By using our site, you agree to our use of cookies. Cookie Policy

Affiliate Marketing Program Agreement

Last Modified: January 20, 2023

PLEASE READ THIS AFFILIATE MARKETING PROGRAM AGREEMENT CAREFULLY. BY ENROLLING IN THE UTOBO AFFILIATE MARKETING PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

This Affiliate Marketing Program Agreement ("Agreement") is entered into between you ("Affiliate" or "You") and Utobo Inc. ("Utobo," "we," "us," or "our") and governs your participation in the Utobo Affiliate Marketing Program.

We may update this Agreement from time to time. If we make material changes, we will notify you via email or through the Affiliate Program dashboard. Your continued participation in the Program after such changes constitutes acceptance of the updated terms.

Definitions

  • Utobo Affiliate: A person or entity that has been accepted into the Utobo Affiliate Marketing Program and is authorized to promote Utobo Products in exchange for Commissions.
  • Affiliate Marketing Program: The program operated by Utobo through which Affiliates promote Utobo Products and earn Commissions on qualifying Customer Transactions.
  • Affiliate Lead: A potential customer who is directed to Utobo through an Affiliate's marketing efforts via an Affiliate Link.
  • Affiliate Link: A unique, trackable URL assigned to an Affiliate that is used to refer potential customers to Utobo Products.
  • Affiliate Policies: The policies, guidelines, and rules governing Affiliate conduct and participation in the Program, as published on the Program Policies Page and updated from time to time.
  • Affiliate Tool: Any software, widget, banner, link, or other tool provided by Utobo to Affiliates for use in promoting Utobo Products.
  • Agreement: This Affiliate Marketing Program Agreement, including all policies, guidelines, and amendments referenced herein.
  • Commission: The monetary compensation paid to an Affiliate for qualifying Customer Transactions generated through the Affiliate's marketing efforts.
  • Customer: An individual or entity that purchases or subscribes to Utobo Products through an Affiliate Link.
  • Customer Transactions: Purchases, subscriptions, or other qualifying transactions made by Customers who were referred through an Affiliate Link.
  • Customer Data: Any personal information or data associated with a Customer, including but not limited to contact information, purchase history, and usage data.
  • Utobo Content: All content, materials, trademarks, logos, images, videos, text, and other intellectual property owned by or licensed to Utobo.
  • Utobo Products: All products and services offered by Utobo, including the Subscription Service and any other products available for affiliate promotion.
  • Program Policies Page: The webpage maintained by Utobo where current Affiliate Policies, commission structures, and program guidelines are published.
  • Other Products: Products or services offered by third parties that are not Utobo Products but may be available through or alongside the Utobo platform.
  • Subscription Service: The recurring subscription-based services offered by Utobo to its Customers.
  • We/us/our: Utobo Inc. and its affiliates, subsidiaries, and successors.
  • You/Affiliate: The individual or entity participating in the Affiliate Marketing Program.

Non-Exclusivity

This Agreement is non-exclusive. You are free to promote products and services of other companies, and Utobo is free to engage other affiliates and marketing partners. Nothing in this Agreement prevents either party from entering into similar agreements with other parties.

Affiliate Acceptance

To participate in the Affiliate Marketing Program, you must submit an application for review. Utobo reserves the right to accept or reject any application at its sole discretion.

We will review your application and notify you of our decision within 30 days of receipt. Factors we consider in evaluating applications include, but are not limited to, the quality and relevance of your platform or audience, your marketing practices, your compliance history, and your alignment with Utobo's brand values and target market.

Enrollment in the Program does not guarantee any minimum level of commissions or referrals.

Customer Transactions

  1. Program Limits: Utobo may establish limits on the number of Customer Transactions eligible for Commission, the maximum Commission payable in any given period, or other program parameters. These limits will be published on the Program Policies Page.
  2. Subscription Start: For subscription-based Utobo Products, a Customer Transaction is deemed to occur when the Customer completes their initial subscription purchase through your Affiliate Link and any applicable trial period has ended.
  3. Eligibility: To be eligible for Commission, a Customer Transaction must be a new, genuine purchase made by a Customer who was referred through your Affiliate Link. Self-referrals, fraudulent transactions, refunded transactions, and transactions that violate the Affiliate Policies are not eligible.
  4. Acceptance and Validity: Utobo reserves the right to validate all Customer Transactions before awarding Commission. Transactions may be rejected if they are determined to be fraudulent, in violation of this Agreement, or otherwise ineligible under the Affiliate Policies.
  5. Commission and Payment: Commission rates and payment terms are specified on the Program Policies Page. Commissions are calculated based on the net sale amount (excluding taxes, shipping, refunds, and chargebacks).
  6. Requirements for Payment/Forfeiture: To receive Commission payment, you must maintain an active account in good standing, provide accurate payment information, and meet any minimum payment thresholds. Commissions may be forfeited if you violate this Agreement, engage in fraudulent activity, or if the underlying Customer Transaction is refunded or charged back.
  7. Commission Payment: Commissions are paid on the schedule specified on the Program Policies Page, typically on a monthly basis. Payment is made via the method specified in your account settings, subject to applicable minimum payment thresholds and verification requirements.

Training and Support

Utobo may provide training materials, marketing resources, and support to help Affiliates succeed in the Program. Participation in any training is voluntary, but Affiliates are expected to familiarize themselves with the Affiliate Policies and any guidelines provided.

