Upperside Media

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Affiliate TOS Page

The Upperside Media Affiliate Program has specific terms and conditions that apply to individuals who participate in the program. By joining the program, you (the Affiliate) can advertise Upperside Media’s services and earn commissions, as stated in the Agreement. This Agreement includes our Acceptable Use Policy (AUP) and Privacy Policy. 

1. To participate in the program

You need to submit an application via the affiliate sign-up form on the Upperside Media website. We will review your application, and if we believe that you are not an appropriate fit for the program, we may reject your application.

2. Your Responsibilities

By becoming an Upperside Media Affiliate, you agree to provide us with complete and accurate account information and to keep it up to date. This includes contact details, website URLs where Upperside Media will be promoted, promotional practices and means, payment details, tax information, and any other details we may require. We may request additional data regarding the websites where you promote Upperside Media and the promotional practices you use. If you fail to provide precise and truthful information, it may result in your disqualification from the program, suspension or cancellation of your Affiliate account, and loss of any commissions you may have earned.

You are responsible for referring customers in good standing, which means hosting account owners who have provided valid contact information, are not flagged for high fraud risk, have active accounts that do not exceed any quotas or limitations as per the Upperside Media Terms of Service, and actively use their accounts. You must not take action or make recommendations to your referrals that result in potential revenue loss for Upperside Media. Incentivized programs and business-opportunity sites, unethical marketing practices, and customers not in good standing should be avoided.

You must not use any copyrighted or third-party material without proper licenses on behalf of your referrals or encourage them to use such material on their Upperside Media accounts. You are not allowed to make any changes to the icons, buttons, banners, graphics, files, or content included in Upperside Media’s Links. This includes removing or modifying any copyright or trademark notices. You need to obtain our written approval before making any alterations to these materials. You must not engage in any black hat SEO/spam link-building techniques to generate more referrals for Upperside Media. You should be loyal to Upperside Media and should not misuse its confidence or damage its reputation. You must disclose the affiliate relationship with Upperside Media on your website.

If we identify a pattern in your affiliate practices that violates any aspect of the T&C, we may suspend or terminate your affiliate account and cancel all outstanding commission payments due, in our reasonable opinion.

3. Affiliate Advertising

To advertise our services, you should only use promotional materials that have been approved by Upperside Media. These approved materials can be found in your Affiliate Area or can be approved in writing by an Upperside Media representative. 

a) These materials may include Upperside Media trade names, service marks, logos, and slogans. By using these materials, you agree to work with us to maintain and establish approved promotional materials. 

b)You are granted a limited, non-exclusive, non-transferable license to access and download these materials for use on your website solely for the purpose of promoting websites owned, operated, or controlled by Upperside Media. However, if your affiliate account is terminated, your license to access and download promotional materials will automatically be withdrawn.

c)There are certain inappropriate ways of advertising that are not allowed, such as using illegal or spam methods of advertising, bidding on keywords and phrases containing the Upperside Media trademark, using non-unique copyright infringing content, using traffic generated by certain methods, providing cash backs or rewards without approval, and using our advertising materials in a negative way. 

d) Additionally, your website(s) must not contain offensive, obscene, illegal, or pornographic material or any other material that we consider objectionable. Your domain name(s), company name, logo, trademark, and products must also not contain keywords or phrases that are confusingly similar to Upperside Media trademark, name, logo, domain name, or third-party trademarks, names, logos, or domain names unless the trademark owner has authorized you.

e) Upperside Media has the right to determine if the promotional method you use is suitable, and any use of unsuitable advertising methods may lead to a warning, suspension, or termination of your affiliate account and cancellation of any unpaid commissions that are owed to you.

4. Affiliate Tracking Cookies

Our affiliate sales are automatically tracked using cookies placed in the user’s browser when they click on an affiliate link to visit our website. These cookies are stored for 60 days and will overwrite any previous affiliate cookies in the same browser. However, we are not responsible for any intentional deletion of cookies by users.

5. Affiliate Commissions

We will compensate you with a commission for each valid sale that you refer to Upperside Media. To be considered a valid sale, the following conditions must be met:

The sale was a direct result of your active referral efforts, which we determine in one of two ways:

The customer has an active cookie at the time of purchase that identifies you as the last Affiliate who referred them to our website, provided they did not arrive at our site through a search engine using a search string that doesn’t include “Upperside Media.”

You claim to have referred the customer up to two months after their purchase date, the customer does not dispute your claim, and we have no evidence attributing the sale to another advertising channel.

Your affiliate account must be active at the time of the sale. You will not receive a commission for sales made before you join our affiliate program.

The customer you referred has yet to use our services before and has not previously signed up for an affiliate account with us.

The customer completed their order without your assistance, including instances where you acted on their behalf.

The sale is for one of our digital marketing services. Sales for other services or additional account features are not eligible for commissions.

The sale is for any of our digital marketing services at any billing cycle. If the sale is for a digital marketing service for more than one month, the item price should be more than the equivalent of 1000 USD as per the average monthly exchange rate for any other respective currency that might be used by the customer to complete payment for their digital marketing services.

Sales of digital marketing services that are canceled by the customer or suspended by Upperside Media for any reason do not qualify for an affiliate commission.

The initial order payment and any related service renewal payments of the referred customer are fully processed and are not subject to refund or chargeback.

We can classify a sale as invalid, according to our discretion, without giving any reason or justification.

