PROMOTION PARTNER AGREEMENT
Version
1.1
This Promotion
Partner Agreement (the "Agreement") is entered into by and
between Life Long Level Up, Inc., a corporation duly organized and
existing under the laws of the State of Delaware, USA, with its
address at 8TH THE GREEN STE 300, DOVER, DE 19901, Delaware, United
States (the "Company"), and an individual, sole proprietor,
or other person registering on the Company’s platform as a
promotion partner, referral partner, influencer, blogger, content
creator, or any other person attracting users to the Company’s
platform (the "Partner").
For the purposes of
this Agreement, the platform, interface, personal account, tracking
tools, links, dashboards, and other user services may be provided
under the Luvenica brand and/or through the Company’s affiliates,
contractors, resellers, technology partners, and other persons
authorized by the Company; however, the party to this Agreement and
the entity accruing compensation under it shall be Life Long Level
Up, Inc.
By clicking the
registration button, checking the acceptance boxes, creating a
partner account, receiving a referral link, posting promotional
materials, directing traffic to the Company’s platform, and/or
otherwise participating in the Company’s program, the Partner
confirms that they have fully read this Agreement, understood its
contents, and unconditionally accept its terms.
1.
Subject of the Agreement
1.1. The
Company grants the Partner the right to participate in the program
for promoting the Company’s products, courses, subscriptions,
special offers, and other materials on the terms set forth in this
Agreement.
1.2. The
Partner may attract users to the Company’s platform using referral
links, promo codes, tracking tags, promotional materials, landing
pages, and other tools provided by the Company or approved by it.
1.3. The
Partner may be accrued compensation for referred sales on the terms
determined by this Agreement and the Company’s current payout
rules.
1.4. Scope. This
Agreement governs the Partner’s promotion of courses and products
that are not the Partner’s own authored courses. The promotion and
sale by an Author of their own authored course is governed by the
Author Agreement and the author payout rules and does not require
acceptance of this Agreement.
2.
Status of the Partner
2.1. The
Partner acts as an independent person and is not an employee, agent,
representative, partner, franchisee, distributor, or other affiliate
of the Company.
2.2. This
Agreement does not create an employment relationship, agency
relationship, mandate relationship, partnership, joint venture, or
commercial representation relationship between the parties.
2.3. The
Partner is solely responsible for complying with applicable law,
including tax obligations, reporting rules, advertising restrictions,
and any other obligations arising in connection with participation in
the Company’s program and receipt of compensation.
3.
Registration, Account, and Participation in the Program
3.1. To
participate in the program, the Partner must complete registration in
the manner established by the Company and provide true, complete, and
up-to-date information about themselves.
3.2. The
Partner agrees to keep their registration details current and to
update them promptly if they change.
3.3. The
Company may, at its sole discretion, approve, reject, limit, or
terminate the Partner’s participation in the program without
explanation, including where there are legal, commercial,
reputational, technical, or other risks.
3.4. The
Company may at any time change the structure of the program, the
available tools, interfaces, tracking mechanisms, attribution rules,
and any other participation terms.
4.
Referral Links, Attribution, and Sales Tracking
4.1. The
Company may provide the Partner with referral links, promo codes,
promotional materials, tracking parameters, and other attribution
tools.
4.2. A sale
shall be deemed attributed to the Partner only if the Company
determines, based on its own data, event logs, internal attribution
rules, cookies, referral links, promo codes, technical accounting
systems, and other control tools, that the relevant user was referred
by the Partner.
4.3. Last Valid
Click. If a user interacted with multiple referral links before
making a purchase, the sale shall be attributed to the Partner whose
valid referral link, promo code, or other referral action tracked by
the Company was the last one before the purchase, unless otherwise
provided by the Company’s payout rules.
4.4. The
Company may independently establish and change the attribution model,
cookie duration, user assignment rules, channel priority, treatment
of repeat sales, and the logic for accounting for special offers,
subscriptions, upsells, bundles, and other sale types.
