Referral Terms of Service
Last Updated: March 10, 2026
1. About
1.1 These APYX Referral Program Terms (the "Referral Terms") govern participation in the APYX referral program (the "Program") made available by Preference Capital (BVI) Ltd. (the "Company") via Company interfaces.
1.2 These Referral Terms are incorporated into, and form part of, the Company's Terms of Service at https://docs.apyx.fi/resources/terms-of-service (the "ToS"). Capitalized terms not defined here have the meanings in the ToS.
1.3 If there is a conflict, these Referral Terms control only for Program mechanics, accrual, and payment.
1.4 Participation is optional. By generating, sharing, or using a referral link, or receiving Program value, a Participant (as defined below) agrees to these Referral Terms.
1.5 The Company may amend Program rules prospectively for future accrual periods, but may not retroactively cancel, reduce, or claw back already-earned amounts except for manifest calculation error, duplicate payment correction, fraud/material breach, or Applicable Law. Continued participation after an effective date constitutes acceptance of updated Referral Terms.
2. Definitions
2.0 Applicable Law: any legal, regulatory, sanctions, court-order, or governmental restriction that prohibits payment to a recipient.
2.1 Claimable Balance: Program amounts the Company has made available for a Participant to claim.
2.2 Claim Window: three (3) months from the date Claimable Balance reaches or exceeds the Minimum Claim Threshold, as further described in Section 8.
2.3 Commission Statement: any statement, report, dashboard entry, export, or other record the Company makes available showing accrued, claimable, claimed, paid, and/or expired Program amounts.
2.4 Eligible Balance: the portion of a Referee's balance commissionable under Program rules as determined by Company records.
2.5 L1/L2/L3: L1 is a direct Referrer of Referee; L2 is a Referrer of L1; L3 is a Referrer of L2.
2.6 Minimum Claim Threshold: USD $1,000 (apxUSD equivalent claimable value), unless updated prospectively under these Referral Terms.
2.7 Participant: a Referrer or Referee in the Program.
2.8 Pre-/Post-Threshold Portion: the balance portions treated under rates before/after Threshold Event.
2.9 Referee: the user attributed to a Referrer.
2.10 Referrer: the user eligible to receive Program commissions.
2.11 Threshold Event: the first occurrence when the total supply of apxUSD reaches or exceeds USD $100,000,000.
3. Eligibility and Enrollment
3.1 Participants must satisfy all ToS eligibility requirements, including jurisdictional restrictions and age or verification requirements. The Company reserves the right to require affirmative Program activation and acceptance of these Referral Terms prior to any reward accrual. This Program is void where prohibited by law. Participation in the Program does not create, and shall not be construed to create, any agency, employment, partnership, joint venture, or fiduciary relationship between the Participant and the Company.
3.2 The Company may conduct wallet/sanctions screening, transaction monitoring, risk scoring, and related compliance reviews, and may require KYC/KYB, source-of-funds/source-of-wealth, beneficial ownership, tax, or other compliance information as a condition to participation, claim release, or payment.
4. Referral Process
4.1 The Company generates unique referral links or identifiers for eligible Referrers through its designated service provider(s). Each Referrer may access and share their unique referral link via Company interfaces.
4.2 Attribution occurs when a prospective Referee connects their wallet to the Company via a valid referral link. Subject to the Company's anti-fraud and error-prevention controls, the first valid attribution for a Referee establishes the L1 relationship and is treated as immutable for that Referee.
4.3 The upline chain (L2 and L3) is determined at the time of initial attribution based on the L1 Referrer's own upline relationships. The maximum referral chain depth is three (3) levels (L1, L2, L3).
4.4 If an upline level (L2 or L3) does not exist for a given Referee at the time of attribution, no commission amount is allocated or accrued to that non-existent level. The Company does not redistribute unallocated amounts to other levels unless the Company expressly states otherwise in writing.
4.5 The Company may support manual attribution workflows in limited circumstances (e.g., to correct technical errors or address exceptional cases). Unless the Company expressly approves otherwise in writing, any manual attribution applies prospectively from the effective timestamp specified by the Company.
4.6 The Company's books, system records, and service provider data constitute the sole and official source of truth for all attribution, referral relationships, and commission calculations. Participants acknowledge and accept the Company's determination of all attribution matters, subject to the dispute resolution process in Section 12.
5. Commission Economics
5.1 The applicable annualized rates are as follows:
L1
1.00% (100 bps)
0.25% (25 bps)
L2
0.04% (4 bps)
0.04% (4 bps)
L3
0.01% (1 bp)
0.01% (1 bp)
5.2 All rates are annualized and accruals are prorated daily.
Accrued Amount = Eligible Balance × Applicable Annualized Rate × (Elapsed Time / Year)
6. Threshold Event; One-Way Ratchet
6.1 Upon occurrence of a Threshold Event, the Company shall record and preserve the state of all relevant metrics used to determine pre-threshold treatment.
