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Upton Tea Imports Affiliate Agreement

These are the terms (the “Agreement”) governing your participation in the Upton Tea Imports Affiliate Program (the “UTIAP” hereafter). By registering for the UTIAP you agree to these terms, which form a binding legal contract between Upton Tea Imports (“UTI”) and the registered affiliate (“you”). If you are registering on behalf of another individual, it is your responsibility to ensure the person registering is aware of these terms and accepts them. By completing the registration on behalf of another individual you are warranting that you have made the participant aware of these terms and that they have accepted these terms.

    1 Affiliate Requirements

    1.1 Admittance. Your registration entitles you to admittance as a participant in UTIAP for which you have registered. Any and all other costs associated with your UTIAP (including without limitation travel and marketing expenses) shall be borne solely by you, and UTI shall have no liability for such costs.
    1.2 Use of Likeness. By participating you acknowledge and agree to grant UTI the right to record, film, photograph, or capture your likeness in any media now available or hereafter developed and to distribute, broadcast, use, or otherwise globally to disseminate, in perpetuity, such media without any further approval from you or any payment to you. This grant to UTI includes, but is not limited to, the right to edit such media, the right to use the media alone or together with other information, and the right to allow others to use or disseminate the media.
    1.3 Event Content. You acknowledge and agree that UTI, in its sole discretion, reserves the right to change any and all aspects of the UTIAP, including but not limited to, the UTIAP name, themes, content, program, marketing, programs, coupons etc..
    1.4 Age Requirements. No one under the age of 21, will be allowed to participate in UTIAP.
    1.5 UTIAP Affiliates must always make clear to everyone that they are an agent or independent contractor of UTI – not an employee of UTI.

    2 Prohibited Conduct

    2.1 Limitations on Use. By registering for a complimentary UTIAP you agree not to sell, trade, transfer, or share your complimentary code. Non-compliance with these requirements will risk removal from the UTIAP program, commissions could be subject to reversal, and UTI could report you to law enforcement authorities, and ban you from future UTI programs.
    2.2 Disruptive Conduct. You acknowledge and agree that UTI reserves the right to remove you from the UTIAP if UTI, in its sole discretion, determines that your presence or behavior create a disruption or hinder the UTIAP or the enjoyment of the UTIAP by other UTI employees.
    2.3 UTI Trademark &/or Likeness/Misuse. UTI considers such conduct theft of service, trespassing, and fraud and will report violators to law enforcement authorities.
    2.4 Unethical/Non-Compliant Marketing. UTI reserves the right to deny admission into UTIAP anyone who engages in or is reputed to engage in unethical or non-compliant marketing practices.
    2.5 Future exclusion. In addition to the requirements and prohibitions set forth in this Section 2, UTI may also exclude any prospective UTIAP from registering for any future UTIAP business opportunities.

    3 Privacy Policy

    3.1 Affiliate Protection. UTI owns and operates UTIAP and is committed to protecting the privacy of its UTIAP members. UTI does not rent, share, or sell your contact information or other personal information to any third parties. UTI’s privacy policy is available at:

    4 Intellectual Property

    4.1 Intellectual property. All intellectual property rights regarding UTIAP, the UTIAP content, and all materials distributed in connection with the UTIAP are owned by Upton Tea Imports, and, its parent company UTI. You may not use or reproduce or allow anyone to use or reproduce any trademarks (including without limitation “UTI Trademarks”, “ content in it’s entirety or singly”, or other trade names appearing at the UTIAP, in any UTIAP content or in any materials distributed at or in connection with the UTIAP for any reason without the prior written permission of UTI.
    4.2 Avoidance of doubt. For the avoidance of doubt, nothing in this Agreement shall be deemed to vest in you any legal or beneficial right in or to any trademarks or other intellectual property rights owned or used under license by UTI or any of its affiliates; nor does this Agreement grant to you any right or license to any other intellectual property rights of UTI or its affiliates, all of which shall at all times remain the exclusive property of UTI and its affiliates.