4.5. The
Company’s records regarding the fact of referral, sale date, type
of sale, applied rate, hold status, adjustments, and other
calculation indicators shall prevail for purposes of calculating
compensation.
5.
Promotion Rules
5.1. The
Partner must promote the Company’s products in good faith,
lawfully, and in accordance with this Agreement, the platform rules,
the rules of advertising platforms, and applicable law.
5.2. The
Partner must independently and properly disclose any advertising,
partnership, commission-based, or other material interest whenever
such disclosure is required by law, platform rules, or the nature of
the publication.
5.3. The
Partner may not use spam, automated mailings, misleading advertising,
fake accounts, artificial traffic, inflated registrations,
incentivized traffic without the Company’s consent, hidden
advertising, false promises, deceptive advertisements, or any other
unfair promotional methods.
5.4. The
Partner may not use in advertising, register, create, promote, or
otherwise use domains, pages, accounts, names, or designations
identical or confusingly similar to the Company’s brand.
5.5. The
Partner may not purchase the Company’s products through their own
referral link, use their own links for personal gain, create
artificial sales, make purchases through affiliated persons, or
otherwise circumvent the program rules.
5.6. The
Partner may not use the Company’s brand in paid search advertising,
branded keyword advertising, or other advertising formats if such use
is prohibited by the Company’s rules or has not been expressly
approved by the Company in writing.
5.7. The
Partner may not make false, misleading, inaccurate, prohibited, or
legally risky statements about the Company’s products, including
promises of guaranteed income, guaranteed results, treatment, medical
effect, therapeutic effect, or any other claims that may violate the
law, consumer rights, or the Company’s policies.
5.8. Advertising
Disclosure. The Partner must clearly and conspicuously disclose
the advertising, sponsored, or commission-based nature of any
promotional material in accordance with applicable law (including
applicable FTC guidance), for example by a clear label such as "#ad"
or "#sponsored" placed where the audience will readily see
it. The Company may require a specific form of disclosure and may, at
its sole discretion, remove, reject, or suspend any promotional
material, or restrict the Partner’s participation, where the
required disclosure is missing or inadequate.
6.
Limited License to Use the Company’s Materials
6.1. For the
term of this Agreement, the Company may grant the Partner a limited,
revocable, non-exclusive, non-transferable right to use the Company’s
trade name, logos, promotional materials, banners, texts, images,
links, and other Company materials solely to the extent necessary to
participate in the program and promote the Company’s products.
6.2. Such
right does not constitute a transfer to the Partner of any ownership
rights in the Company’s brand, content, materials, or intellectual
property results.
6.3. The
Company may at any time revoke, replace, limit, or prohibit the use
of any materials provided to the Partner, and the Partner must
immediately cease using them.
7.
Representations and Warranties of the Partner
7.1. The
Partner represents and warrants that: a. they have full legal
capacity and authority to enter into this Agreement; b. all
information provided by them to the Company is true, accurate, and
current; c. they have the right to carry out activities related to
advertising, promotion, and receipt of compensation; d. their
actions, publications, promotional materials, and promotional methods
do not violate the rights of third parties, applicable law, the rules
of advertising platforms, or the terms of this Agreement; e. when
using their own materials, photographs, videos, audio, texts,
accounts, and other content, they possess all necessary rights and
permissions; f. they will not present themselves as the Company, its
employee, official representative, or customer support service.
8.
Partner Compensation, Accrual, and Payouts
8.1. The
Partner’s compensation rates, applicable percentage rates, rules
for allocating compensation across different sale types, hold
periods, payout procedures, minimum withdrawal thresholds and other
terms of accrual and payment of compensation are set forth in the
Company’s current payout rules available at:
https://client.luvenica.com/page/grid/4. Any minimum
withdrawal amount, if applicable, is determined by the payment
provider (e.g., Mellow) and is not separately set by the Company,
unless otherwise stated in the payout rules.
8.2. Such
payout rules form an integral part of this Agreement. By accepting
this Agreement, the Partner confirms that they have reviewed and
agree to the payout rules.
