Affiliate Program Terms and Conditions

Official Affiliate Platform: Impact.com. The Upmos Affiliate Program is operated on the Impact.com Partnership Cloud. Approved Affiliates work through the Upmos Partner Portal at affiliates.upmos.com (powered by Impact PartnerPro). Through Impact you receive: real-time click + conversion dashboards, auto-generated tracking links, FTC-compliant disclosure tooling, automated W-9 / W-8BEN tax-form collection, monthly auto-payouts (PayPal, BACS, ACH, paper check, or wire), built-in fraud monitoring, and a creative library. Apply at app.impact.com (Marketplace search: “Upmos Marketplace”).

Affiliates working through an approved network (ShareASale, CJ Affiliate, Awin, Rakuten Advertising) remain bound by these Terms in addition to the network’s own rules. Impact.com is the primary platform for direct partnerships; networks are accepted for partners already onboarded there.

Conflict-of-Interest Disclosure. Affiliates may simultaneously participate in affiliate programs operated by other retailers or marketplaces. However, the Affiliate must disclose to Upmos any concurrent or upcoming paid affiliate, endorsement, or sponsored-content relationship with the following Direct Competitor List when that relationship covers the same product category the Affiliate promotes for Upmos:

• Marketplaces: Amazon (incl. Amazon Influencer Program), Walmart, Target, eBay, Etsy, AliExpress, Temu, Shein, Alibaba, Mercari, Poshmark.
• Vertical-specific: Wayfair (home), Sephora / Ulta (beauty), Best Buy (electronics), iHerb / Vitacost (supplements), REI (outdoor).
• Loyalty / cashback aggregators only count as a conflict if they offer category-exclusive promotion to a single retailer in your active category.

Disclosure mechanism: Submit the relationship and category overlap in Impact PartnerPro under “Conflict Disclosures” within 30 days of (a) joining the Upmos program if a competitor relationship exists at that time, or (b) entering into a new competitor relationship while an Upmos Affiliate. Disclosure does not require terminating the competing relationship — it preserves the Affiliate’s freedom to operate across multiple programs. Material undisclosed conflict is grounds for termination and clawback of commission earned during the undisclosed period.

Brand-Exclusive partners are subject to category-exclusivity terms in their Insertion Order, which override this default disclosure rule.

Affiliate Representations & Warranties. By applying to and continuing to participate in the Upmos Affiliate Program, the Affiliate represents and warrants on a continuing basis that:

1. The Affiliate has the full legal capacity, power, and authority to enter into and perform these Terms; if entering on behalf of an entity, the signatory is duly authorized to bind that entity.
2. The Affiliate is at least 18 years of age (or the age of majority in their jurisdiction, if higher) and is not a minor under applicable law.
3. The Affiliate is not on the OFAC Specially Designated Nationals (SDN) List, the U.S. Department of Commerce Entity List, the U.S. Department of State Debarred Parties List, the UK HMT Consolidated List, the EU Consolidated Sanctions List, or any equivalent sanctions list.
4. The Affiliate’s websites, social-media accounts, mailing lists, applications, and other media properties used to promote Upmos do not infringe any third party’s intellectual-property, publicity, privacy, or contractual rights, and comply with all applicable laws.
5. The Affiliate has provided accurate, complete, and current tax-form information (W-9 / W-8BEN / W-8BEN-E) in Impact PartnerPro and will promptly update such information upon any change.
6. All disclosures made in connection with Upmos promotions will comply with the FTC Endorsement Guides (16 C.F.R. Part 255), the FTC Native Advertising Guide, the FTC Reviews Rule (16 C.F.R. Part 465), and equivalent foreign requirements (EU DSA Article 26, UK CAP Code, Australian AANA Code, etc.).
7. The Affiliate will not make any false, misleading, or unsubstantiated claims about Upmos, Upmos products, vendor products, Go memberships, Upmos Honors, or pricing; will not impersonate Upmos staff or any other person; and will not represent themselves as an employee, agent, or official spokesperson of Upmos.
8. The Affiliate will maintain reasonable security over their Impact PartnerPro credentials, tracking links, and promo codes; and will notify Upmos within 72 hours of any known or suspected unauthorized access.

A material breach of any of the above is grounds for immediate termination under §Term and Termination and full clawback of any commissions earned during the period of breach.

