Welcome to the UltMind Partner Program (defined below)! These UltMind Partner Program Terms and Conditions (these “Terms”) are entered into by you (“you” or “your”), and UltMind Wellness LLC. These Terms govern your participation in the marketing program on behalf of UltMind (the “Partner Program”). If you do not agree to be bound by these Terms, then you may not participate in the Partner Program.
You must be 18 or older to participate in the Partner Program.
In addition to these Terms and Conditions, the Partner Program is also governed by other applicable terms and conditions, including the Terms & Conditions on https://ultmind.com (the “UltMind Website”) and any other documents and policies referred to herein. For the avoidance of doubt, all of the terms and conditions (including the sections titled “Copyrights,” “Trademark,” “Disclaimer,” “Warranty Disclaimer,” “Limitation of Liability,” “Indemnification,” “Coupon Links,” “Proprietary Rights,” “Applicable Law” and all documents and policies referred to in the Terms & Conditions on the UltMind Website) will apply to these Terms. To the extent that these Terms conflicts with the Terms & Conditions on UltMind Website, these Terms will apply and control. All capitalized terms used and not otherwise defined in these Terms will have the meanings ascribed to them herein.
PLEASE READ THESE TERMS CAREFULLY BEFORE ENGAGING IN THE PURPOSE SET FORTH IN SECTION 1 BELOW.
- Purpose. These Terms establish you as a marketing Partner in the UltMind Partner Program with the non-exclusive right to connect your fans (collectively, the “Fans”) to, or otherwise market, UltMind products in order for such Fans to consummate transactions on UltMind Website, in exchange for which, you shall receive a portion of the proceeds from such transactions. To market your referral link and participate in the Partner Program, you agree to at a minimum provide the deliverables set forth in Exhibit A attached hereto.
- Marketing. UltMind will provide you with specific referral links to products, pages and other marketing content on the UltMind Website (the “Referral Links). ShoutOut (which is a referral tracking software) will track Fans who have visited these Referral Links. You may share your UltMind discount link with Fans; provided, however, that all marketing and other activities related to your Fans, UltMind or UltMind will be in strict accordance with all applicable laws (collectively, including applicable laws related to deceptive practices, telemarketing, privacy, consumer rights, e-mail, and electronic communications, “Laws”), these Terms, the specifications and instructions outlined in Exhibit B to these Terms, and any other written policies or guidance provided to you by UltMind on behalf of UltMind from time to time. You agree that all marketing efforts will be made to Fans, users, or audience that is 18+ and a US Resident. No marketing of UltMind products will be made for or to individuals under the age of 18 years old. You agree that you will not circulate the Referral Links via emails or other unsolicited electronic communication (“Spamming”). Spamming will not be tolerated and may lead to immediate termination of these Terms by UltMind. You will not be entitled to any commissions or other fees generated through Spamming tactics.
- Transaction Processing. UltMind will process transactions placed by Fans who use your discount link or Code. Only Fans who make a purchase on the UltMind Website while the cookie is active or using your designated Partner Discount Code at checkout will be considered your referrals and are recorded as such in the ShoutOut Partner Dashboard. UltMind reserves the right to reject transactions placed by Fans that do not comply with any reasonable requirements that UltMind may periodically establish, subject at all times to UltMind’s reasonable discretion. UltMind will be responsible for all aspects of transactions processing and fulfillment. Among other things, UltMind will prepare order forms, process payments, cancellations, and handle customer service. UltMind and UltMind will track transactions made with Fans who consummate transactions using your discount link. You agree that you will not modify or alter the Referral Link or the cookies in any way. UltMind will not be responsible for any tracking or reporting errors that result solely from improperly formatted, copied, or inserted discount link.
- Partner Fees and Payouts.
