This Upgrade.Chat Operating Agreement for Affiliates, including all exhibits and attachments hereto and incorporated herein by reference (the "Agreement"), contains the complete terms and conditions that apply to a party's participation as an affiliate in the Affiliate Program of Upgrade.Chat (the "Program"). As used in this Agreement, "we", "us", or "Upgrade.Chat" (and its parent company and related entities), and "you" means the applicant party. "Site" means a World Wide Web site and, depending on the context, refers either to the Upgrade.Chat Site or to the portion of the Upgrade.Chat Site that you will link to using Qualifying Links.
You may join the Affiliate program by visiting https://upgrade.chat/affiliates and connecting your PayPal account to get started. Connecting your PayPal account to the Upgrade.Chat Affiliate Program implies acceptance to the terms set forth in this Agreement.We may reject your Application if, in our sole discretion, we determine for any reason that you are unsuitable for the Program.
Promote sexually explicit material;
Promote violence or hate toward any persons or groups;
Promote illegal activities;
Promote alcohol, tobacco, gambling/lottery in any way;
Promote the use of pyramid, "ponzi", or similar investment schemes;
Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
Contain, in our sole judgment, material that is defamatory, fraudulent, or harassing to us or any third party;
Include "upgrade.chat", "upgradechat", "donatebot", "donatebot.net" or variations or misspellings thereof in their domain names;
Otherwise violate intellectual property rights of Upgrade.Chat or copy the "look and feel".
Disparage Upgrade.Chat affiliates, or their suppliers;
Are under construction or not live at the time of account linkage;
Provide a portion of their Referral Fees to websites or organizations that would violate any of the above criteria.
Attempt to tamper with, defraud, clone, copy, hack or damage Upgrade.Chat in any way.
In addition, Upgrade.Chat may, at its discretion, decline to accept, require adherence to an additional set of terms and conditions, or require the posting of specific copy for any website that (1) donates, directs or transfers any portion of their Referral Fees or affiliate benefits to any charitable website, education-related website, organization or program; or (2) provides rewards back to their members in the form of points or cash-back, or conduct other similar loyalty programs in connection with purchases made by members via their websites.
Regardless of your acceptance in the Program, we may terminate this agreement for any reason, at any time without liability to you or any other party uner any circumstances.
The terms of our acceptance criteria are subject to change at any time without prior notice.
All decisions for acceptance into the Program will be made within our sole discretion.
You should not and may not link to our Upgrade.Chat unless you are approved for the Program.
As a member of the Affiliate Program, you grant Upgrade.Chat permission to distribute any email communication/notification/SMS directly to you that Upgrade.Chat determines is necessary communication for you to receive in order to continue as a member of the Program, regardless of your choice to opt-out from certain communication.
Upon acceptance of these terms and upon the connection of your account, we will make available to you Qualifying Links that are subject to the terms and conditions of this Agreement. A "Qualifying Link" is a link from a website to our Site using one of the Universal Record Locators ("URLs") or graphic links provided by Upgrade.Chat. All Qualifying Links must link directly and exclusively to Upgrade.Chat. Use of the Qualifying Link will subject any websites the Qualifying link is on to the Terms and Conditions of this Agreement.
The Qualifying Links will serve to identify you website as a member of the Program and will establish a link from a website to our Site. All Qualifying Links that you will use in the Program will be provided to you from https://upgrade.chat/affiliates or by other means selected by us. You also agree that you will display on the website containing the Qualifying Link only those logos, trade names, trademarks, graphic images and similar identifying material ("Licensed Materials") that are provided by us or the link only and you will substitute such images with any new materials provided by us or our platform from time to time throughout the term of this Agreement.
