Ultra PRO Affiliate Program Agreement
This Affiliate Program Agreement (“Agreement”) is made by and between you (the “Affiliate”, “you”) and Ultra PRO International, LLC (“Ultra PRO”, “we”, “us”, “our”). PLEASE READ THE ENTIRETY OF THIS AGREEMENT. Participation in this Affiliate Program requires your agreement with and to all of the terms listed in this Agreement, unless otherwise agreed to by both Parties in a signed writing. DEFINITIONS
1.1. “Affiliate Program” shall mean the marketing and promotional program described in this Agreement.
1.2. “Portal” shall mean the website found at https://up.refersion.com/
1.3. “Affiliate Link” shall mean the unique link assigned to Affiliate to be placed on Affiliate’s Social Media.
1.4. “Affiliate’s Social Media” shall mean any and all websites, social media accounts, posts, videos, articles, blogs, reviews, podcasts, pictures, tabling, public appearances and any other presence or channels viewable by the public.
1.5. “Ultra PRO’s Website” shall mean the website found at https://shop.ultrapro.com/
1.6. “Net Sales” shall mean gross sales minus taxes, discounts, allowances, surcharges, shipping fees, and any other customary gross to net deductions. APPLICATION AND AFFILIATE’S ACCEPTANCE
2.2. Once you complete an application to become an affiliate via the Portal, we will review your application and notify you whether or not your application has been accepted. If you are not notified of your acceptance within thirty (30) days of the date your application was submitted, your application is considered to be rejected.
2.3. If you are accepted into the Affiliate Program, upon notice of your Acceptance, the terms and conditions of this Agreement shall be in full force and effect unless otherwise terminated.
2.4. Your acceptance into this Affiliate Program shall not mean that you are accepted into any other program operated by Ultra PRO already in existence or to come into existence at any point during the term of this Agreement.
2.5. In compliance with the California Consumer Privacy Act, note that the Portal and the Refersion website hosting the Portal (found at https://www.refersion.com/
) may collect and install tracking cookies which collect personal data. These cookies are valid for thirty (30) days. By accessing the Portal or the Refersion.com website, you understand that cookies are collected, stored, and used. More information regarding the types of personal information that may be collected can be found at https://www.refersion.com/privacy
. AFFILITATE OBLIGATIONS
3.1. You shall comply with the terms and conditions of this Agreement at all times.
3.2. Affiliate shall comply with all applicable laws including, but not limited to, all Federal Trade Commission (FTC) regulations. You shall not engage in any deceptive, misleading, unverified, illegal, or unethical marketing or promotional activities regarding our products, our brand, or our Affiliate Program. Nor may you take any action which, in our sole discretion, could otherwise be potentially detrimental to us, our brand, our customers, or the public as a whole.
3.3. Affiliate must always specifically and explicitly state to his or her audience that content is sponsored by Ultra PRO if it is in fact sponsored by Ultra PRO.
3.4. Affiliate shall conduct him or herself in a reasonable, socially acceptable manner on Affiliate’s Social Media. Affiliate shall not post about Ultra PRO, Ultra PRO’s brand, Ultra PRO’s products, etc. in a way that sheds bad light, creates false indorsement, or otherwise risks or causes the degradation of Ultra PRO’s goodwill. The following are unacceptable practices, topics, or otherwise and shall not be involved or included in or on Affiliate’s Social Media in any way:
Promotion of sexually explicit materials.
Promotion of violence.
Promotion of illegal activities.
Promotion of discrimination based on race, sex, religion, nationality, disability, gender, sexual orientation, or age.
Incorporates any materials that infringes, or assists others in the infringement of, the property rights of others, including intellectual property, or violates the law.
Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
3.5. This Agreement does not create an exclusive sponsorship or affiliate agreement between you and Ultra PRO. Affiliate and Ultra PRO will have the right to recommend and promote other unrelated products and services of third parties. However, Affiliate is not permitted to simultaneously be sponsored by, promote, or become an affiliate of a competitor of Ultra PRO.