- Qualified Transactions. UltMind will pay you applicable commissions for purchases of UltMind’s products by Fans in Qualified Transactions (as defined below). For the purposes of these Terms, a “Qualified Transaction” means a Fan’s transaction on the UltMind Website, whereby the Fan uses the provided discount link or Partner Code to purchase UltMind’s products. UltMind will not pay any commission or other fees for (i) any products or services other than the products and services purchased in Qualified Transactions, (ii) transactions using a Prohibited Link (as defined below), (iii) products or services purchased by Fans that are ultimately returned or refunded, or (iv) for shipping and sales tax charges. You will not use, procure, bid on, or otherwise arrange for a paid-for link (a “Prohibited Link”) on any Internet search engine, portal, sponsored advertising service or other search or referral service which Prohibited Link uses or includes the terms “UltMind,” “UltMind.com,” or any other trademarks, trade names, service marks, corporate names, or other similar Intellectual Property Right (as defined below) owned or licensed by UltMind or any parent, subsidiary, or other Partners of UltMind.
- Payout. UltMind will pay to you a commission in US Dollars equal to a percentage of Qualified Transactions (the “Commission”) that are recorded in the Partner Dashboard on or before the 15th day of each calendar month for Qualified Transactions occurring in the prior month as follows: UltMind will pay the applicable commission so long as the Minimum Commission Bonus Payment, as defined below, is reached. Such payment shall be made on the 15th day of each first calendar month in which the aggregate unpaid commission equals or exceeds the Minimum Commission Bonus Payment. For purposes of this Agreement, the "Minimum Commission Bonus Payment shall mean USD $100. Once the aggregate commission is paid, the Minimum Commission Bonus Payment resets to USD $100. For purposes of clarity, (i) if your commission in month 1 equals USD $50, no payment will made; (ii) if in month 2, your commission equals USD $75, you will have exceeded the Minimum Commission Bonus Payment and you will receive a payment of USD $125 ($50 month 1 + $75 month 2); (iii) if in month 3, your Commission Bonus equals USD $80, no payment will be made.
- Payments. Payments of your Commission will be made through PayPal to an email address specified by you. You are responsible for providing UltMind with the full and accurate details that are required to remit your Commission and you are solely responsible for any delays in payment resulting from your failure to do so. Qualified Transactions will become void, and any unpaid Commission will be forfeited after 12 calendar months.
- Suspicious Activity. In the event of any deemed suspicious activity, UltMind may delay payment of the Commissions to verify the relevant transactions. UltMind reserves the right to recalculate, void, or disqualify any referrals or Commission in the event of any fraudulent, deceptive, or otherwise illegal activity.
- Policies and Pricing. Fans who consummate transactions with UltMind will be deemed to be customers of UltMind. Accordingly, all of UltMind’s rules, policies, and operating procedures concerning customer orders, customer service, and product and services sales will apply to such Fans with respect to their transactions. UltMind may change its policies and operating procedures at any time, consistent with Laws. Because prices and availability may vary from time to time, you may not, without UltMind’s consent, display any UltMind price information on your website or emails. UltMind will use reasonable efforts to present current and accurate information on UltMind.com, but cannot guarantee the availability or price of any particular product or service.
- License. UltMind hereby grants to you, during the term of these Terms, a limited, worldwide, non-exclusive, non-transferable, revocable license to use and display the discount link and Code, UltMind’s name and logo or other UltMind content that UltMind may provide to you under these Terms through the Partner Dashboard from time to time, for the sole purpose of marketing UltMind and UltMind’s products in accordance with the terms and conditions of these Terms. UltMind may provide you with marketing materials, but you will be solely responsible for your own marketing activities and you agree that such marketing activities shall be professional and in full compliance with applicable laws. You agree that UltMind may, without prior notice, require you to remove or modify any marketing materials/advertisements/social media posts in UltMind’s sole discretions. You hereby grant to UltMind a worldwide, non-exclusive right and license to use and display your picture, name, voice, likeness, image, appearance and biographical information in, on or in connection with any photographs, audio and video recordings, digital images, websites, applications and social media (external and internal), television programs, advertising, sales and marketing brochures, books, magazines, other publications, DVDs and all other printed and electronic forms and media throughout the world, at any time, for all legitimate UltMind business purposes (“Permitted Uses”). You hereby forever release UltMind and their members, shareholders, officers, managers, employees, agents, representatives and third-party service providers from any and all claims, actions, damages, losses, costs, expenses and liability of any kind, arising under any legal or equitable theory whatsoever at any time in connection with any Permitted Use. You may not display UltMind’s name and logo or other UltMind content that UltMind may provide to you under these Terms in a manner that, in UltMind’s sole discretion, portray’s UltMind in negative light. Any such display could result in cancellation of your Partner Link, code, and agreement.
