UpPromote Marketplace Terms & Conditions
Updated Date: Sept 3, 2025
This Affiliate Terms & Conditions (“Agreement”) governs the participation of individuals and entities (“Affiliate”, “You”) in the UpPromote Marketplace (“Marketplace”), operated by UpPromote (“Company”, “We”, “Us”, or “Our”). By registering as an Affiliate of the UpPromote Marketplace, You acknowledge that You have read, understood, and agreed to be legally bound by this Agreement.
1. Acceptance of Terms
1.1 By registering for an Affiliate account or otherwise participating in the Marketplace, You expressly acknowledge and agree to be bound by the terms of this Agreement, together with any guidelines, policies, or amendments that UpPromote may issue and update from time to time.
1.2 If You do not agree to these Terms, You must refrain from registering for an Affiliate account, accessing, or using the Marketplace in any manner.
2. Definitions
For the purposes of this Agreement, the following terms shall have the meanings set forth below:
“Platform” means the UpPromote website, mobile application(s), software, and any related technology, tools, or services made available by UpPromote.
“Merchant” means any business entity, organization, or individual that registers with the Platform to list, publish, or otherwise make available offers, campaigns, or products for promotion through the Marketplace.
“Affiliate” means any individual or legal entity that has been approved by UpPromote to participate in the Marketplace and promote Merchant offers in accordance with this Agreement.
“Offer” means any advertising campaign, program, promotion, or product listing that a Merchant makes available on the Platform for participation by Affiliates.
“Commission” means the compensation or monetary reward earned by an Affiliate, as calculated in accordance with the applicable Merchant’s offer terms and subject to this Agreement.
“Media Asset” means any creative material, brand asset, trademark, logo, text, image, video, or other marketing content provided by Merchants, or by UpPromote on behalf of Merchants, for Affiliates to use in their promotional activities.
3. Eligibility & Registration
3.1 Age and Legal Capacity
Affiliates must be at least eighteen (18) years of age and possess the legal capacity to enter into binding contracts. UpPromote shall bear no responsibility for any use of the Platform by minors or individuals lacking such legal capacity. UpPromote reserves the right to request valid identification documents at any time to verify an Affiliate’s eligibility, and Affiliates are obligated to provide accurate and authentic information upon such request.
3.2 Accuracy of Information
Affiliates must provide accurate, current, and complete registration details during account creation and promptly update such information in the event of any changes. UpPromote shall not be held liable for any consequences, damages, or disputes arising from inaccurate, incomplete, or outdated information supplied by Affiliates.
3.3 Account Limitation
Each Affiliate is permitted to maintain only one (1) registered account within the Platform. UpPromote does not provide support for, nor will it resolve disputes related to, the use of multiple accounts by the same individual or entity.
3.4 Registration Rights and Restrictions
UpPromote reserves the absolute right, at its sole discretion, to approve, reject, suspend, or revoke Affiliate registration. UpPromote may impose geographic or jurisdictional restrictions on the availability of the Platform. If UpPromote detects any attempt to circumvent such regional or national restrictions, the associated Affiliate account may be immediately blocked or permanently deleted, depending on the account’s status at the time of detection.
In addition, UpPromote reserves the right to delete or deactivate Affiliate accounts that remain inactive for an extended period of time, including but not limited to accounts that demonstrate no activity, generate no sales, or show no measurable performance in any Merchant’s program.
4. Affiliate Responsibilities
4.1 Compliance
Affiliates shall comply at all times with all applicable laws, regulations, and recognized industry standards, as well as any specific rules, restrictions, or requirements imposed by Merchants in connection with their offers. Affiliates must also adhere to all UpPromote policies, including, without limitation, its prohibited conduct guidelines and community standards.
4.2 Promotion Standards
In carrying out promotional activities, Affiliates shall:
Ensure that all content, representations, and claims are accurate, truthful, and not misleading.
Refrain from using or distributing offensive, obscene, violent, defamatory, or discriminatory material.