Only VALID Qualifying Links will be tracked for purposes of determining Referral Fees that you may be eligible to receive on sales of Qualifying Products (as defined below) generated through your participation in the Program from https://upgrade.chat/affiliates You also agree to not to violate PayPal's Restricted Business terms: https://www.paypal.com/ga/webapps/mpp/ua/acceptableuse-full You also agree to not to violate Stripe's Restricted Business terms: https://stripe.com/restricted-businesses
Only Qualifying Links may be used to link a website to areas within our Site. You may post as many Qualifying Links to our Site as you like on a website, provided that you ensure that each website containing a Qualifying Link posted by you meets the terms of this Agreement, including without limitation, that such website does not fall into the "unsuitable website" category described in aforementioned sections of this agreement, does not fall into the "prohibitions" set forth by PayPal or Stripe, and you take responsibility for all websites on which you post a Qualifying Link. The position, prominence and nature of links on a website shall comply with any requirements specified in this Agreement but otherwise will be in your discretion.
You understand and acknowledge that this Agreement is made between you and Upgrade.Chat (and it's parent company) and is solely for the purpose of allowing you to link to the Upgrade.Chat Site.
As a condition to your acceptance and participation in the Program, you agree to the following prohibitions:
You may NOT:
engineer any website containing a Qualifying Link in such a manner that pulls Internet traffic away from Upgrade.Chat;
Create any derivitave work that would otherwise compete with Upgrade.Chat or use any content, styling, layout, descriptions, or develop any software, platform or content that in any way, shape or form mimics, emulates or copies the look and feel of Upgrade.Chat, Upgrade.Chat's features, styling, layout or code.
publish, link to, sell, otherwise distribute, or place a Qualifying Link on the same page or in close proximity to any Objectionable Content. For purposes of this Agreement, "Objectionable Content" means any material, including textual, audio or video material, which is offensive (including hate speech or violence against a particular group of people); contains any nudity, explicit violence or sexual material; contains depictions of violent or sexual acts; is defamatory to any group or individual; or promotes alcohol, tobacco, or gambling/lottery;
attempt to modify, alter, damage, clone, copy, attack, defraud or hack our Site in any way;
attempt to steal, poach, solicit, contact or pitch to any clients or merchants of Upgrade.Chat
make any representations, either express or implied, or create an appearance that a visitor to your website is visiting our Site, e.g., "framing" or "wrapping" the Site in any manner without first obtaining in advance our express written permission.
"scrape" or "spider" the Site or any other websites for content (such as images, logos or text);
place ads on, or participate in any way in, AdNetworks or Search Content Networks;
employ, use or place any web browser add-ons, toolbars or pop-ups on your website;
bid on our Trademarks at any website that provides search engine services and that results in driving traffic to any website, other than our Site, including your website;
engage in any direct or indirect relationships with ISPs and/or mobile carriers that results in the delivery or act of address bar keyword and URL error trafficking (e.g., a user mistypes a web address in the ISP's address bar or search bar, and, as a result, is redirected to a web page that contains a Qualifying Link that directs the user to sites like Upgrade.Chat).
employ the use of any type of software download or technology which attempts to intercept or redirect traffic or Referral Fees to or from any website;
use any Trademark, or any Licensed Materials of Upgrade.Chat, provided to you as a result of your participation in the Program to advertise or engage in services which result in a sale/referral occurring on your website.
without the prior written approval of Upgrade.Chat, use any Trademark, or any Licensed Material in an advertisement that is not created or provided by Upgrade.Chat in any way that might suggest or imply or mislead or is likely to mislead a visitor to your website into believing that Upgrade.Chat or any related entity was the creator or sponsor of such advertisement;
re-distribute Licensed Materials (as defined in Section 2) to websites which can reasonably be viewed as Upgrade.Chat's competitors.