- Ownership. Except for the licenses granted in Section 6 above, as between you and UltMind, UltMind shall own all right, title and interest in and to the UltMind Website, UltMind’s products, UltMind’s proprietary designs and technology, the discount links, UltMind information, and any and all Fan and customer information or databases collected or generated in connection with these Terms and all Intellectual Property Rights in the foregoing or otherwise related to UltMind. For the purposes of these Terms, “Intellectual Property Rights” means copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the Laws of the United States or any other state, country or jurisdiction.
- Feedback. You may from time to time provide suggestions, comments or other feedback to UltMind ("Feedback"). You agree that all Feedback is and will be given entirely voluntarily. Feedback, even if designated as confidential by you, will not, absent a separate written agreement, create any confidentiality obligation for UltMind. Furthermore, except as otherwise provided in these Terms or in a separate subsequent written agreement between you and UltMind, UltMind will be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to UltMind (directly or through UltMind) as UltMind sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
- Non-Disparagement and Confidentiality. You will not, directly or indirectly, at any time, make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning UltMind, their Partners or any of their respective employees, managers, members, shareholders, officers, agents, contractors, representatives and existing, prospective and former customers, vendors, investors, financial resources or any other associated third party with UltMind. The previous sentence does not, in any way, restrict you from exercising protected rights by speaking the truth to the extent that such rights cannot be waived by agreement or from complying with any Law or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by Laws. You will promptly provide written notice of any such order to an authorized officer of each of UltMind. You acknowledge that the existence and these Terms and Conditions and any oral or written information exchanged between you and UltMind in connection your participation in the Partner Program are regarded as confidential information. You shall maintain confidentiality of all such confidential information, and without obtaining the written consent of UltMind, you shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through an unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations or orders of the court or other government authorities; or (c) is required to be disclosed by you to your legal counsel regarding your participation in the Partner Program, provided that such legal counsel shall be bound by the confidentiality obligations similar to those set forth in this Section 9. Disclosure of any confidential information by you or anyone hired by you shall be deemed disclosure of such confidential information by you, which you shall be held liable for breach of these Terms and Conditions. This Section shall survive the termination of your participation in the Partner Program for any reason.
- Indemnity. Without limiting anything herein, you will defend, indemnify and hold UltMind and their Partners, managers, members, shareholders employees, officers, directors and representatives, harmless from and against any claims, damages, losses, costs, liabilities and expenses, including attorneys’ fees (collectively, “Claims”), arising out of or in connection with (a) your breach of the representations, warranties and covenants made by you, (b) your fraud, negligence or willful misconduct, or (c) your violations of Laws. You are solely responsible for your actions in connection with the Partner Program.
- Limitations of Liability. The Partner Program is provided on an "as is" and "as available" basis and the use of the Partner Program is at your own risk. UltMind makes no representations or warranties, either expressed or implied, with respect to the Partner Program, or any service or information provided through the Partner Program. UltMind is not responsible for any damages, injury or economic loss arising from the use of or participation in the Partner Program. Should any part of the Partner Program cause damage or inconvenience to the you or anyone claiming through you, you assume responsibility and the entire cost for them. You will indemnify and hold harmless UltMind, their directors, officers, employees, agents, subsidiaries, and third parties from and against any losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable related expenses, legal fees, costs of investigation) arising out of or relating to your or any third party's operation or use of the Partner Program, including creating any content or advertisements using the UltMind name, logo or marketing materials.