Respect and protect the intellectual property rights of Merchants, UpPromote, and third parties. Affiliates may use Merchant or UpPromote trademarks, logos, or other brand assets solely to the extent expressly authorized in Media Assets or in writing by the respective owner.
4.3 Prohibited Conduct
Affiliates shall not, under any circumstances:
Engage in fraudulent, deceptive, manipulative, or abusive practices, including but not limited to cookie stuffing, self-referrals, the use of bots or automated tools, or the generation of invalid or artificial leads.
Disseminate unsolicited communications, including spam emails, unsolicited direct messages, or misleading advertisements.
Misrepresent, expressly or impliedly, their relationship with UpPromote or any Merchant, including suggesting endorsement, partnership, or employment where none exists.
4.4 Ethical Marketing Practices
Affiliates must exercise the highest standards of ethical conduct in all promotional activities, including but not limited to:
Avoiding any claims or representations that are exaggerated, unsubstantiated, or likely to mislead consumers.
Refraining from making false or deceptive statements regarding health, medical, or financial outcomes.
Not targeting marketing campaigns toward vulnerable populations, including minors, without the prior written consent of the Merchant and in full compliance with applicable laws.
Ensuring that all advertising channels, platforms, and methods used are transparent, reputable, and consistent with fair competition practices.
5. Relationship with Merchants and UpPromote
5.1 Independent Relationship
Affiliates and Merchants shall at all times be deemed independent contractors. Nothing in this Agreement shall be construed to create any employment, partnership, joint venture, agency, fiduciary, or other representative relationship between the parties. Affiliates are connected to Merchants solely through the UpPromote Marketplace, which serves as the facilitating platform. All disputes or issues arising out of such relationships shall be addressed in accordance with UpPromote’s governing framework, which applies impartially and without preference to either party.
5.2 Commission Payments
All commission payments are made directly by Merchants to Affiliates. UpPromote is not a party to such financial transactions and shall bear no responsibility or liability for delayed, partial, or unpaid commissions. Affiliates expressly acknowledge and agree that:
Merchants retain the right to hold, delay, or refuse payment of commissions at their sole discretion.
Affiliates assume the risk of non-payment by Merchants, and such unpaid amounts shall not create any liability for UpPromote.
UpPromote’s role in matters of commission disputes is limited to that of a neutral facilitator, assisting both parties in seeking a resolution but without any obligation or guarantee of payment.
Affiliates acknowledge that commission payments are contingent upon Merchant performance, and that UpPromote provides no guarantee, warranty, or assurance regarding the payment of commissions.
6. Payment & Commission Terms
6.1 Tracking & Attribution
All transactions shall be recorded through UpPromote’s proprietary tracking technology. Attribution of sales or conversions will be based exclusively on the Platform’s tracking records, which shall be considered final and binding. For attribution purposes, “Coupon Tracking” shall take precedence over “Link Tracking” whenever both are applicable.
6.2 Merchant Payment Terms
Each Merchant independently determines its commission payment schedule (e.g., net-15, net-30, or otherwise). Affiliates are required to review and agree to a Merchant’s payment terms prior to engaging with any campaign. UpPromote shall not intervene in, or be held liable for, the enforcement or execution of Merchant-defined payment schedules.
6.3 Commission Adjustments
Merchants retain sole authority to adjust commission payments. Commissions may be reversed, withheld, or adjusted in cases of product returns, order cancellations, chargebacks, suspected fraud, or any breach of applicable terms.
6.4 Currency & Fees
All commission payments shall be made in the currency specified by the Merchant. Affiliates are solely responsible for any transfer fees, currency conversion costs, or related banking charges incurred in the course of receiving payments.
7. Fraud, Violations & Enforcement
7.1 Fraudulent Activity
Any fraudulent, abusive, or suspicious activity—including but not limited to self-referrals, false leads, use of automated tools, cookie stuffing, or any other practices prohibited under this Agreement may result in the immediate suspension of Affiliate activities. Affiliates are responsible for providing sufficient evidence, upon request by either Merchants or UpPromote, to demonstrate the legitimacy of their traffic and promotional activities.
