TERMS AND CONDITIONS
UP Revenue
These terms and conditions (the “Agreement”) govern the relationship between Elevated Rank LLC dba UP Revenue (“UP Revenue”) and any individual or entity (“Affiliate”) that participates in UP Revenue’s affiliate marketing network (the “Network”). By participating in the Network, Affiliate agrees to be bound by this Agreement.
1. Network Membership and Campaign Participation
To become an Affiliate, the individual or entity must submit an application through UP Revenue’s website and provide all necessary information as requested by UP Revenue. UP Revenue reserves the right to accept or reject any application for any reason at its sole discretion.
Once you’ve been admitted to be an Affiliate, you may request access to the Marketing Campaigns listed by UP Revenue’s brands (“Brands”) on the network. UP Revenue and its brand reserve the right to remove you from any Marketing Campaign in their sole discretion without notice. The terms of each Marketing Campaign may be modified at any time in UP Revenue’s and the Brands’ sole discretion. A Marketing Campaign is subject to termination at any time. In the event you are removed from a Marketing Campaign or the Marketing Campaign is terminated, you must remove all Marketing Materials and links from your websites and advertisements.
2. Affiliate Responsibilities
2.1. Marketing: Affiliate agrees to use commercially reasonable efforts to promote the products and services of the Brands by joining the Marketing Campaigns listed on the network. You may use the marketing materials as provided by the Brands. Affiliate may not modify or alter any marketing materials without the express written consent of UP Revenue. All statements, advertisements, and representations about Brands and their products and services must be reasonable, truthful and accurate.
2.2 License: Upon joining a Marketing Campaign, you are granted a limited, revocable, non-sublicensable to use the Marketing Materials, which may include the name and logo of the Brand solely for the purposes of marketing the Brand’s products or services.
2.2. Compliance: Affiliate shall comply with all applicable laws, rules, and regulations related to advertising, marketing, and data privacy. Affiliate shall not engage in any fraudulent, deceptive, or unethical practices, including but not limited to: (i) falsely representing Affiliate’s relationship with UP Revenue or Brands, (ii) using spyware or adware, (iii) engaging in spamming or sending unsolicited commercial email, (iv) infringing on any intellectual property rights, or (v) engaging in or advertising any illegal activities. “Laws” means all applicable laws, statutes, ordinances, regulations, and legal guidelines, including, without limitation, those of the foregoing governing false or deceptive advertising, cybersquatting, intellectual property, privacy, and publicity rights, including but not limited to, The California Consumer Privacy Rights Act of 2020 (“CPRA”) and its predecessor, the California Consumer Privacy Act of 2018 (“CCPA”), The Uniform Deceptive Trade Practices Act or other similar legislation in effect in every jurisdiction where UP Revenue or Affiliate do business, the Federal Trade Commission Act (“FTC Act”), Federal Trade Commission (“FTC”) regulations and guidelines implementing the FTC Act, the regulations and guidelines of the FTC’s state and local equivalents, the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act, the FTC’s Telemarketing Sales Rule, the Federal Reserve Board’s Regulation E, Federal Communications Commission regulations and guidelines, including Mobile Marketing Association guidelines, and FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, including any amendments to it or replacements of it.
2.3. Tracking and Reporting: Affiliate shall use the tracking links and codes provided by UP Revenue to track the performance of its marketing efforts. Affiliate shall also provide UP Revenue with accurate and timely reports of its performance as requested by UP Revenue.
2.4. Communication: Affiliate shall promptly respond to any communication from UP Revenue and provide UP Revenue with all necessary information requested by UP Revenue.
3. Compensation
3.1. Commission: UP Revenue shall pay Affiliate a commission for each valid and verified sale, lead, or action generated by Affiliate’s marketing efforts as determined by UP Revenue in its sole discretion. The commission rate shall be specified by UP Revenue and may be changed at any time by UP Revenue with or without notice to Affiliate.