Trademarks

Subject to the terms of this Agreement, Utobo grants you a limited, non-exclusive, non-transferable, revocable license to use Utobo trademarks, logos, and other brand elements solely for the purpose of promoting Utobo Products as an Affiliate. You must:

  • Use trademarks only as provided or approved by Utobo
  • Follow any brand guidelines provided by Utobo
  • Not modify, alter, or create derivative works from Utobo trademarks
  • Not use Utobo trademarks in a manner that implies endorsement, sponsorship, or affiliation beyond the Affiliate relationship
  • Not use Utobo trademarks in any manner that is disparaging, misleading, or harmful to Utobo's reputation
  • Not register or attempt to register any trademark, domain name, or social media handle that is confusingly similar to Utobo trademarks

Proprietary Rights

1. Utobo's Proprietary Rights

Utobo retains all right, title, and interest in and to the Utobo Content, Utobo Products, Affiliate Tools, and all associated intellectual property rights. Nothing in this Agreement transfers any ownership rights to you. The limited license granted herein does not constitute a sale of any intellectual property.

2. Customer's Proprietary Rights

All Customer Data belongs to the Customer and/or Utobo as set forth in our Terms of Service and Privacy Policy. Affiliates have no right, title, or interest in Customer Data and may not collect, store, or use Customer Data except as expressly permitted by this Agreement and applicable law.

Confidentiality

During and after the term of this Agreement, you agree to keep confidential all non-public information disclosed to you by Utobo, including but not limited to commission structures, business strategies, technical information, customer information, and any other proprietary information. You may not disclose confidential information to any third party without Utobo's prior written consent. This obligation survives termination of this Agreement.

Opt Out and Unsubscribing

You may opt out of the Affiliate Marketing Program at any time by providing written notice to Utobo. Upon opting out, you must immediately cease all use of Affiliate Links, Utobo Content, and Affiliate Tools. Any pending Commissions that have been earned and validated prior to your opt-out will be paid according to the standard payment schedule.

Term and Termination

1. Term

This Agreement commences on the date your application is accepted and continues until terminated by either party in accordance with this section.

2. Without Cause

Either party may terminate this Agreement at any time, for any reason or no reason, by providing written notice to the other party. Termination without cause will be effective immediately upon delivery of notice unless otherwise specified.

3. Agreement Changes

If Utobo makes material changes to this Agreement that you do not agree with, you may terminate the Agreement by providing written notice within 30 days of being notified of such changes. Your continued participation after the 30-day period constitutes acceptance of the changes.

4. For Cause

Utobo may terminate this Agreement immediately and without prior notice if you breach any provision of this Agreement, engage in fraudulent or illegal activity, engage in conduct that is harmful to Utobo's reputation, or fail to comply with the Affiliate Policies.

5. Effects of Expiration/Termination

Upon termination or expiration of this Agreement: (a) all licenses granted herein immediately terminate; (b) you must immediately cease all use of Affiliate Links, Utobo Content, and Affiliate Tools; (c) you must destroy or return all confidential information; (d) any pending Commissions that have been validated prior to termination will be paid on the next scheduled payment date, subject to any setoffs or deductions; and (e) the provisions regarding Proprietary Rights, Confidentiality, Indemnification, Disclaimers, and Limitations of Liability survive termination.

Affiliate Representations and Warranties

You represent and warrant that:

  • You have the legal authority to enter into this Agreement
  • You will comply with all applicable laws, rules, and regulations in your marketing activities
  • Your marketing materials and practices will be truthful, non-deceptive, and in compliance with FTC guidelines regarding endorsements and testimonials
  • You will clearly disclose your Affiliate relationship with Utobo in accordance with applicable laws
  • You will not engage in spam, unsolicited communications, or other prohibited marketing practices
  • You will not make false or misleading claims about Utobo Products
  • You own or have the right to use all content in your marketing materials

Indemnification

You agree to indemnify, defend, and hold harmless Utobo and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of this Agreement; (b) your marketing activities; (c) your violation of any law or regulation; (d) your infringement of any third party's intellectual property or other rights; or (e) any claim by a third party related to your participation in the Program.

Disclaimers; Limitations of Liability

1. Disclaimer of Warranties

THE AFFILIATE MARKETING PROGRAM, AFFILIATE TOOLS, AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. UTOBO DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

2. No Indirect Damages

IN NO EVENT WILL UTOBO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER UTOBO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

3. Limitation of Liability

UTOBO'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

4. Affiliate Tool

Utobo does not guarantee the availability, accuracy, or functionality of any Affiliate Tool. Affiliate Tools may be modified, suspended, or discontinued at any time without prior notice. Utobo is not liable for any loss of Commissions or other damages resulting from the unavailability or malfunction of any Affiliate Tool.

5. Cookie Duration

Affiliate referrals are tracked using cookies with a specified duration as published on the Program Policies Page. Utobo is not responsible for Commissions lost due to cookie expiration, deletion, or blocking by the Customer's browser or device settings.

General

Amendment: Utobo reserves the right to amend this Agreement at any time by posting the amended terms on the Program Policies Page or notifying you via email. Changes are effective upon posting or notification unless otherwise specified.

No Waiver: The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time. A waiver of any breach shall not constitute a waiver of any subsequent breach.