    5 Disclaimer of Warranties, Limitation of Liability

    5.1 Warranties. UTI gives no warranties in respect of any aspect of the UTIAP or any materials related thereto or offered at the UTIAP and, to the fullest extent possible under the laws governing this Agreement, disclaims all implied warranties, including but not limited to warranties of fitness for a particular purpose, accuracy, timeliness, and merchantability. The UTIAP is provided on an “as-is” basis. Neither UTI nor its affiliates accept any responsibility or liability for reliance by you or any person on any aspect of the UTIAP or any information provided in the UTIAP.
    5.2 Costs, Damages or Loss. Except as required by law, neither UTI nor its affiliates shall be liable for any direct, indirect, special, incidental, or consequential costs, damages or losses arising directly or indirectly from the UTIAP or other aspect related thereto or in connection with this Agreement. 5.3 Liability. The maximum aggregate liability of UTI for any claim in any way connected with, or arising from, the UTIAP or this Agreement, whether in contract, tort, or otherwise (including any negligent act or omission), shall be limited to the amount paid by you to UTI under this Agreement.

    6 Paid Search Terms
  • If you are currently a PPC affiliate or plan on promoting through paid advertising, you must adhere to the following guidelines:

  • Affiliate may not bid on any of our trademarked terms, including any variations or misspellings, or bid on any trademarked terms in sequence with another keyword without express written approval from
  • Affiliate may not use our trademarked terms in your display URL.
  • Affiliate’s ad title and ad copy must not create the impression that your site is the site or any part of our site.
  • Affiliate must link directly to your own site. Redirects to the site are unacceptable.

  • If you are found to be engaging in any of the aforementioned practices, we reserve the right to reverse any/all sales generated. It is suggested that if you actively participate in PPC advertising, that you add our trademarked terms as negative keywords. Trademarked terms include:

    [upton tea imports]
    upton tea imports""
    upton tea catalog
    upton tea review""
    uptown tea""
    upton imports""
    [upton imports]
    uptontea com""
    www uptontea com""
    upton tea holliston ma""
    upton tea free shipping""
    upton tea imports review""
    tea upton""
    upton tea""
    [upton tea]
    upton tea company""
    [uptown tea]
    uptontea com
    upton imports
    upton tea imports reviews
    upton tea
    upton tea promo
    upton tea co
    uptons tea
    upton tea company
    upton teas
    upton tea holliston ma
    upton tea imports coupons
    upton tea imports
    upton tea coupons
    upton tea
    upton tea company
    upton tes
    upton tea quarterly
    www uptontea com
    upton teas
    upton tea catalog
    upton tea ma
    upton tea matcha
    upton tea com
    upton tea imports review
    upton te
    upton tea reviews
    upton tea imports review
    tea upton
    upton tea review
    upton's tea
    uptown tea
    or any other permutations or misspellings of the brand name.

    7 FTC Endorsement Guidelines
    Any affiliates who are providing content or reviews of Upton Tea Imports offers or items must clearly state that they are receiving monetary compensation BEFORE the tracking links or banners directing them to Upton Tea Imports offers or items landing page(s). Disclaimers at the bottom or end of the article will not be sufficient. Non-compliance with these FTC regulations will risk removal from the program and commissions could be subject to reversal. Further, any Upton Tea Imports affiliate who plans on promoting Upton Tea Imports offers through social media must state clearly "AD:" before each post. Linking to a post with the disclaimer will not be sufficient. For more information:

    8 Miscellaneous
    UTI’s failure to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder. UTI shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond UTI’s reasonable control. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by you except with UTI’s prior written consent. This Agreement shall be governed by the laws of the State of California and the parties shall submit to the exclusive jurisdiction of the California courts. A party that substantially prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys’ fees and costs. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you acknowledge that you do not have any authority of any kind to bind UTI in any respect whatsoever. Notwithstanding anything to the contrary herein, to the extent that you are accessing or utilizing the UTI website you shall be subject to the UTI Website Terms and Conditions located at (the “UTI Site Terms”), which UTI Site Terms shall prevail in the event of a conflict between this Agreement and the UTI Site Terms.
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