3.2. Payment: UP Revenue shall pay Affiliate on a regular basis as specified by UP Revenue. Payment shall be made in US dollars and shall be subject to any applicable taxes or fees. Affiliate shall be solely responsible for any tax liability related to its participation in the Network. UP Revenue may require a minimum threshold for payments to be made.
4. Intellectual Property
4.1. Ownership: All intellectual property rights related to the Network, including but not limited to trademarks, copyrights, and trade secrets, shall be owned by UP Revenue.
4.2. Use: Affiliate is granted a limited, non-exclusive, non-transferable license to use the marketing materials provided by UP Revenue solely for the purpose of promoting Brands through the Network. Affiliate may not use any intellectual property owned by UP Revenue or Brands without the express written consent of UP Revenue or Brands, respectively.
5. Termination
5.1. By UP Revenue: UP Revenue may terminate this Agreement at any time with or without notice to Affiliate for any reason at its sole discretion. UP Revenue may also suspend or terminate Affiliate’s participation in the Network immediately if Affiliate breaches any provision of this Agreement.
5.2. By Affiliate: Affiliate may terminate this Agreement at any time upon written notice to UP Revenue.
5.3. Effect of Termination: Upon termination of this Agreement, Affiliate shall immediately cease using any marketing materials provided by UP Revenue and shall cease promoting Brands through the Network.
6. Prohibited Conduct.
Affiliates are prohibited from all of the following: (i) promoting illegal substances or illegal activity; (ii) depicting sexually explicit images, pornography, nudity, obscenity; (iii) promoting violence; (iv) promoting discrimination, racism, hate, fraud or content that is libelous or defamatory; (v) incorporating any materials that infringe or assist others in infringing upon any intellectual property rights; (vi) using materials or information that invade, violate, or infringe the rights of privacy or publicity of others; (vii) engaging in the endorsement of political positions or political candidates; (viii) engaging in the sale or advertisement of tobacco, firearms, personal hygiene products, regulated substances, pornography, or religious causes; (ix) uses expletives or inappropriate language. No Marketing Materials shall appear on the same page as or in proximity to any of the above prohibited content.
Each Marketing Campaign shall include a list of keywords which Affiliates are not allowed to bid on in search engine advertising. In addition, Affiliates shall not search engine bid on any terms or names that are trademarked by the Brand or the Brand’s name, regardless of trademark status.
Affiliates are prohibited from engaging in any fraudulent activities in relation to the marketing services. Fraudulent activities shall include but are not limited to: utilizing incentivized traffic or traffic generated by software applications or machine action (i.e. “bots”), violating these Terms or the Terms and Conditions of a Marketing Campaign, using non-approved software applications, using non-approved domains, providing false information during registration, or providing false information once approved.
If UP Revenue reasonably suspects Affiliate of engaging in prohibited or fraudulent activities, any Commissions paid under this Agreement that have been generated in breach of this Agreement shall be forfeited and the amounts deducted from any future payments or otherwise recoverable by UP Revenue.
7. Non-Circumvention. While Affiliate is a member of UP Revenue’s Affiliate Network and for a period of twelve (12) months following, Affiliate agrees that it will not work with any of the Brands in UP Revenue's network except through UP Revenue or attempt to circumvent UP Revenue's network to engage in business transactions with said Brands, without the prior written consent of UP Revenue. The Affiliate acknowledges that the Brands in UP Revenue's network have been introduced to it as a result of UP Revenue's marketing efforts and that it would be unfair to UP Revenue for the Affiliate to engage in direct business transactions with any of these Brands or to attempt to solicit business from them without the prior written consent of UP Revenue. The Affiliate acknowledges that the non-circumvention provision is essential to UP Revenue's business and that any violation of this provision would cause UP Revenue irreparable harm. In the event of a breach or threatened breach of this provision, UP Revenue shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity. The provisions of this Section shall survive the termination of this Agreement for any reason.
