PROMOTION PARTNER AGREEMENT
Version 1.0
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, or products размещенных on the Company’s platform, 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.
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, the rules of the advertising platform, 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, including similar domains in other domain zones.
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.
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.lifelonglevelup.com/page/affiliate-grid/2.
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, including a user’s first purchase, repeat purchase, sale of the Partner’s own product, sale of a third party’s product, sale as part of a bundle, special offer, subscription, upsell, or other combined 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.
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, unless otherwise expressly required by applicable law.
9.2. The Company is not obligated to reimburse the Partner for expenses related to content creation, advertising, traffic acquisition, production, account management, payment of contractors, software, subscriptions, 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, promotion strategy, 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
