revoke this grant at any time by sending an email to [email protected] with your notice of revocation, and we will use commercially reasonable efforts to cease new uses of such references and/or remove any past references.

You will hold all information, materials or knowledge regarding us and our business, financial condition, products, programming techniques, customers, suppliers, technology or research and development that would reasonably be understood to be confidential (“Confidential Information”) in strict confidence and treat that information with the same degree of care as you use in dealing with your own confidential information, but no less than a reasonable degree of care. You will only use Confidential Information in relation to the Affiliate Program. If you are an organization, you may share Confidential Information with your employees or professional advisors who need to know it and if they have agreed to terms at least as protective of the Confidential Information as those in these Affiliate Terms. Other than as allowed in the preceding sentence, you will not disclose or make Confidential Information available to any other person or entity, unless specifically authorized by us in writing.

The term of these Affiliate Terms will begin upon your registration for the Affiliate Program and will continue until you cease participating in the Affiliate Program, or your participation is otherwise terminated in accordance with this Agreement. MGX may terminate your participation in an Affiliate Program and these Affiliate Terms at any time, with or without cause, by giving you written notice of termination. Upon termination your rights to use any Affiliate Link, MGX Content, and the MGX Marks shall cease. We may hold accrued unpaid Fee income for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancellations or downgraded subscriptions).

You are an independent contractor and not an agent or employee of MGX. You agree that you will not be entitled to any compensation, options, stock or other rights or benefits accorded to our employees.

You represent, warrant, and covenant that (a) you will participate in the Affiliate Program and create, maintain, and operate your website and marketing channels in accordance with these Affiliate Terms; (b) you are lawfully able to enter into this contract (e.g. you are not a minor); (c) the information you provide in connection with the Affiliate Program is accurate and complete; (d) your participation in the Affiliate Program will not constitute a conflict of interest or breach of any agreement, rule, guideline or policy applicable to your relationship with any previous or contemporaneous employer, academic institution, or any other party; (e) you have the full right and authority to enter into the Affiliate Terms and grant the rights herein; (f) your content is free and clear of liens or other third-party claims; (g) any use of your content as authorized herein will not give rise to any claims, damages, liabilities, costs and expenses (including but not limited to claims of infringement, invasion of privacy or publicity, claims for payment of any monies such as re-use fees or residuals); and (h) the consent of no other person or entity is required in connection with these Affiliate Terms, your participation in the Affiliate Program, or use of any of your content.

WE DO NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT REGARDING THE AMOUNT OF TRAFFIC OR FEES YOU CAN EXPECT AT ANY TIME IN CONNECTION WITH ANY AFFILIATE PROGRAM, AND WE WILL NOT BE LIABLE FOR ANY ACTIONS YOU UNDERTAKE BASED ON YOUR EXPECTATIONS. ANY INFORMATION OR MATERIALS PROVIDED BY US (INCLUDING ANY AFFILIATE LINK(S)) ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY. YOU ACKNOWLEDGE AND AGREE THAT AFFILIATE LINKS MAY OPERATE ON A "LAST-CLICK" MODEL AND MGX IS NOT RESPONSIBLE FOR ANY PAYMENT OF FEES IN THE EVENT A CUSTOMER TRANSACTION IS NOT COMPLETED USING YOUR AFFILIATE LINK. TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

You will defend, indemnify, and hold harmless MGX, its officers, directors, employees, agents, and affiliates (“Indemnified Parties”) from and against any and all damages, liabilities, and expenses (including settlement costs and reasonable attorneys’ fees) incurred by MGX arising from any third-party claims related to: (a) your breach of these Affiliate Terms or applicable law or regulation; (b) your website, your content, or materials used by you in connection with any Affiliate Program; and (c) your gross negligence or willful misconduct. We will have the right to approve any counsel retained to defend against any claim in which MGX is named a defendant, and we will not unreasonably withhold this approval. We will have the right to control and participate in the defense of any such claim concerning matters that relate to us at our expense, and you will not settle any claim without our reasonable consent. If, in our reasonable judgment, a conflict exists between the interests of us and you in such a claim, we may retain our own counsel whose reasonable fees will be paid by you.