re-distribute, display or syndicate Licensed Materials and/or Upgrade.Chat's datafeed, including any product information set forth therein, to any third party partner, network or agency;
employ, use, or receive any direct or indirect benefit from, any "cookie stuffing" methods (e.g., use of "cookie stuffing" to cause tracking systems to conclude that a user has clicked through a Qualifying Link - and to pay commissions accordingly - even if the user has not actually clicked through any such link);
install spyware on another person’s computer; cause spyware to be installed on another person’s computer, or use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising other content on a website in a way that interferes with a person’s ability to view that website;
display any material on a website containing a Qualifying Link which contains viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines;
release Upgrade.Chat's privileged information, forward, redistribute, or otherwise repurposed any or all Qualifying Links to any third party; information prior to their authorized release dates; or
sign up using your own Qualifying link or an alternate account's Qualifying link for the purpose of reducing your merchant fees from Upgrade.Chat
Electronic Communication includes email messages, text messages, and any other form of non-verbal communication occurring without the use of physical mail. You may NOT do any of the following using Electronic Communication unless you first obtain in advance Upgrade.Chat's express written permission. These prohibitions are in addition to, and not in place of, all prohibitions and restrictions that you are bound to under the Upgrade.Chat, PayPal and Stripe's terms of service, as amended. You may not:
generate or use Electronic Communication using or containing Trademarks, logos of Upgrade.Chat, or any variation or misspelling thereof, or products, or any of the Qualifying Links or URLS provided to you as part of the Program;
send any other Electronic Communication that in any way suggests or implies or misleads or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that Upgrade.Chat or any related entity was the sender or sponsor of such Electronic Communication or procured or induced you to send such Electronic Communication;
forward, redistribute, or otherwise re-purpose any Electronic Communication that Upgrade.Chat sends to its affiliates and/or customers; and
generate or send any unsolicited Electronic Communication (spam) under this Agreement
randomly contact or direct message any users in violation of Discord's Terms of service.
In addition to the requirements and prohibitions regarding use of the Trademarks set forth in Exhibit A, and incorporated herein by reference, you may NOT:
use the Trademarks in any manner not expressly authorized by this Agreement.
use the Trademarks, or any variation or misspelling thereof, in metatags, hidden text or source code, in your domain name or any other part of your URL as further detailed in Exhibit A;
bid on keywords as further detailed in Exhibit A;
bid on our Trademarks at any website that provides search engine services and that results in driving traffic to any website, other than our Site, including your website;
use Upgrade.Chat's vendors or suppliers' logos, trade names, trademarks, graphic images, product images, product references and similar identifying material.
Copy, clone, mimic the "look and feel" of Upgrade.Chat or it's layout.
In addition, you are bound to act in compliance with all applicable federal, state and local laws and regulations, including without limitation, the CAN-SPAM Act of 2003 ("CAN-SPAM") and the Children’s Online Privacy and Protection Act of 1998 ("COPPA"). You shall protect, defend, indemnify and hold harmless us and our parent and related entities from and against any claims, actions, liabilities, losses, damages, costs or expenses, including without limitation, attorneys' fees and costs of litigation, even if such claims are groundless, fraudulent or false, incurred by us or our parent or related entities arising out of any content or activity by you or on your website or resulting from or in connection with your violation of any of the terms or prohibitions contained in this Agreement or any law, rule or regulation, including without limitation, claims for violations of third party intellectual property rights, and rights of privacy, including but not limited to CAN-SPAM and COPPA.
To permit accurate tracking, reporting, and fee accrual, you must ensure that your Qualifying Links are properly formatted. Upgrade.Chat will not be responsible for improperly formatted links regardless of whether you have made amendments to the code or not. In addition, we are unable to track or provide credit for sales from customers that are referred to us with browsers that do not have their cookies setting enabled. If a Qualifying link is not credited or attributed for any reason during a Merchant's signup, there is no recourse or responsibility to pay out in this instance. There is no way to add credit or tag a merchant with your affiliate ID after a user has signed up.
We will pay you Referral Fees on sales generate by merchants who Sign up with Upgrade.Chat and successfully sell roles products or items via their Upgrade.Chat integration. For a product sale to generate a Referral Fee, the customer must
use a browser that has its cookies setting enabled;
follow a Qualifying Link (in the format specified by Upgrade.Chat)
have used your Qualifying Link to connect their PayPal or Stripe account
remit full payment to the referred merchant without a refund, reversal, dispute.