Legal Relationship — Independent Contractor. Affiliates participate as independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, employer-employee, franchise, fiduciary, or principal-agent relationship between Upmos and any Affiliate. Affiliates are not entitled to employment benefits, workers’ compensation, unemployment insurance, or any other employee-related entitlements. For California Affiliates, this classification satisfies the ABC test under California Labor Code § 2750.3 (AB 5) (prong B: services performed outside the usual course of Upmos’s business; prong C: Affiliate is engaged in an independently established marketing business). Comparable independent-contractor frameworks under New York Labor Law § 511, New Jersey Wage Payment Law, Massachusetts G.L. c. 149 § 148B, and Illinois 820 ILCS 185 apply where the Affiliate resides. Affiliates are solely responsible for their own federal, state, and local income tax, self-employment tax, social security contributions, and any required business licenses.

If applicable law in your jurisdiction reclassifies you as an employee, you agree to notify Upmos in writing immediately at legal@upmos.com so the relationship can be terminated or restructured.

Most-Favored-Nations (MFN) Clause — Brand-Exclusive Tier Only. If Upmos enters into a new Brand-Exclusive Insertion Order with any third party covering the same product category and substantially equivalent commitment profile as an existing Brand-Exclusive Affiliate, and the new agreement provides materially better economic terms (>10% higher effective commission rate, >25% higher membership bounty, or materially better non-economic terms such as exclusive promotional placements), the existing Brand-Exclusive Affiliate’s rates will be automatically adjusted to match the better terms within the next regular commission cycle.

• Scope. MFN applies only to Brand-Exclusive partners under an active Insertion Order. Standard and Content Creator tier Affiliates are governed by the published rate schedule.
• Substantially equivalent commitment. “Substantially equivalent” means comparable trailing-90-day commission volume (±20%), comparable exclusivity scope (same category and traffic-source restrictions), and comparable minimum-commitment term (±3 months).
• Notification. Upmos will notify affected Brand-Exclusive partners within 30 days of the triggering agreement’s effective date and apply the new rates on the next regular commission cycle.
• 12-month review cycle. Brand-Exclusive partners may request an MFN audit once per 12-month period; Upmos will confirm in writing whether any triggering agreement has occurred.
• Exclusions. MFN does not apply to one-time promotional bonuses, seasonal commission boosts (e.g., Black Friday +50%), test-market terms with a documented sunset date, or non-cash perks (free product, conference comps, dedicated-manager assignments).

MFN is a single-direction protection: it does not allow a Brand-Exclusive partner to lock in inferior terms while demanding parity with later, more favorable agreements that the Affiliate would not itself qualify for.

Member-Bounty Edge Cases. The following rules apply to membership bounty (Go & Upmos Honors) edge cases. They are designed to prevent fraud and to treat the originating Affiliate fairly when member behavior changes after signup:

• Tier upgrades within 30 days. If a member signs up at a lower Go tier (e.g., Go Select Annual, $20 bounty) and upgrades to a higher tier (e.g., Go Exclusive Annual, $40 bounty) within 30 days of original signup, the differential bounty ($20 additional) is paid to the originating Affiliate. The upgrade is treated as one continuous membership for clawback and renewal-tracking purposes.
• Tier downgrades within 30 days. If a member signs up at a higher tier and downgrades within 30 days, the original bounty is partially reversed to the lower-tier bounty amount; the difference is clawed back from the Affiliate.
• Cancel + rejoin within 90 days. If a member cancels and then rejoins (via the same or any other Affiliate’s link) within 90 days of the original signup, no second bounty is paid. The originating Affiliate retains credit for retention. After 90 days, a new signup qualifies as a new bounty event.
• Gift subscriptions. If a user purchases a Go or Honors subscription as a gift for a third party, the bounty is paid to the Affiliate whose link the purchaser clicked — not the recipient. Gift-recipient activation does not separately trigger a bounty.
• Re-attribution caps. Within any rolling 12-month period, no single end-user may generate more than two membership-bounty events across all Affiliates (signup + tier-change). This prevents bounty-cycling abuse.
• Account-sharing detection. If Upmos’s fraud-detection systems determine that multiple member accounts share the same payment method, IP address, device fingerprint, or shipping address in a pattern indicative of bounty cycling, subsequent bounties on those accounts may be voided, and Impact may flag the Affiliate for review under §Prohibited Practices.