8.3. Unless
otherwise expressly stated by the Company, the version of the payout
rules in effect on the date of the relevant sale, accrual, or other
relevant event shall apply for purposes of calculating compensation.
8.4. Basis for
Calculating Compensation. The Partner’s compensation is
calculated not from the nominal sale price, but from the amount
actually received by the Company from the relevant sale after
deduction of applicable costs and withholdings related to payment
acceptance and processing, transaction handling, and fulfillment of
the sale, including payment system fees, bank fees, acquiring fees,
payment provider fees, mandatory taxes, charges, refunds,
chargebacks, discounts, cancellations, and other similar deductions
(the "Net Revenue"), unless otherwise provided by the
payout rules.
8.5. Accrual of
Compensation. The Partner’s compensation is accrued at the time
of the relevant sale, provided that such sale is attributable to the
Partner in accordance with the payout rules, attribution rules,
cookie duration, referral model, referral link rules, and other
technical rules of the Company.
8.6. Hold Period
for Accrued Compensation. Any compensation accrued to the Partner
in connection with a sale shall be subject to a hold period of 30
(thirty) calendar days from the date of the relevant sale. During
this period, such compensation may not be withdrawn.
8.7. Payout of
Compensation. Upon expiration of the hold period, the accrued
compensation becomes available for payout.
8.8. Sale Types
and Special Accrual Models. If the payout rules provide for
different rates, formulas, or calculation procedures depending on the
type of sale, the corresponding procedure established by the payout
rules shall apply.
8.9. Adjustments
and Withholdings. The Company may reduce, withhold, cancel,
adjust, or offset compensation accrued to the Partner in the event of
refunds, chargebacks, cancellations, user complaints, violations of
this Agreement, suspicious activity, fraud, self-referral schemes,
attribution manipulation, calculation errors, or any other grounds
provided by this Agreement, the payout rules, or other platform
rules.
8.10. Payout
Through a Payment Provider. Compensation may be paid through a
third-party payment provider or payout service, including Mellow or
any other service designated by the Company.
8.11. Withdrawal
Costs. All fees and costs associated with the Partner’s
withdrawal of funds, including payout service fees, bank fees,
correspondent bank fees, payment system fees, and other financial
intermediary charges, shall be borne by the Partner unless the
Company expressly states otherwise.
8.12. Time of
Performance of the Payment Obligation. The Company’s obligation
to pay compensation shall be deemed fulfilled at the moment the
relevant amount is debited or transferred by the Company to the
selected payment service, payout provider, or other authorized
financial intermediary for further transfer to the Partner.
8.13. Inactive
Balance and Service Fee. If compensation available for withdrawal
is not withdrawn by the Partner within 4 (four) months from the date
it became available for payout, the Company may deduct the entire
amount of such unclaimed compensation as a service fee for use of the
platform, account maintenance, and payout administration. Such amount
shall be deemed finally withheld and non-refundable.
8.14. Notices
Regarding the Service Fee. Before deducting the service fee, the
Company may, but is not obligated to, notify the Partner by email,
through the personal account, or by any other available means of
communication.
8.15. No Double
Compensation. For the avoidance of doubt, where a transaction is
compensated as a partner commission under this Agreement, no separate
author reward is payable for the same transaction. Each transaction
is compensated on a single basis only, determined by the Company’s
attribution rules.
9.
Taxes and Expenses
9.1. The
Partner is solely responsible for calculating, reporting, and paying
any taxes, duties, and other mandatory payments related to
compensation received under this Agreement.
9.2. The
Company is not obligated to reimburse the Partner for expenses
related to content creation, advertising, traffic acquisition, or any
other expenses unless otherwise expressly agreed by the parties in
writing.
10.
Confidentiality
10.1. The
Partner agrees not to disclose to third parties or use outside the
scope of this Agreement any confidential information of the Company
that became known to them in connection with participation in the
program.
10.2.
Confidential information includes, without limitation, data on
the internal economics of the program, sales statistics, internal
reports, terms of cooperation, non-public attribution rules,
technical tracking parameters, information about clients, partners,
contractors, and other non-public information of the Company.