- Relationship of the Parties. The parties are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Neither party will have the authority to make or accept any offers, warranties or representations on the other party’s behalf.
- Exclusivity. You agree that while you are participating in the Partner Program, you will not, directly or indirectly, do any marketing or promotion (including any promotion, posting or publishing of any content) for, accept any sponsorship with or from, or otherwise perform services the same or substantially similar to the Deliverables set forth on Exhibit A, for any person or business that sells, distributes, markets or otherwise provides CBD and dietary supplements anywhere in the world or competes directly or indirectly against UltMind.
- UltMind may, from time to time, in its sole discretion and without notice to you, refuse, cancel or hold for review your Partner Program account for suspected fraud or other violations of these Terms.
- Termination. UltMind may, at any time, in its sole discretion and without any notice to you, provide special terms, limitations and conditions for the Partner Program, or otherwise change or amend these Terms. Further, UltMind may, at any time, in its sole discretion and without any notice to you, (a) discontinue the Partner Program, in whole or in part; (b) approve, deny or revoke the right to participate in the Partner Program with respect to any person, including you, for any reason whatsoever; or (c) audit any Partner Program account. You may terminate your participation in the Partner Program with immediate effect by giving UltMind a written notice of termination. The notice must be sent via email to email@example.com. Upon termination, you will lose access to the Partner Dashboard and will forfeit all potential or unpaid Commissions.
- Jurisdiction; Venue; Governing Law. Any civil action or legal proceeding arising out of or relating to participation in the Partner Program will be brought exclusively in the state or federal courts in Delaware. You and UltMind consent to the jurisdiction of such New York court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such New York court. Service of any court paper may be effected on you or UltMind by mail, or in such other manner as may be provided under applicable laws, rules of procedure or local rules. These Terms and participation in the Partner Program will be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without regard to principles of conflicts of laws.
- Interpretation of these Terms. UltMind has the sole discretion to interpret and apply these Terms under and in connection with all circumstances, and all questions or disputes regarding the Partner Program or these Terms will be resolved by UltMind, in its sole discretion.
- Post at least one (1) static ULTMIND product-related post per month
- Post at least two (2) ULTMIND product-related story/swipe up per month
- Include #GSQUAD in every ULTMIND related post
- Promote and market ULTMIND and ULTMIND PRODUCTS on your stream weekly
- Upload an ULTMIND asset to your stream panel w/ CTA linking to ULTMIND.com using your Partner link
- Create a Chatbot command with your ULTMIND tracking link that is posted every 30 mins in your chat
- Display ULTMIND products within your webcam background
- Including ULTMIND logo on your broadcast overlay
- ULTMIND logo on YouTube Header
- Linking ULTMIND Partner code in at least 2 YouTube descriptions a month, within the first 3 lines of the video description
- Insert Powered by @UltMind in your Twitter bio
- At least two (2) tweets a month promoting ULTMIND products and your discount code
- One (1) retweet promoting any special promotions/giveaways posted by the main ULTMIND account
- Content Creation
- Create a 15-30 second video clip per month, with the purpose of promoting ULTMIND products
- Create 2-3 selfies per month with you holding/taking ULTMIND from an ULTMIND container
Without limiting anything in these Terms, all posts and all promotional messages, photos, or other communications made on social media platforms about UltMind and its products or services (collectively, “Posts”), must meet the following requirements:
- You and all of the Posts must comply with the Federal Trade Commission’s (the “FTC”) Guides Concerning Endorsements and Testimonials (the “Endorsement Guides”) described in this Section 1 of this Exhibit B and UltMind’s social media endorsement policies in effect from time to time.