Auto-Tier Promotion — Based on Trailing-90-Day Commission. Affiliates are automatically considered for tier promotion every calendar month based on trailing-90-day net commission earned through the Upmos program in Impact PartnerPro:

• Standard → Content Creator tier: automatic promotion when an Affiliate earns $5,000 USD or more in trailing-90-day commission, OR independently verifies 50,000+ aggregated reach across connected social platforms in PartnerPro.
• Content Creator → Brand-Exclusive: available by invitation when an Affiliate earns $25,000 USD or more in trailing-90-day commission. Promotion requires signing a Brand-Exclusive Insertion Order including category-exclusivity terms and a 12-month minimum commitment.
• Auto-demotion safeguard. If trailing-90-day commission drops below 50% of the tier’s qualification threshold for two consecutive months, Affiliates are automatically demoted to the next lower tier with 30 days’ written notice, taking effect on the first day of the following month. Commission already earned at the higher tier is not retroactively adjusted.

Promotion decisions are non-negotiable and based on Impact’s reported metrics; Affiliates who believe their tier assessment is in error may submit a review request to affiliates@upmos.com within 14 days of the monthly assessment.

Promo Code Attribution — Beyond Last-Click. In addition to last-click cookie / S2S attribution, Affiliates receive commission on purchases that use a unique Affiliate-specific promo code at checkout, regardless of cookie state or referrer. Promo codes are critical for podcast, YouTube pre-roll, audio, video, and offline placements where users hear a code (“use code CREATORNAME10 for 10% off”) but never click a link.

How it works:

• Approved partners only. Brand-Exclusive and Content Creator tiers may request a unique promo code via Impact PartnerPro. Standard-tier Affiliates may request codes after 90 days of active participation and a minimum of $500 in trailing commission.
• Code format. Codes are issued in the format CREATORNAME-NN (letters + digits, 6–20 chars, no special characters). One unique code per Affiliate; codes are non-transferable.
• Commission rate. Promo-code orders earn the Affiliate’s standard commission rate per the schedule above. The consumer discount (5%, 10%, etc.) reduces the commissionable net-sales amount accordingly.
• Stacking. Promo codes cannot stack with site-wide sales, member-only Honors discounts, or Upmos-issued promotional codes. Code attribution is the most-recent code applied at checkout; if a user enters a code and then a non-Affiliate code, the Affiliate code prevails for attribution but the higher discount applies.
• De-duplication. If a user has both an active affiliate cookie AND uses an Affiliate promo code at checkout, the promo-code Affiliate receives 100% of the commission (promo code wins last-click).
• Code abuse. Self-attribution (the Affiliate using their own code) is prohibited and subject to clawback. Codes leaked to coupon-aggregator sites that are not in the Affiliate’s approved category will be deactivated; commissions on aggregator-leaked traffic are reversed.

Unlocked traffic sources: podcast hosts, YouTube creators with audio-only audiences, audio-streaming partners, OTT/CTV creators, print & out-of-home placements, in-store events, conference appearances — any channel where clicks are impractical but a memorable code is.

First-Click Bonus Program — Multi-Touch Attribution (Optional). In addition to the default last-click attribution, top-of-funnel Affiliates (review sites, brand-awareness content, podcast sponsorship) may opt into a first-click bonus in PartnerPro.

• How it pays. When a consumer’s first-ever attributable click during the cookie window was an Affiliate link, that Affiliate receives 25% of the standard last-click commission on the converting order — in addition to the last-click Affiliate receiving the full standard commission.
• Total commission cap. Combined first-click bonus + last-click commission cannot exceed 125% of the standard rate; if first-click and last-click are the same Affiliate, the standard rate is paid (no double-dipping).
• Eligibility. First-click bonus must be enabled per-Affiliate by Upmos via PartnerPro; defaults to off. Brand-Exclusive partners may negotiate alternative attribution weighting (e.g., U-shape, linear) in their Insertion Order.