We will pay, to PayPal for ultimate payment to you, Referral Fees on products that are actually purchased by a customer from your Referred Merchant with your Qualifying link for every qualified purchase for thirty (30) calendar days after the merchant has initially installed Upgrade.Chat ("Referral Fee Time"). We will not pay Referral Fees on any products that are purchased on our Site or with any Merchant when a customer has re-entered our Site (other than through a Qualifying Link from your website) after the Referral Fee Time, even if the customer previously followed a link from your website or through your referral link posted anywhere to our Site. Referral Fees will not be earned on products where a customer's purchase of the product or where a merchant installed Upgrade.Chat derived from search results driven from free or natural search; this includes results containing Qualifying Links displayed in a search engine's free/non-paid, natural, or organic search results in response to a search query which sends customers directly to Upgrade.Chat without the customer first being sent to an affiliate site and the customer clicking on a link to arrive at Upgrade.Chat.
You will earn Referral Fees based on the sale price of Qualifying Products (as defined above), according to fee schedules to be established by us. Referral fees excludes costs for shipping, handling, rebates, refunds, returns, chargebacks, cancellations and taxes.
1% of all Upgrade.Chat Collected fees from a merchant referred by your Qualifying Link
Referral Fee Earning Time is 30 days from the INSTALLATION of Upgrade.Chat (This is regardless if the merchant makes any sales or connects any payment accounts)
Referral Fees are paid out 30 days after the Referral Fee Earning Time has expired to the connected PayPal account that was used to sign up for the Upgrade.Chat affiliate program.
You acknowledge that in such circumstances, you will accept the Referral Fee Rates and payouts actually paid to you. We reserve the right, at our sole discretion, to change, modify, add or remove portions of this Referral Fee Schedule, at any time.
Approximately 30 days following the end of each calendar month, you will receive a PayPal payment to the connected PayPal account that was used to sign up for the Upgrade.Chat affiliate program for the allotted Referral Fees earned by the merchant referred by your Qualified Link in accordance with these terms, less any taxes that we, PayPal, Stripe or associated platforms are required by law to withhold from the final payment to you. All determinations of Qualifying Links and whether a Referral Fee is payable will be made by Upgrade.Chat and will be final and binding. We have no obligations to you, or any third party for payment.
We grant you a limited, nonexclusive, nontransferable, revocable right to access our Site through the Qualifying Links solely in accordance with the terms of this Agreement and solely in connection with the Licensed Materials, only as provided to you by us, our affiliates, marketing, or by other means selected by us, and solely for the purpose of identifying your website as a Program participant and to assist in generating the sales for Upgrade.Chat merchants or acquiring new merchants for Upgrade.Chat which will be deemed ("Upgrade.Chat's Merchants").
You acknowledge that this Agreement does not provide you with any intellectual property rights in the Licensed Materials other than the limited rights contained herein. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. You may not sublicense, assign or transfer any such licenses for the use of the Licensed Materials, and any attempt at such sublicense, assignment or transfer is void. We may terminate your license to use the Licensed Materials for any reason at any time in our sole and absolute discretion. You agree to follow our Trademark Requirements, as those may change from time to time. We may revoke your license at any time for any reason by written notice to our public forums or directly to your email / account.
You will be solely responsible for the development, operation, and maintenance of your website and for all content that appears on your website. For example, you will be solely responsible for:
the technical operation of your website and all related equipment;
creating and posting product descriptions on your website or a Third Party Site and linking those descriptions to our Site;
ensuring that materials posted on your website or a Third Party Site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), or any term of this Agreement;
monitoring your website content and the content of a Third Party Site to ensure your website or the Third Party Site does not publish, link to, sell or otherwise distribute Objectionable Content (as defined in Section 3);
removing any Licensed Materials and Trademarks from your website or a Third Party Site as soon as any Objectionable Content appears on the website.
notifying us of any Objectionable Content that appears or appeared on your website or a Third Party Site at any time during your participation in the program, within six (6) hours of its appearance, even if you immediately removed the Objectionable Content per the requirements of this Agreement or for any other reason;
ensuring that content posted on your website or a Thrid Party Site is not libelous, defamatory, infringing on anyone's content (including Upgrade.Chat) or otherwise illegal; and
notifying us of any malfunctioning of the Qualifying Links or other problems with your participation in the Program in accordance with the terms of this Agreement.
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your website.