This agreement is governed by and construed in accordance with U.S. federal law and the laws of the State of Delaware.

Both parties agree to resolve any claims relating to these Affiliate Terms only through final and binding arbitration, except as set forth below. Any dispute between you and MGX that is not resolved through negotiation will be resolved exclusively by final and binding arbitration conducted in accordance with the then-current Comprehensive Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services ("JAMS"). The arbitration will be conducted by a single arbitrator selected by agreement of you and MGX or, if you and MGX cannot agree, an arbitrator appointed in accordance with the JAMS rules who shall be experienced in the type of dispute at issue. You and MGX, their representatives, the arbitrator, and other participants shall keep confidential the existence, content, and result of the arbitration. Any demand for arbitration and any counterclaim must specify in reasonable detail the facts and legal grounds forming the basis for the claimant's claims and include a statement of the total amount of damages claimed, if any, and any other remedy sought by the claimant. The arbitration will be conducted in the English language. Each party will bear its own costs in the arbitration. The arbitrator will have full power and authority to determine issues of arbitrability and to interpret or construe the provisions of the agreement documents and to fashion appropriate remedies (including temporary, preliminary, interim, or permanent injunctive relief); provided that the arbitrator will not have any right or authority: (a) in excess of the authority that a court having jurisdiction over the parties and the dispute would have absent this arbitration agreement; or (b) to award damages in excess of the types and limitation of damages found in the Agreement. Judgment upon the award may be entered in any court of competent jurisdiction. Notwithstanding the agreement to arbitrate, each party may apply at any time to a court of competent jurisdiction for appropriate injunctive relief or for other interim or conservatory measures, and by doing so will not breach or waive the agreement to arbitrate or impair the powers of the arbitrator. The state or federal courts sitting in San Francisco County, California shall have exclusive jurisdiction and venue over any dispute arising out of your participation in the Program, subject to the mandatory arbitration provisions herein, and you hereby consent to the jurisdiction of those courts.

You may only resolve disputes related to or arising from these Affiliate Terms on an individual basis and will not bring a claim in a class, consolidated, or representative action. This waiver is an independent covenant.

You have the right to opt-out and not be bound by the arbitration provisions set forth above by sending written notice of your decision to opt-out to: [email protected] with the subject line "ARBITRATION OPT-OUT". The notice must be sent within thirty (30) days of the date that you first accept these Terms, otherwise you shall be bound to arbitrate any disputes in accordance with these Terms. If you opt-out of these arbitration provisions, MGX also will not be bound by them.

Notices may be sent to you at the email address you used to sign up for the Program. Notices to us must be sent to [email protected]. Notices are deemed given when received.

We may modify the Affiliate Terms from time to time, in which case the new Affiliate Terms will supersede prior versions. Your continued participation in the Program following the effective date of any such modification may be relied upon by MGX as your consent to any such modifications.

You may not assign, transfer or sublicense without the prior written consent of MGX, but MGX may assign or transfer, these Affiliate Terms, in whole or in part, without restriction. Any attempted assignment or transfer of these Affiliate Terms by the parties in contravention of the foregoing shall be null and void.

The Affiliate Terms supersedes any prior agreements or understandings between the parties regarding the subject matter hereunder. The Affiliate Terms, including all Program Guidelines, constitute the entire agreement between the parties related to this subject matter. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Affiliate Terms will remain in full effect. A waiver of any default is not a waiver of any subsequent default. There are no third-party beneficiaries to these Affiliate Terms.

All Sections in these Affiliate Terms which are either expressed to survive or which are by implication intended to survive termination or expiration of these Affiliate Terms shall continue to survive notwithstanding termination or expiration of the Affiliate Terms.

By participating in the program, you confirm that you’ve read and agree to these terms.