- You and all of the Posts must comply with the U.S. Food and Drug Administration (the "FDA") guidelines concerning CBD.
Without limiting the foregoing, with respect to promotional messages, photos, or other communications made on social media platforms about UltMind and its products or services, including all Posts and you will adhere to the following standards:
- You will comply with the Federal Trade Commission’s (the “FTC”) Guides Concerning Endorsements and Testimonials (http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf), including making:
- statements that reflect honest beliefs, opinions, and experiences; and
- clear and conspicuous disclosure about any connection to UltMind in all Posts.
- Only promote UltMind to 18+ individuals and US Residents
- You will review:
- The FTC’s Endorsement Guides: What People Are Asking (https://www.ftc.gov/tips-advice/business-center/guidance/ftcs-endorsement-guides-what-people-are-asking).
- FTC: The Do’s and Don’ts for Social Media Influencers (https://www.ftc.gov/news-events/press-releases/2017/09/csgo-lotto-owners-settle-ftcs-first-ever-complaint-against).
- FTC: Disclosures 101 for Social Media Influencers (https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf).
- FTC: Do you endorse things on social media? (https://www.ftc.gov/news-events/audio-video/video/advice-social-media-influencers).
- You will not:
- make deceptive or misleading claims about UltMind’s products or services or UltMind’s competitors’ products or services;
- make any claims about UltMind’s products or services or UltMind’s competitors’ products or services that are not backed up by evidence;
- disclose any Confidential Information;
- disparage UltMind or UltMind products or services;
- engage in any communication that is defamatory or infringes upon the copyright, trademark, privacy, publicity, or other intellectual property rights of others;
- offer for sale or solicit products on behalf of UltMind;
- make offensive comments that have the purpose or effect of creating an intimidating or hostile environment;
- post content that promotes bigotry, racism, or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age;
- use ethnic slurs, personal insults, obscenity, or other offensive language; or
- make any comments or post any content that in any way promotes unsafe activities that could lead to an unsafe situation involving UltMind’s consumers or other individuals.
- You will adhere to:
- any additional guidelines provided by UltMind, such as product-specific program requirements and UltMind’s policies in effect from time to time.
- You will not create fake followers or engagement on social media platforms, such as:
- buying followers;
- using bots to grow audience size by automating account creation, following, commenting, and liking; or
- post fake sponsored content.
- You must clearly and conspicuously disclose the “material connection” with UltMind, making it clear that you are a paid influencer and have received compensation. You must place the disclosure in plain sight in close proximity to any audio or visual communications that you make about UltMind, UltMind’s brand or UltMind’s products. You may not bury the disclosure in a link or place the disclosure in a string of hashtags or other disclosures. For the avoidance of doubt, this disclosure is required regardless of any space limitations of the platform (like Twitter), and includes any platform where hashtags for the disclosure (like #ad or #sponsored) can be used. If a platform does not allow for a clear and conspicuous disclosure, you should not use that platform to post about UltMind.
- Posts will only make factual statements about UltMind and UltMind’s products that are known for certain are true and can be proven or verified. In the Campaign Materials (as defined below), UltMind will provide you with a list of verified factual statements that may be used in Posts by you.
- Posts should be authentic and based on your own opinions, beliefs, and experiences; provided, however, that Posts will rely on the Campaign Materials to accurately use the UltMind trademarks, describe the Campaign, and describe the UltMind products.
- Posts by you will be original and created solely by you.
- Posts by you will not include the intellectual property of other parties, including any third-party music, photographs, artwork, trademarks, logos, or slogans.
- Posts by you will not include any person, or personally identifiable information about anyone, other than you unless you receive UltMind’s prior written approval and has such person(s) at issue sign a release provided by UltMind.
- Posts by you will comply with the rules of the applicable social media platforms and each of the provisions set forth in this Exhibit B.