The term of this Agreement will begin upon our acceptance of your Application and will end when terminated by either party. You may terminate this Agreement at any time, with or without cause, by disconnecting your PayPal account and deleting your connection with Upgrade.Chat. We may terminate this Agreement immediately at any time, with or without cause, by removing your PayPal account, Connection and Qualifying Links. Upon termination, all Upgrade.Chat related content and links shall be promptly removed from your website, social media and any other Third-Party sites . You are only eligible to earn Referral Fees on sales of Qualifying Products occurring during the term, and fees earned through the date of termination will remain payable only if the related merchants are still active and orders are not canceled or returned. In the event over-payment is made by us, you agree to promptly remit such excess payment upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our Site or this page. We will also make commercially reasonable efforts to notify you of such changes prior to or upon implementation. Modifications may include, for example, changes in the scope of available Referral Fees, Referral Fee Schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE AND/OR SENDING YOU THE CHANGE NOTICE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE AS WELL AS OUR TERMS.
You and Upgrade.Chat are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website, social media, Third-Party Website or otherwise, that reasonably would contradict anything in this agreement or section.
You acknowledge that by entering into and performing its obligations under this Agreement, we do not assume, should not and will not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of your website(s), social media or your associations. Accordingly, in addition to any other indemnification obligations contained in this Agreement, you shall protect, defend, hold harmless and indemnify us and our parent or related entities from and against any and all claims, actions, liabilities, losses, costs and expenses, even if such claims are groundless, fraudulent or false (including court costs and reasonable attorneys' fees) incurred as a result of claims of customers or other third parties against us and our affiliates, licensors, suppliers, officers, directors, employees and agents arising from or connected with any of the content or activities of your website (including without limitation any activities or aspects thereof or commerce conducted thereon) or related business, or your misuse, unauthorized modification or unauthorized use of the services or materials provided by us hereunder.
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, our Terms, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed one United States Dollar. ($1.00 USD).
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATIONS, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
This Agreement will be governed by the laws of the United States and the state of New York, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts having jurisdiction and venue in or for Westchester County, New York and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
You may not bid on any keyword or on any Pay per Click Search Engines (PPCSEs) where such keyword is one of our Trademarks or any variation or misspelling of one of our Trademarks (see the non-exclusive list of examples set forth below in Section 15). Further, you may not bid on any word or term that is confusingly similar to any of our Trademarks standing alone. You may, however, bid on keyword strings that incorporate our Trademarks (e.g., "Uprade.Chat", "Discord Payment Bot", etc); provided, however, that such permissible keyword strings must be used in a manner that directs traffic only to our Site.
You may not employ any "fat finger" domains or typosquatters redirecting web traffic to your website. A typosquatter for "fat finger" domain is any domain that amounts to misspellings of any registered or unregistered Trademarks or similar sounding names to Upgrade.Chat.
You shall not create, publish, distribute, make or permit any public announcement of this Agreement or the relationship contemplated hereunder, (including, but not limited to, any press release, client list, screen shot, advertisement or any promotional material) without first submitting such material to us and receiving our written approval, which we may withhold or decline in our sole discretion.
Except as otherwise provided in this Agreement or with our prior written consent, if you are a paid advertiser, influencer, or contractor for Upgrade.Chat, you are excluded from any and all contest(s) that Upgrade.Chat hosts. Please see full contest(s) terms of service for Upgrade.Chat here: https://docs.upgrade.chat/terms-of-service#contests
Except as otherwise provided in this Agreement or with our prior written consent, you agree that all information including, without limitation, the terms of this Agreement, our business and financial information, our customer lists and purchase history, and our pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than you or your affiliates.
Violation of any of the terms or prohibitions contained in this Agreement may result in, among other things, (a) the immediate termination of this Agreement; (b) the withholding of Referral Fees due to you; or (c) the commencement of legal action by Upgrade.Chat against you seeking, without limitation, injunctive relief, recovery of actual, statutory or punitive damages.
We have the right in our sole and absolute discretion to monitor your website, social media or Third Party sites containing your Qualifying Links at any time and from time to time to determine if you are in compliance with the terms of this Agreement, and you agree to provide us with unrestricted access to your website, social media or Third Party sites containing your Qualifying Links for such purposes.