Mutual Tax Indemnification. Each party is responsible for its own taxes on its own income and indemnifies the other party for tax claims arising from the indemnifying party’s own actions or status:

• Affiliate indemnifies Upmos for: (a) any federal, state, or local income tax, self-employment tax, business-tax, or franchise-tax assessed on the Affiliate’s commission income; (b) any back-withholding, penalties, or interest resulting from inaccurate or untimely tax-form (W-9 / W-8BEN / W-8BEN-E) submissions by the Affiliate; (c) any reclassification claim that the Affiliate was actually an employee rather than an independent contractor (cited at §Eligibility), including any associated employer-side payroll-tax assessment, wage-and-hour back-pay, or benefits assessment;(d) any tax claim arising from the Affiliate’s failure to register or file in jurisdictions where the Affiliate has tax-residency or substantial business presence.
• Upmos indemnifies the Affiliate for: (a) state and local sales and use tax on Marketplace transactions (Upmos is the Marketplace Facilitator of record and bears this responsibility); (b) any tax claim arising from Upmos’s failure to issue accurate Form 1099-NEC or Form 1042-S; (c) any tax penalty resulting from Impact’s misapplication of treaty-rate withholding on payments made through Impact PartnerPro to a non-U.S. Affiliate who has a valid W-8BEN / W-8BEN-E on file.
• Notification. The indemnified party must promptly notify the indemnifying party of any covered claim within 30 days of receiving notice, allow the indemnifying party to control the defense (with mutually-acceptable counsel), and reasonably cooperate.
• Indemnification cap. Tax indemnification is exempt from the aggregate Limitation of Liability cap in §Liability and Indemnification; each party’s tax-indemnification obligation is capped at the actual amount of the disallowed tax / penalty / interest plus reasonable defense costs, with no aggregate dollar cap.

State Sales Tax & Nexus — Allocation of Responsibility. Upmos is responsible for collecting and remitting all applicable U.S. state and local sales and use tax on Marketplace transactions, including but not limited to states that have enacted “affiliate nexus” or “click-through nexus” statutes (currently including NY, CT, AR, RI, NC, IL, CA, MN, WA, PA, GA, and others). Participating in the Upmos Affiliate Program does not create a tax-collection obligation on the Affiliate for sales generated through their links. Upmos is the recognized marketplace facilitator under the Marketplace Facilitator Laws of each U.S. state in which it is registered.

Affiliate income tax. Commission payments to the Affiliate are not subject to sales tax — they are compensation for services. The Affiliate is solely responsible for federal, state, and local income tax (or equivalent foreign-jurisdiction tax) on commission income, self-employment tax (where applicable), and any business-license, registration, or franchise-tax obligations in the Affiliate’s home jurisdiction.

Non-U.S. Affiliates — Form 1042-S Withholding. Payments to non-U.S. Affiliates are generally subject to U.S. federal withholding tax at 30% on payments treated as U.S.-source income, pursuant to Internal Revenue Code § 1441–1442. Most U.S. tax-treaty partner countries provide a reduced rate (commonly 0% to 15%) for service / royalty income; the reduced rate applies only when a valid Form W-8BEN (individuals) or W-8BEN-E (entities) claiming treaty benefits is on file before the payment date.

• What Impact does for you: Impact PartnerPro collects W-8BEN / W-8BEN-E during onboarding, validates Tax Identification Numbers (TINs) where applicable, applies the correct withholding rate based on your country of tax residence and treaty status, and issues Form 1042-S to you and the IRS each calendar year.
• If no W-8 is on file: the default 30% backup withholding rate applies until valid documentation is received; under-withheld amounts are not retroactively recoverable from Upmos.
• FATCA / CRS reporting: Affiliates whose payments meet FATCA (U.S. Foreign Account Tax Compliance Act) or CRS (OECD Common Reporting Standard) reporting thresholds may be reported by Impact to applicable tax authorities.

Tax-treaty rates depend on your country — consult your tax advisor. Upmos cannot advise on individual tax-treaty positions.

International Compliance Regimes — Beyond U.S. FTC. Affiliates marketing to audiences outside the United States must comply with the following regimes in addition to U.S. FTC rules:

Canada

• CASL (Canada’s Anti-Spam Legislation, S.C. 2010, c. 23). Affiliates running commercial-electronic-message (CEM) campaigns into Canada must have valid express or implied consent for each recipient, identify themselves and Upmos clearly in every message, and provide a functioning unsubscribe mechanism honored within 10 business days. CASL penalties reach CAD $10 million per violation (corporate) and CAD $1 million (individual).
• PIPEDA (Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5) and Quebec Law 25 (Act respecting the protection of personal information in the private sector, effective 22 Sept 2023). Affiliate cookie-based tracking of Canadian visitors requires consent meeting PIPEDA / Law 25 standards; Quebec residents have additional rights to data portability and algorithmic-decision transparency.

