These Terms of Service ("Agreement") govern your participation in the Upside Affiliate Program (“Program”) operated by Upside.tools (“Upside,” “we,” “our,” or “us”). By enrolling in the Program, you (“Affiliate,” “you,” or “your”) agree to be bound by the following terms.

1. Eligibility

To participate, you must:

Be at least 18 years old (or the legal age in your jurisdiction).

Have a valid U.S. bank account and taxpayer information (W-9).

Operate a platform, website, social media channel, or audience that complies with applicable laws and does not promote unlawful or misleading content.

We reserve the right to approve or reject any application at our sole discretion.

2. Affiliate Responsibilities

You agree to:

Promote Upside.tools in a lawful, ethical, and non-deceptive manner.

Only use approved marketing materials and accurate descriptions of Upside’s services.

Clearly disclose your affiliate relationship (in accordance with FTC guidelines).

Not misrepresent your relationship with Upside or falsely claim endorsement.

You are solely responsible for your promotional channels and all content you publish.

3. Commission Structure

Affiliates will be paid based on one of the following models, as specified in your approval email:

Revenue Share: A percentage of net revenue generated by referred users.

Commission details, including structure and payout frequency, will be outlined in your onboarding documentation.

4. Tracking & Attribution

We use referral links, coupon codes, etc. to attribute users. A referral is only valid if:

The user signs up using your unique link or code.

The user completes a qualifying action (e.g., subscription or payment).

We are not responsible for incorrect tracking due to browser settings, ad blockers, or user error.

5. Payouts

Payouts are issued monthly, typically by the 10th of each month, for the prior month’s activity.

You must provide accurate and up-to-date payment details.

Minimum payout threshold: [$200]. Unpaid balances roll over to the next cycle.

All earnings are subject to review for fraud or violation of terms.

6. Prohibited Activities

You may not:

- Engage in spam, unsolicited messages, or misleading advertising.

- Bid on Upside’s brand name, trademarks, or variations thereof in paid search.

- Operate coupon or incentive sites without written approval.

- Use cookie stuffing, forced redirects, or deceptive tactics.

- Violations may result in account termination and forfeiture of unpaid commissions.

7. Termination

Either party may terminate this Agreement at any time with written notice. Upon termination:

You must remove all Upside-related links and materials.

Outstanding commissions for valid referrals will be paid, unless fraud or breach of terms is found.

8. Intellectual Property

You are granted a limited, non-exclusive license to use Upside’s name, logos, and promotional materials solely for Program purposes. All rights remain with Upside.

9. Limitation of Liability

We are not liable for indirect, incidental, or consequential damages, including loss of income due to tracking issues or system downtime. Our total liability under this Agreement shall not exceed the amount of commissions paid to you.

10. Independent Contractor Status

You are an independent contractor. Nothing in this Agreement creates a joint venture, partnership, or employer-employee relationship.

11. Governing Law

This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles.

12. Modifications

We reserve the right to update or modify these Terms at any time. Continued participation in the Program after changes are made constitutes acceptance of the new terms.