6.2 Pre-Threshold portions shall continue to receive pre-threshold treatment in accordance with applicable Program terms.
6.3 Any deposits or balance portions that first qualify after a Threshold Event shall be classified as post-threshold.
6.4 The Threshold Event operates as a one-way ratchet: once triggered, post-threshold treatment shall apply to all post-threshold portions regardless of whether total supply of apxUSD subsequently falls below $100M.
7. Balance Tracking; Withdrawals; Ordering
7.1 Commissions accrue only on the current Eligible Balance. Withdrawals reduce the commissionable balance at the time the processing of such withdrawal is recorded. Where multiple rate portions exist, the Company applies Program ordering rules and may apply withdrawals first against higher-rate portions. Re-deposits are treated under the Program rules then in effect.
8. Claim Flow, Settlement, and Expiration
8.1 Program accruals are calculated off-chain and the Company may make amounts available as Claimable Balance, payable in apxUSD (unless the Company notifies otherwise) through a claim-based payout process (unless the Company expressly elects another method). To receive payment, a Participant must submit a valid claim through Company interfaces, satisfy applicable compliance checks, and have a Claimable Balance at or above the Minimum Claim Threshold.
8.2 Amounts below the Minimum Claim Threshold roll forward without time-based expiration; once the threshold is met or exceeded, the Claim Window begins (or restarts) for the then-current unclaimed balance. If eligible amounts are not validly claimed within the Claim Window, they expire and are permanently forfeited unless the Company elects otherwise in writing. The Company may prospectively update the Minimum Claim Threshold by notice via site posting, in-app notice, and/or updated Referral Terms before the effective date, and targets at least monthly settlement for valid claims (though more frequent settlements may occur).
8.3 Participants are responsible for providing correct wallet/payment details and fulfilling their own tax obligations.
9. Earned Amounts; Payment Obligation
9.1 Once Program amounts are earned under these Referral Terms and reflected in the Company's records, they are the Company's contractual payment obligations, subject to these Referral Terms, including claim, compliance, and expiration provisions.
9.2 Program suspension or termination does not extinguish the Company's obligation to pay previously earned and validly due amounts, subject to Section 10.
9.3 If payment timing is delayed by technical, operational, liquidity-management, or network constraints, the Company remains obligated to settle valid earned amounts when reasonably practicable, unless prohibited by Applicable Law.
10. Compliance and Payment Restrictions
10.1 The Company may withhold, condition, delay, suspend, or reject payment where required by law, sanctions regime, court order, competent authority instruction, or where the Company reasonably determines enhanced compliance review is appropriate (including AML/CFT, fraud, and market-abuse controls).
10.2 Failure to satisfy requested compliance requirements within Company-requested timelines may result in delay, suspension, rejection, hold, or forfeiture where permitted by law and these Referral Terms.
10.3 If an Applicable Law affects a Participant, the Company may hold amounts pending lawful resolution or apply other legally required treatment.
11. Program Changes; Suspension; Termination
11.1 The Company may update Program mechanics prospectively by posting updated Referral Terms with an effective date.
11.2 The Company will communicate Program changes at minimum via a dedicated Discord channel designated for Program updates. The Company may also communicate changes through site/in-app notices, updated Referral Terms pages, email, or other official channels.
11.3 The Company may suspend or terminate the Program for future accruals for legal, compliance, security, business, or technical reasons. The Company may also, in its sole discretion, immediately terminate or suspend any Participant's participation in the Program, without prior notice, if the Company suspects fraud, manipulation, abuse, or any other activity that the Company determines, in its reasonable judgment, to be inconsistent with the spirit or intent of the Program or these Referral Terms.
11.4 No change, suspension, or termination eliminates valid earned obligations accrued before effectiveness, subject to Section 10.
12. Disputes and Taxes
12.1 A Participant disputing a Commission Statement must notify the Company in writing within thirty (30) days of statement publication, providing reasonable detail regarding the basis for the dispute. If no dispute is submitted within that thirty (30) day period, the Commission Statement shall be deemed accepted, absent manifest error.
12.2 Participants are solely responsible for all tax determination, reporting, and filing obligations arising from Program participation and any payments received hereunder. The Company may provide records for the convenience of Participants but does not provide tax, legal, or financial advice.
13. Limitation; No Investment Advice
13.1 Program participation does not constitute investment, legal, or tax advice from the Company.
13.2 Except as expressly stated regarding validly earned amounts, the Company disclaims additional obligations.
14. General
14.1 Headings are for convenience only.
14.2 These Referral Terms and ToS form the complete agreement regarding Program participation.
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