European Union & United Kingdom

• GDPR Article 8 — Children’s Consent. EU/EEA member states set the age of digital consent between 13 and 16 (most lowered to 13; Germany, Italy, and the Netherlands set 16; France set 15). Affiliates targeting EU minors must obtain verifiable parental consent in accordance with the applicable member state’s age threshold — not the U.S. COPPA threshold of 13.
• UK GDPR + PECR (Privacy and Electronic Communications Regulations 2003) for UK email/SMS affiliate marketing. UK age of digital consent is 13.
• ePrivacy Directive (2002/58/EC, as amended) governs cookies and similar tracking on EU/EEA traffic; consent must be obtained before setting any non-essential cookies (including affiliate-tracking cookies).

Latin America & Asia-Pacific

• LGPD (Brazil) — Lei Geral de Proteção de Dados Pessoais (Law No. 13.709/2018), in force since 18 Sept 2020. Affiliates processing Brazilian personal data must have a legal basis under Article 7 and honor data-subject rights under Article 18; Brazilian children’s data (under 12) requires specific parental consent under Article 14.
• Australian Privacy Principles (APP) under the Privacy Act 1988 — especially APP 1 (open and transparent management), APP 7 (direct marketing) and APP 8 (cross-border disclosure). The Spam Act 2003 imposes equivalent CAN-SPAM-style requirements on email affiliate campaigns into Australia.
• India DPDP Act (2023), Singapore PDPA, Japan APPI, South Korea PIPA — Affiliates with substantial audience in these jurisdictions are responsible for local compliance; Upmos provides DPA addenda for these regions on request.

The above is a non-exhaustive summary. Affiliates are responsible for compliance in every jurisdiction where their audience is located. Material breaches of foreign privacy or anti-spam law are grounds for immediate termination.

Clear & Conspicuous Standard (FTC Native Advertising Guide). Disclosures must be (a) placed at the start of the content or adjacent to the affiliate link, (b) in the same language and same font size/color contrast as the surrounding content, (c) not hidden behind a hover, “more” expander, tooltip, or footer link, (d) visible on mobile and desktop, and (e) understandable to the target audience without specialized vocabulary. Acceptable disclosure terms: Sponsored, Advertisement, Paid, Promoted, or #ad / #sponsored (the latter where space is constrained, such as X / TikTok bios).

Cite: FTC Endorsement Guides 16 C.F.R. Part 255 (Updated 2023); FTC Native Advertising: A Guide for Businesses (2015).

AI-Generated Affiliate Content — Disclosure & Limits. Affiliates may use generative-AI tools to create or assist with affiliate content. Where AI is materially responsible for the output, the content must include a clear, brief disclosure (e.g., “Image: AI-generated”, “Voice: AI”, “Video: AI-assisted”). Prohibited: AI-fabricated personal testimonials (“I used this product and…” when you did not); AI-generated synthetic likenesses of real people without documented written consent; AI-fabricated product specifications, prices, or guarantees; AI-impersonation of Upmos staff or any third party. Cite: FTC AI Guidance on Endorsements (2023); FTC Impersonation Final Rule 16 C.F.R. Part 461; FCC TCPA AI-Voice Ruling (February 2024).

EU Digital Services Act (Article 26) — Affiliate Placement Transparency. For affiliate placements shown to users located in the European Union, affiliates must comply with Regulation (EU) 2022/2065 Article 26: the placement must be identifiable in a clear, concise, unambiguous, and real-time manner as commercial communication; name the entity on whose behalf the placement appears (Upmos Inc.); name the entity who paid for the placement if different from Upmos; and provide meaningful information about the main parameters used to target the recipient.

EU cookie-based attribution requires GDPR Article 6(1)(a) consent on EU traffic. Upmos provides a Complianz-managed consent banner on upmos.com; affiliate cookies fire only after explicit consent.