4.1. Affiliate will earn a commission of all successful sales made by consumers using your Affiliate Link. Unless agreed to otherwise and approved by us in writing, the commission will be 1.0% Net Sales. Ultra PRO will pay Affiliate the commission earned each month by the 15th of the following month.
4.2. All sales must be made in good faith by consumers. Affiliate is strictly forbidden from orchestrating any sort of effort to improperly derive funds from this Agreement, and involvement in such bad faith efforts is considered a material breach of this Agreement and will result in the automatic termination of this Agreement.
4.3. In the event of termination of this Agreement by any means and by either party, upon termination, commission will cease to be earned and Affiliate will only receive what they had already in good faith earned before termination of this Agreement. TERM AND TERMINATION
5.1. The term of this Agreement shall be from the date of notification of Affiliate’s acceptance into the Affiliate Program until terminated.
5.1. Ultra PRO retains the right to terminate this Agreement at any point in time for any reason or for no reason at all, with or without cause. Notice of termination may be given via mail or email. Termination is considered to occur immediately after notice is sent to Affiliate.
5.2. This Agreement shall automatically terminate upon any breach of this Agreement by Affiliate.
5.3. If Affiliate wishes to terminate this Agreement, they may do so at any time by sending a notice of termination by email to [email protected]
The Agreement will terminate fifteen (15) days after the date Ultra PRO receives the notice. MODIFICATION
6.1. Ultra PRO retains the right to update and modify this Agreement in whole or in part at any time. If the Agreement is modified, Affiliate will be notified via email to the email address linked to your account on the Portal. Affiliate’s continued participation in this Affiliate Program following the notification of updated and/or modified terms of this Agreement shall indicate Affiliate’s agreement to the modifications made.
6.2. If any modification is unacceptable to you, Affiliate’s only option is to terminate this Agreement by following the procedure set forth in Section 5.3. of this Agreement. GRANT OF LICENSE
7.1. During the term of this Agreement, if Ultra PRO makes its trademarks, copyrights, or other intellectual property (hereafter “Ultra PRO’s Intellectual Property”) available for use via the Portal, Affiliate may use that intellectual property for promotion of Ultra PRO only if Affiliate follows the following usage requirements:
Affiliate shall only use the images of Ultra PRO’s Intellectual Property that Ultra PRO makes available to your, without altering them in any way;
Affiliate shall only use Ultra PRO’s Intellectual Property in connection with the Affiliate Program and this Agreement;
Affiliate shall immediately comply if Ultra PRO requests that you discontinue use;
Affiliate shall not use Ultra PRO’s Intellectual Property in a misleading or disparaging way;
Affiliate shall not use Ultra PRO’s Intellectual Property in a way that implies Ultra PRO endorses, sponsors, or approves of your services or products; and
Affiliate shall not use Ultra PRO’s Intellectual Property in violation of applicable law or in connection with an obscene, indecent, or unlawful topic of material, or in a way that utilizes or includes those forbidden topics set forth in Section 3.4 of this Agreement.
7.2. Affiliate shall own all right and title to Affiliate’s own intellectual property including but not limited to trademarks, copyrights, and any intellectual property in and to all content created by Affiliate. Affiliate grants Ultra PRO a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks, copyrights, logos, username, social media username, actual name, and image, as well as to copy, distribute, and display any content or posts created by Affiliate (“Affiliate Intellectual Property”) for use in connection with the Affiliate Program and this Agreement. REPRESENTATION AND WARRANTIES; DISCLAIMER
8.1. Affiliate represents and warrants that this Agreement has been duly and validly executed and delivered to you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
8.2. Affiliate represents and warrants that Affiliate has the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement without the approval or consent of any other party. Affiliate represents and warrants that Affiliate’s entrance into this agreement does not cause the breach of another agreement or in any way violates or infringes the personal or property rights of any other party, whether common law or statutory.