7.2 Audit Rights
UpPromote reserves the right to audit and review Affiliate activities, including traffic sources, promotional methods, and related data, at any time to verify compliance with this Agreement and with the policies established by Merchants. Affiliates must fully cooperate with any such review.
7.3 Account Enforcement
UpPromote and Merchants reserve the right, at their sole discretion, to suspend, restrict, or permanently delete an Affiliate’s account if violations, fraudulent conduct, or breaches of this Agreement are detected. Such enforcement actions may be taken with or without prior notice, and any unpaid commissions associated with fraudulent or non-compliant activities may be withheld.
8. Data Protection & Confidentiality
8.1 Compliance with Data Protection Laws
Affiliates shall at all times comply with all applicable data protection and privacy laws, rules, and regulations, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other relevant local or international legislation.
8.2 Use of Customer Data
Any customer data obtained in connection with Merchant campaigns shall be treated as strictly confidential. Affiliates are expressly prohibited from misusing, selling, transferring, disclosing, or otherwise exploiting such data for any purpose other than fulfilling their obligations under this Agreement and in accordance with the Merchant’s instructions.
8.3 Confidential Information
Affiliates acknowledge that during the course of participation in the Marketplace, they may gain access to confidential or proprietary information, including but not limited to private commission structures, exclusive campaign details, trade secrets, or business strategies of Merchants or UpPromote. Affiliates shall not disclose, disseminate, or make such information available to any third party without the prior written consent of the relevant Merchant or UpPromote. This obligation shall survive the termination of this Agreement.
9. Intellectual Property
9.1 Limited License
Affiliates are granted a limited, revocable, non-exclusive, and non-transferable license to use Media Assets and other approved Merchant or UpPromote marketing materials solely for the purpose of performing their obligations under this Agreement. Such license shall be subject to the terms of this Agreement and may be withdrawn at any time at the discretion of the Merchant or UpPromote.
9.2 Restrictions on Use
Affiliates shall not, under any circumstances, modify, reproduce, distribute, sublicense, reverse engineer, or create derivative works of any Merchant or UpPromote trademarks, logos, marketing materials, or other intellectual property, except as expressly authorized in writing. All intellectual property rights remain the sole property of the respective owner.
9.3 Termination of License
Upon the expiration or termination of this Agreement, or upon written notice from either UpPromote or the relevant Merchant, Affiliates must immediately cease all use of Merchant and UpPromote intellectual property, remove all promotional content from their channels, and destroy any remaining copies of materials in their possession.
10. Taxes & Reporting
10.1 Affiliate Responsibility
Affiliates are solely responsible for determining, reporting, and paying all applicable taxes, duties, levies, social contributions, or other governmental assessments arising from commission income or any other compensation earned under this Agreement, in accordance with the laws and regulations of their jurisdiction.
10.2 No Withholding by UpPromote
UpPromote shall have no obligation or responsibility to withhold, collect, report, or remit any taxes on behalf of Affiliates. Affiliates acknowledge that all tax obligations are their exclusive responsibility, and they shall indemnify and hold UpPromote harmless from any claims, penalties, or liabilities arising from their failure to comply with applicable tax requirements.
10.3 Provision of Tax Information
Upon request, Affiliates must provide UpPromote and/or Merchants with accurate and valid tax documentation, such as a W-9, W-8BEN, VAT identification number, or any other forms required under applicable law. Failure to provide such documentation in a timely and complete manner may result in the withholding, delay, or forfeiture of commission payments until compliance is achieved.
11. Term & Termination
11.1 Merchant-Initiated Termination
Affiliates may discontinue their participation in the Marketplace at any time by providing written notice directly to the relevant Merchant(s). Merchants reserve the sole and exclusive right to suspend or terminate an Affiliate’s account in accordance with their own policies and discretion.