8. Disclaimers; Limitations; Waivers of Liability.
8.1 YOU EXPRESSLY AGREE THAT USE OF THE SERVICE, MARKETING MATERIALS, TRACKING, AND LINKS ARE AT YOUR OWN RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF USE WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS, NOR ANYONE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SERVICE (COLLECTIVELY, “UP REVENUE PARTIES”) WARRANT THAT THE SERVICE, INCLUDING THE INFORMATION MADE AVAILABLE THROUGH THE SERVICE, WILL BE UNINTERRUPTED, UNCORRUPTED, ACCURATE, RELIABLE, COMPLETE, CURRENT, TIMELY, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PAGES OR THE SERVER THAT MAKES THE SERVICE AVAILABLE ARE FREE FROM VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS.
8.2. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE UP REVENUE PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST OR ANTICIPATED PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, THE USE OR MISUSE OF SUBMISSIONS OR CONTENT IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT THE UP REVENUE PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, THE PARTIES INSTEAD AGREE THAT THE UP REVENUE PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN ONE HUNDRED DOLLARS.
8.3. TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).
9. Release.
You forever release, discharge, and covenant not to sue the UP Revenue Parties from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of the UP Revenue Parties, or otherwise, in connection with use of the Service or through or as a result of the Service. In other words, you agree that you cannot sue the UP Revenue Parties if anything happens to you, your personal information, any individual that you provide access to use the Service, or your property in connection with use of the Service or through or as a result of the Service. You agree that the provisions in this paragraph will survive any termination of your account(s), the Service, or this Agreement.
10. Indemnification
You agree at all times to indemnify, defend and hold harmless the UP Revenue Parties harmless from any claim, causes of action, damages, liabilities, demands, costs and expenses, including reasonable attorneys’ fees, made by any third-party due to or arising out of your use or misuse of the Site or Services, your breach of this Agreement or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
11. Governing Law and Dispute Resolution.
The laws applicable to the interpretation of this Agreement shall be the laws of Puerto Rico, and applicable federal law, without regard to any conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Juan, Puerto Rico. You also agree that, in the event any dispute or claim arises out of or relating to your use of the Site or the Services, that you and Company will attempt in good faith to negotiate a written resolution of the matter directly between the parties. You agree that if the matter remains unsettled for forty-five (45) days after notification (via certified mail or personal delivery) that a dispute exists, shall be resolved by final and binding arbitration in San Juan, Puerto Rico under the rules of the American Arbitration Association then in effect.
THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. IN ADDITION, YOU HEREBY AGREE THAT ANY DISPUTES RELATED TO YOUR USE OF OUR SERVICES SHALL BE RESOLVED INDIVIDUALLY, WITHOUT RESORT TO ANY FORM OF CLASS ACTION.
12. Severability
In the event that any provision of this Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions.
13. Miscellaneous.
(a) Company operates and controls the Service from its offices in the United States of America. Company makes no representation that the Service is appropriate or available in other locations. The information by the Company is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. (b) This Agreement is effective until terminated by either party. The privileges granted to you under this Agreement will terminate immediately and automatically without notice from the Company if, in our sole discretion, you fail to comply with any term or provision of this Agreement or for any reason in the Company’s sole discretion. (c) Neither the course of conduct between the parties nor trade practice will act to modify this Agreement to any party at any time without any notice to you. (d) You may not assign this Agreement without the Company’s prior written consent, which may be withheld in Company’s sole discretion, and any assignment without such consent shall be deemed null and void. Such anti-assignment provision shall not apply to any entity that has a right to assign its written agreement with the Company relating to the Service. (e) The section headings used in this Agreement are for convenience only and will not be given any legal import. (f) Upon Company’s request, you will furnish Company any documentation, substantiation or releases necessary to verify your compliance with this Agreement. (g) You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
14. Statute of Limitations.
You and Company both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement (including the Privacy Policy) must be filed within ONE (1) YEAR after such claim or cause of action arose or will be forever barred.
15. Entire Agreement.
These Terms and Conditions and any policies or operating rules posted by us on this Site or in respect to the Service constitute the entire Agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous Agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms and Conditions). Any ambiguities in the interpretation of these Terms and Conditions shall not be construed against the drafting party.
16. Contact Information.
Questions about the Terms and Conditions should be sent to us at affiliates@uprevenue.com.