8.3. Affiliate represents and warrants that Affiliate has sufficient right, title, and interest in and to the rights granted to Ultra PRO in this Agreement.
8.4. OTHER THAN EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY AND HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY PROMISE OF MONETARY GAIN, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. LIMITATION OF LIABILITY
9.1. Release of Unknown Claims. The Parties acknowledge that there is a risk that after the execution of this Agreement, they may discover facts or discover, incur, or suffer claims, which were unknown or unsuspected at the time that this Agreement was executed and which, if known on the date this Agreement is being executed, may have materially affected the decision to execute this Agreement. The Parties acknowledge and agree that by reason of this Agreement, they are assuming the risk of such unknown facts and such unknown and unsuspected claims and intend and agree that this Agreement applies thereto, notwithstanding the discovery or existence of any additional or different claims or facts relative thereto. The Parties acknowledge their awareness of, and do hereby waive the provisions of, Section 1542 of the Civil Code of the State of California (or any similar law of any other relevant jurisdiction) which reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
9.2. Limitation of Liability. In accordance with the waiver of Section 1542 of the Civil Code of the State of California as set forth in Section 9.1 of this Agreement, Ultra PRO shall not be liable to Affiliate with respect to any subject matter of this agreement under any contract, negligence, tort, strict liability, or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages including, without limitation, loss of revenue or goodwill or anticipated profits, lost profits, lost business, or lost business opportunities, even if Ultra PRO has been advised of the possibility of such damages. INDEMINIFICATION
10.1. Affiliate hereby agrees to indemnify, defend, and hold harmless Ultra PRO and its subsidiaries, affiliates, directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses including reasonable attorney’s fees (any or all referred to hereafter as “Losses”) insofar as such Losses arise out of or are based on (i) any claim that Ultra PRO’s use of the Affiliate Intellectual Property infringes on the rights of any third party, (ii) any misrepresentation of a representation or warranty or breach or covenant or agreement made by Affiliate herein, (iii) any claim related to Affiliate’s Social Media, including, without limitation, content therein not attributable to Ultra PRO, or (iv) any claim related to or arising out of a breach of this Agreement by Affiliate including but not limited to violations of FTC regulations. CONFIDENTIALITY
11.1. Except as otherwise stated in this Agreement, Affiliate shall keep the specifics of this Agreement confidential and shall not disclose or use any information regarding this Agreement except as authorized in writing by Ultra PRO. MISCELLANEOUS
12.1. Relationship of the Parties. The Parties hereto expressly intent and agree that this Agreement establishes an independent contractor relationship between them and that no partnership, joint venture, agency, employer/employee, master/servant, franchise, or sales representative relationship is created between the Parties. Affiliate shall have no authority to make or accept any offers or representations on Ultra PRO’s behalf. Affiliate shall not make any statement, whether on Affiliate’s Social Media or on any other website or otherwise that would reasonably contradict anything in this Section.
12.2. Electronic Delivery and Signatures. The Parties agree that electronic delivery of this Agreement constitutes delivery, and that electronic signatures are deemed to have the same force and affect as a physical signature.
12.3. Notices. Unless otherwise stated in this Agreement, notices may be sent via email. A notice sent by Ultra PRO to Affiliate will be sent to the email address linked to your account on the Portal.
12.4. Governing Law; Jurisdiction; Enforcement. This Agreement is made subject to, and shall be construed in accordance with, the laws of the state of California (without regard to its conflict of laws provisions). In the event of any dispute, the Parties agree that any action shall only be brought in the state or federal courts located in Los Angeles, California. In the case of a breach of any intellectual property rights of Ultra PRO, the Parties agree that Ultra PRO shall suffer irreparable harm and shall be entitled to seek injunctive relief without posting a bond.
Last Modified: December 30, 2020