11.
Suspension, Blocking, and Termination of Participation
11.1. The
Company may at any time suspend, restrict, or terminate the Partner’s
participation in the program in whole or in part, including by
blocking the account, disabling referral tools, suspending accruals,
withholding payouts, or removing promotional materials.
11.2. Grounds
for such actions may include violation of this Agreement, violation
of the program rules, user complaints, third-party claims, fraud,
suspicious activity, legal risk, reputational risk, violation of
platform rules, misleading advertising, or any other actions that the
Company considers undesirable.
12.
Liability and Indemnification
12.1. The
Partner bears full responsibility for their publications,
advertisements, methods of promotion, traffic channels used, actions
of their contractors and affiliated persons, and for compliance with
the law and platform rules.
12.2. The
Partner agrees to defend, indemnify, and hold harmless the Company,
its affiliates, directors, employees, contractors, partners, and
successors from and against any claims, demands, lawsuits, fines,
sanctions, costs, and damages, including reasonable attorneys’
fees, arising out of or in connection with: a. the Partner’s
violation of this Agreement; b. the Partner’s violation of the law,
platform rules, or third-party rights; c. inaccurate, deceptive, or
prohibited advertising statements; d. spam, fraud, artificial
traffic, or other unfair practices; e. lack of necessary rights to
the materials used.
13.
Limitation of Liability of the Company
13.1. The
Company does not guarantee the Partner any minimum income, sales
volume, number of leads, traffic volume, conversion rate, amount of
compensation, or duration of participation in the program.
13.2. The
Company shall not be liable for failures of the platform, advertising
accounts, payment systems, third-party services, browsers, cookies,
ad blockers, changes in platform algorithms, user actions, or other
circumstances affecting tracking, attribution, or the amount of
accrued compensation.
14.
Electronic Execution and Evidence of Acceptance
14.1. This
Agreement may be entered into electronically.
14.2. Checking
a box, clicking the registration or acceptance button, creating an
account, using the dashboard, receiving and using a referral link,
posting promotional materials, and other electronic actions by the
Partner shall constitute proper and legally binding evidence of the
Partner’s acceptance of this Agreement.
14.3. The
Company may store, as evidence of the Partner’s acceptance,
electronic logs of actions, IP address, date and time of acceptance,
the version of the Agreement, account data, technical records, and
other confirmations.
15.
Personal Data
15.1. The
Partner consents to the processing of their personal data by the
Company and the services engaged by it to the extent necessary for
registration, account administration, sales tracking, compensation
accrual, communication, analytics, compliance with the law, and
payout processing.
16.
Term and Termination of the Agreement
16.1. This
Agreement enters into force upon the Partner’s acceptance and
remains effective until terminated by either party.
16.2. The
Company may terminate this Agreement at any time at its sole
discretion.
16.3. The
provisions regarding confidentiality, accrual adjustments, service
fee, indemnification, limitation of liability, electronic evidence,
and dispute resolution shall survive termination of this Agreement.
17.
Governing Law and Dispute Resolution
17.1. This
Agreement shall be governed by the laws of the State of Delaware,
USA, without regard to conflict of laws rules.
17.2. All
disputes, disagreements, and claims arising out of or in connection
with this Agreement shall first be attempted to be resolved through
good faith negotiations.
17.3. If a
dispute is not resolved through negotiation, it shall be submitted to
the competent court of the State of Delaware, USA.
18.
Final Provisions
18.1. The
Company may amend this Agreement. The new version shall enter into
force upon publication on the platform unless otherwise specified by
the Company.
18.2. If any
provision of this Agreement is held invalid or unenforceable, the
remaining provisions shall remain in full force and effect.
18.3. This
Agreement constitutes the entire agreement between the Company and
the Partner with respect to its subject matter and supersedes all
prior discussions, arrangements, and communications relating to such
subject matter, unless otherwise expressly set forth in a separate
written document.
Life
Long Level Up, Inc.
8TH
THE GREEN STE 300, DOVER, DE 19901, Delaware, United States