11.2 UpPromote-Initiated Termination
UpPromote reserves the right to immediately suspend or terminate an Affiliate’s account, without prior notice, in the event of potential security threats, harmful or disruptive activities, suspected fraudulent behavior, material breach of this Agreement, or prolonged inactivity.
11.3 Post-Termination Obligations
Affiliates must remove all promotional links, stop using intellectual property, and shall forfeit any unpaid commissions associated with fraudulent or non-compliant activities.
12. Limitation of Liability
12.1 Disclaimer of Warranties
The Marketplace, including all related technology, services, and content, is provided on an “as is” and “as available” basis. UpPromote makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, availability, accuracy, or reliability of the Marketplace.
12.2 Limitation of Damages
To the maximum extent permitted by applicable law, UpPromote shall not be liable to Affiliates or any third party for any indirect, incidental, consequential, exemplary, punitive, or special damages (including, without limitation, loss of profits, revenue, goodwill, data, or business opportunities) arising out of or in connection with the use of, or inability to use, the Marketplace, even if UpPromote has been advised of the possibility of such damages.
13. Indemnification
The Affiliate agrees to indemnify, defend, and hold harmless UpPromote, its parent company, subsidiaries, affiliates, directors, officers, employees, agents, successors, and assigns, together with participating Merchants, from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and legal expenses) arising out of or related to:
The Affiliate’s breach or violation of this Agreement, including any policies incorporated herein;
The Affiliate’s infringement, misuse, or unauthorized use of any intellectual property rights belonging to UpPromote, Merchants, or third parties; or
Any third-party claim, demand, or action resulting from or connected to the Affiliate’s promotional activities, content, or conduct in connection with the Marketplace.
This obligation to indemnify shall survive the termination or expiration of this Agreement.
14. Governing Law & Dispute Resolution
14.1 Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the jurisdiction in which UpPromote maintains its principal place of business, without regard to conflict of law principles.
14.2 Dispute Resolution
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, UpPromote shall determine, based on the specific circumstances, the applicable national or territorial laws that will govern the resolution process. Affiliates agree to be bound by such governing law as determined by UpPromote.
15. Force Majeure
Neither party shall be held liable or responsible for any delay, failure, or interruption in performance under this Agreement that results, directly or indirectly, from causes or circumstances beyond its reasonable control. Such events may include, but are not limited to, natural disasters, floods, fires, earthquakes, pandemics, labor disputes, strikes, embargoes, acts of government or regulatory authorities, wars, terrorism, civil unrest, power failures, interruptions of internet or telecommunications services, or any other cause beyond the reasonable control of the affected party.
The obligations of the affected party shall be suspended for the duration of the force majeure event, provided that such party uses commercially reasonable efforts to mitigate the effects and resumes its performance as soon as reasonably practicable.
16. Miscellaneous
16.1 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall continue in full force and effect.
16.2 Entire Agreement
This Agreement, together with any policies, guidelines, or addenda expressly incorporated herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, representations, or agreements, whether written or oral.
16.3 Waiver
No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall constitute a waiver of such right, power, or remedy. Any waiver must be expressly made in writing and signed by the waiving party to be effective.
16.4 Notices
All legal notices, requests, or other formal communications required or permitted under this Agreement shall be in writing and delivered to [email protected], or to such other address as UpPromote may designate in writing. Notices shall be deemed given upon receipt of electronic confirmation or, if by physical delivery, upon confirmed delivery to the designated address.
16.5 Assignment
Affiliates may not assign, transfer, or delegate any of their rights or obligations under this Agreement without the prior written consent of UpPromote. Any attempted assignment without such consent shall be null and void.
16.6 Survival
Any provisions of this Agreement which by their nature should survive termination (including but not limited to confidentiality, intellectual property, indemnification, limitation of liability, and governing law) shall survive termination or expiration of this Agreement.
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