Children’s Affiliate Marketing — COPPA Prohibition. Affiliates may not target affiliate placements to users under age 13 (as defined by 15 U.S.C. § 6501, the Children’s Online Privacy Protection Act). Content directed primarily to children (per the CARU Self-Regulatory Guidelines) is excluded from behavioral and interest-based affiliate attribution. See COPPA & Age Restriction Policy.

CCPA/CPRA & Global Privacy Control. When a California user invokes “Do Not Sell or Share My Personal Information” via our consent banner or via Global Privacy Control (GPC), Upmos suppresses cross-context affiliate attribution for that session. See CCPA/CPRA Compliance Policy.

User-Generated Content (UGC) Repurposing License. The Affiliate grants Upmos a non-exclusive, royalty-free, worldwide, sublicensable license to reproduce, display, distribute, modify, and create derivative works of Affiliate-Created Content (content created by the Affiliate that features, reviews, or promotes Upmos products, memberships, or services) for the following purposes:

• Re-posting on Upmos’s own social channels (Instagram, TikTok, X, YouTube, LinkedIn, Pinterest, Facebook) with attribution to the Affiliate;
• Paid social and display advertising (Meta Ads, TikTok Ads, YouTube Ads, programmatic display) with the Affiliate’s name credited;
• Email and SMS marketing sent to Upmos members and prospects;
• On-site placement on upmos.com, vendor product pages, the Bloom Dashboard, and affiliate-only landing pages;
• Sales / partner pitch materials, conference decks, investor presentations, and press releases.

Term. The license is effective on first publication of the Affiliate-Created Content and survives termination of the affiliate relationship for two (2) years, after which Upmos will cease new uses on a commercially reasonable timeline.

Affiliate retains ownership. The Affiliate retains all underlying copyright, trademark, and moral rights in the Affiliate-Created Content. Nothing in this license transfers ownership.

Carve-outs. Upmos will not (a) use Affiliate-Created Content in a manner that materially misrepresents the Affiliate’s opinion or experience; (b) use the Affiliate’s likeness in synthetic / AI-generated derivative content without separate written consent; (c) imply the Affiliate’s endorsement of products the Affiliate did not actually endorse; or (d) use the content after receiving a documented written opt-out from the Affiliate (subject to a reasonable wind-down period for in-flight campaigns).

Co-Marketing Rights. Brand-Exclusive and Content Creator tier Affiliates may participate in mutually-agreed co-marketing activities including joint webinars, podcast appearances, branded landing pages, and shared press releases. Co-marketing terms are set forth in each campaign’s Insertion Order or Statement of Work.

Inactivity & Performance Minimums. To keep the program healthy and prevent dormant-account fraud, Upmos may automatically deactivate Affiliate accounts that show no activity:

• No clicks for 6 consecutive months → account flagged for review; Affiliate receives an email warning with 30 days to log in and resume activity.
• No clicks for 9 consecutive months → account auto-deactivated. Pending commissions above the $50 minimum are paid out in the next Net-60 cycle; balances below the threshold are forfeited per the Impact PartnerPro inactivity clause.
• Reactivation: A deactivated Affiliate may reapply at any time. Reapplication is treated as a new application subject to standard review and the 90-day new-affiliate probation period.
• Inactivity does not affect Brand-Exclusive partners during a contracted minimum-commitment period.

Affiliate Offboarding & Data Portability. When an Affiliate relationship ends (whether by Affiliate resignation, mutual agreement, expiration, or termination by Upmos):

• In-flight conversions. Clicks that occurred before the termination date and convert within the standard 30-day cookie window are still attributed and paid to the offboarded Affiliate, subject to the standard 60-day return reserve.
• Final payout. Final commission disbursement is processed in the regular Net-60 cycle following the close of the final tracked conversion (typically 90 days after termination). The $50 minimum-payout threshold may be waived for final balances.
• Promo codes & tracking links. Any custom promo codes and tracking links are deactivated at the termination date; conversions referencing them after that date are not commissionable.
• Data portability. Affiliates may request a complete commission history export (clicks, conversions, commissions, payouts, tax forms) in machine-readable format (CSV or JSON) via Impact PartnerPro for up to 7 years after termination. This satisfies the data-portability rights under GDPR Article 20, CCPA § 1798.130(a)(2), and equivalent statutes.
• Data retention. Upmos retains tax-form copies (W-9 / W-8BEN / 1042-S) for 4 years after the year of the final payment, per IRS retention requirements. Aggregate, de-identified click + conversion data is retained for analytics indefinitely.
• No-recompete & no-disparagement. No general non-compete or non-disparagement obligations survive termination; Brand-Exclusive partners’ category-exclusivity terms survive only for the period specified in their Insertion Order.