6. Commission Payments

Upperside Media will pay affiliate commissions in the structure and currency specified on the Affiliate Program sign-up page unless there is a written custom agreement. Valid commissions will be paid after a 30-day holding period, which may be extended without prior notice in order to verify the sale’s legitimacy. Commission payouts are made once a week or less frequently, depending on the Affiliate’s preferences. PayPal is the method of payment for affiliate commissions, and the Affiliate is responsible for any transaction fees unless otherwise stated.

The Affiliate is responsible for maintaining up-to-date information, including postal and email addresses, payment information, tax information, and other personal information that may affect commission payout. Commission payouts will be withheld until all necessary information, including tax information, is provided. If fraudulent or improper activity is suspected, or if the Affiliate or referred customer has violated the Agreement, commission payouts may be suspended.

If commissions are paid for fraudulent, questionable, or canceled sales, the company reserves the right to deduct the commissions from current and future payouts. If there are no future payouts, the Affiliate will be invoiced for the refunded amount upon the program’s or customer’s termination.

7. Invoicing

We shall provide you with a statement of commissions due in your Affiliate Area.

If applicable to your country of residence, we will issue self-billing invoices for all commission payouts, including applicable taxes. The Affiliate Program Terms and Conditions will be considered a valid Self-billing Agreement between you and Upperside Media that shall continue until the termination of your Affiliate account. By signing up for our Affiliate Program, you agree to accept self-billing invoices raised by Upperside Media on your behalf, not to raise any sales invoices for the commission payouts you receive fromUpperside Media, and to notify us immediately if you change your name, company details or tax registration status.

8. Relationship of the Parties

Upperside Media and the Affiliate acknowledge and agree that they are entering into this Agreement as independent contractors. Nothing contained in this Agreement shall be construed as creating any partnership, joint venture, agency, franchise, sales representative, or employment relationship between them. The Affiliate has no authority to make or accept any offers or representations on behalf of Upperside Media. The Affiliate cannot make any statement, whether on the Affiliate website or otherwise, that reasonably would contradict anything in this section.

9. Account Termination

You can cancel and terminate your affiliate account at any time by contacting us through your Affiliate Area. We will send you written confirmation that your account has been terminated.

 Upperside Media can terminate an affiliate account:

• With a seven-day prior notice without explanation.

• Immediately, with no prior notice, if you or your affiliate account violate the Affiliate Program Terms and Conditions.

• Immediately with no prior notice if you have not generated any sales for a period longer than six months.

Once an affiliate account is terminated, we will no longer track the sales associated with the Affiliate, and you will not qualify for future affiliate commissions. Any commissions are due at the time of termination will be paid to the Affiliate after any holding period and in accordance with a regular payout cycle. No outstanding commission payments will be due if we terminate your account because of a violation of this T&C, and an administrative fee of 20 USD/EUR/GBP/AUD, or the equivalent in the currency listed in your Affiliate Area, shall be due by the Affiliate.

Upon termination of the Affiliate account, the Affiliate is obliged within three business days to remove all promotional materials, trademarks, links, logos, and slogans of Upperside Media from his website. This provision shall survive the termination of the Agreement. After the termination of this Agreement, the Affiliate shall not have the right to use Upperside Media trademark(s), logo, and slogans and shall refrain from any actions which may directly or indirectly adversely affect the image and reputation of Upperside Media, as well the business relations with its current and potential clients.

Upon termination of the affiliate account, this Agreement shall be automatically terminated.

10. Limitation of Liability

YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU WILL NOT, UNDER ANY CIRCUMSTANCES INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, HOLD US OR OUR LICENSORS, AGENTS, EMPLOYEES, OFFICERS, AND/OR THIRD-PARTY VENDORS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, COST SAVINGS, REVENUE, BUSINESS, DATA OR USE, OR ANY OTHER PECUNIARY LOSS BY YOU OR ANY OTHER THIRD PARTY. YOU AGREE THAT THE FOREGOING LIMITATIONS APPLY WHETHER IN AN ACTION IN CONTRACT OR TORT OR ANY OTHER LEGAL THEORY AND APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WE BE LIABLE TO YOU IN THE AGGREGATE WITH RESPECT TO ANY AND ALL BREACHES, DEFAULTS, OR CLAIMS OF LIABILITY UNDER THIS AGREEMENT OR UNDER ANY OTHER DOCUMENT FOR AN AMOUNT GREATER THAN THE FEES ACTUALLY PAID BY YOU TO US DURING THE ONE MONTH PERIOD PRECEDING A CLAIM GIVING RISE TO SUCH LIABILITY. THERE ARE CERTAIN REGIONS WHERE IT MAY NOT BE PERMISSIBLE TO LIMIT OR EXCLUDE LIABILITY FOR DAMAGES THAT ARE INCIDENTAL OR CONSEQUENTIAL IN NATURE. YOU AGREE THAT IN THOSE JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

This provision shall survive termination of the Agreement.

11. Governing law

Any dispute, controversy, or claim arising under this Agreement shall be resolved in accordance with the legislation in the jurisdiction where the Upperside Media entity servicing your Affiliate account is located.

12. Changes to the Affiliate Program Terms

Upperside Media reserves the right to modify this Agreement, as well as any policies or provisions that are referenced within it, at any time. The changes will become effective as soon as they are posted on the Upperside Media website. The current T&C is always available on Upperside Media’s Website. If you do not agree to any amendments, you must terminate your Affiliate account within ten business days of the date of the amendment. Only an Upperside Media officer may alter this T&C. No agent of, or person employed by or under contract with; Upperside Media has any authority to alter or vary this T&C in any way. No oral explanation or oral information given by any party shall alter the interpretation of this T&C.

Last Update April 18, 2023