Records Retention Obligation. For a period of three (3) years after the publication date of each piece of Upmos-related Affiliate content (extending to seven (7) years for tax records), the Affiliate must maintain reasonable records sufficient to demonstrate compliance with these Terms and applicable law:

• Creative versions used — copies (or archived screenshots / archived URLs via Wayback / Archive.today) of each social post, blog article, video description, email, podcast script, or other content published in promotion of Upmos.
• Disclosure-text screenshots — visual evidence that the required FTC / DSA / GDPR / CASL / etc. disclosure was visible at the time of publication, including any time-stamped takedown notice if the content was later removed.
• Insertion Order and Statement of Work copies — signed copies, amendments, and any documented per-campaign overrides.
• Tax forms — W-9 / W-8BEN / W-8BEN-E, 1099-NEC / 1042-S issued by Impact, and any state-specific filings — retained 7 years per IRS requirements.
• Compliance communications — emails or PartnerPro messages relating to creative approvals, COI disclosures, conflict-resolution, compliance audits, or FTC / regulatory inquiries.
• Promo code usage records — the dates and locations a unique promo code was advertised by the Affiliate, to support de-duplication of leaked-to-aggregator claims.

Audit response. Upon written request from Upmos, an FTC inquiry, a state Attorney General inquiry, or a request from a foreign regulator (DSA Coordinator, ICO, CNIL, BfDI, etc.), the Affiliate must produce relevant records within thirty (30) business days. If the records are subject to an active legal dispute or attorney-client privilege, the Affiliate must provide a privilege log within the same window.

Failure to maintain or produce records is a material breach of these Terms and may result in (a) immediate suspension of payouts; (b) extended hold of pending commissions pending resolution; (c) termination under §Term and Termination; or (d) clawback of commissions earned during the period for which records are unavailable.

Limitation of Liability — Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE AFFILIATE’S INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION AND BREACHES OF CONFIDENTIALITY, INTELLECTUAL PROPERTY RIGHTS, OR THE FTC / DSA / GDPR / CCPA / COPPA / OFAC COMPLIANCE OBLIGATIONS IN THESE TERMS, EACH PARTY’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE AFFILIATE PROGRAM — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE — SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100), OR (B) THE TOTAL COMMISSIONS PAID OR PAYABLE TO THE AFFILIATE BY Upmos UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Excluded Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY; OR COSTS OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE REASONABLY FORESEEABLE.

Statutory Carve-Outs. Nothing in this Limitation of Liability limits or excludes liability that cannot be limited or excluded under applicable law, including liability for (a) fraud or fraudulent misrepresentation; (b) gross negligence or willful misconduct; (c) death or personal injury caused by negligence (where applicable under UK / EU consumer-protection statutes); (d) statutory minimum damages available under the California Unruh Civil Rights Act, FTC Act, or similar consumer-protection statutes; and (e) any other liability that applicable law states cannot be excluded or limited. This cap aligns with the Terms of Use (§23), Acceptable Use Policy (§29), and Accessibility Compliance Policy (§13).

Force Majeure. Neither party will be liable for any failure or delay in performance under these Terms (other than payment of locked, undisputed commissions) caused by events beyond its reasonable control, including without limitation: acts of God, natural disasters (earthquakes, floods, hurricanes, wildfires), pandemics or public-health emergencies, war, terrorism, civil unrest, government action (sanctions, embargoes, lawful orders), labor disputes, Internet or telecommunications outages, Impact.com or other third-party platform downtime, Cloudflare or hosting-provider outages, cyber-attacks, ransomware, denial-of-service attacks, and any other event of force majeure recognized under the law of the State of Texas.

Affected party will provide prompt written notice and use commercially reasonable efforts to resume performance. If a force-majeure event extends beyond 60 consecutive days, either party may terminate the affected portion of the relationship on 15 days’ written notice without further liability. Commissions on conversions that occurred before the force-majeure event remain payable on the regular Net-60 cycle, subject only to a reasonable extension if Impact’s payment infrastructure is itself affected.