Uplevel Affiliate Program Agreement — Version 3.0

1. Agreement and eligibility

This Affiliate Program Agreement (the Agreement) is between Uplevel Technologies, Inc., the United States company that operates the Uplevel products and the uplevelre.com services (Uplevel, we, us), and the person or entity identified in the application (Affiliate, you). By applying to or participating in the Uplevel Affiliate Program (the Program), you agree to this Agreement and the policy version identified at acceptance. If you accept for an entity, you represent that you have authority to bind it.

This is version 3.0 of the Agreement. Its effective date and required version are displayed with the terms before you accept. Your recorded acceptance identifies the version you agreed to.

You must be at least 18, be legally able to enter this Agreement, and be based in the United States, the country supported by this version. You may join as an individual, sole proprietor, LLC, partnership, or corporation. Provide complete, accurate, current signup information and keep your contact, identity, promotion, tax, and payout details up to date. Protect your account and tell Support promptly about unauthorized use.

When enrollment is open, a valid completed signup, verified email address, and acceptance of the current Agreement result in automatic approval. There is no routine staff-review waiting period. You receive a live referral link and can start sharing it after joining. Staff are notified of new signups and may review participation for compliance with this Agreement.

Stripe tax and payout onboarding is separate from joining and activating links. You can share live links while completing it. A link or an approved account does not itself earn a commission. Qualifying payments must meet Section 6, and receiving money requires the verification, holds, and other payout conditions in Sections 8 and 9. Automatic approval does not waive eligibility or prohibit a later suspension, rejection of an ineligible referral, or termination under this Agreement. Approval does not guarantee referrals, commissions, or Program duration.

An Affiliate account is separate from any Uplevel customer workspace or membership. Being a customer does not replace affiliate signup, grant access to another customer's data, or make a self-referral eligible.

2. Appointment and relationship

While your status is active, Uplevel grants you a limited, revocable, non-exclusive, non-transferable right to promote approved Uplevel services using approved materials and referral links. You may not appoint sub-affiliates, create a multi-level arrangement, bind Uplevel, negotiate for Uplevel, collect customer money, provide warranties for Uplevel, or present yourself as an employee, agent, franchisee, joint venturer, or legal representative of Uplevel.

You control when, where, and how you perform permitted promotion, subject to this Agreement and law. You are responsible for your business expenses, licenses, insurance, personnel, taxes, and compliance. The parties intend an independent-contractor relationship; the label does not override applicable classification law. Nothing in this Agreement entitles you to wages, benefits, workers' compensation, or unemployment insurance from Uplevel.

3. Honest promotion and disclosures

You must:

make truthful, current, substantiated statements based on your real opinion or experience;
use only current approved product, price, offer, brand, and comparison claims;
clearly and conspicuously disclose that you may earn a commission whenever you endorse Uplevel or present a referral link;
place the disclosure close to the endorsement/link, before or at the point a person acts, in the same language and medium as the promotion;
make an audible and visual disclosure in video or other content that is both heard and seen, and repeat it when needed for a reasonable viewer to notice;
comply with advertising, privacy, anti-spam, telemarketing, endorsement, platform, and professional rules that apply to you; and
promptly correct or remove content when Uplevel withdraws a claim or asks you to remedy a compliance issue.

Affiliate link, commissionable link, a disclosure hidden behind a link, a profile-only disclosure, or a tag buried among other tags may not adequately explain the financial relationship. Use plain language ordinary people understand.

The disclosure is required for recommendations even when no referral link appears in the message. Each promotion must stand on its own. Readers should not have to open a profile, expand hidden text, follow a disclosure link, or remember an earlier post to understand your paid relationship. A platform's paid-partnership label may supplement your disclosure but does not replace a clear explanation where the recommendation appears.

Use these baseline examples and placements, adapted to your channel:

Website, blog, or review: Put “I may earn a commission if you purchase Uplevel through this link” beside the recommendation and before or next to the referral link, where readers will see it before clicking.
Email or newsletter: Put the same statement in the message beside the recommendation or link. A footer or separate disclosure page alone is not enough. Only send to recipients you may lawfully contact.
Social post: Put “Ad: I may earn a commission if you join Uplevel through this link” with the recommendation, before the link or any text hidden behind “more.”
Story or image: Place “Ad: I earn commissions from Uplevel” on the image, readable against its background and visible long enough to read.
Video or webinar: Say and display “Uplevel pays me a commission if you sign up through my link” before the first recommendation or link callout. Also place it beside the link in the description. Repeat it periodically during a live stream for viewers who join later.
Podcast, call, or in-person recommendation: Say “I earn a commission from Uplevel for qualifying referrals” when making the recommendation, before asking someone to use your link. Include it beside a link in any accompanying notes.

These examples do not guarantee compliance in every context. If a platform cannot support a clear disclosure, do not use that platform or format for the promotion.

4. Permitted promotion and prohibited conduct

You may use your own website, blog, social posts, videos, podcasts, webinars, lawful email, or professional recommendations to promote Uplevel, subject to the disclosure, consent, claims, brand, and platform rules in this Agreement. Use approved destinations and current brand materials. A channel listed here is not permission for unsolicited messages, brand bidding, or an incentive campaign.

You may not:

refer yourself, a controlled entity, household member, employee, or an account created chiefly to obtain commission;
claim an existing lead/customer, create duplicates, or conceal a prior relationship;
send unsolicited commercial messages, use purchased lists, robocall, or contact people without legally sufficient consent;
use cookie stuffing, hidden frames, adware, malware, forced redirects, misleading buttons, automatic link activation, or any technique that creates attribution without a person's intentional eligible click;
bid on Uplevel, related marks or misspellings, direct-link a paid search ad, impersonate Uplevel, or register confusing domains/accounts unless a written campaign approval expressly permits it;
offer coupons, rebates, cash, gifts, sweepstakes, or other incentives unless Uplevel issued and approved the exact campaign;
make deceptive or unsubstantiated earnings, savings, performance, customer, security, legal, tax, MLS, integration, or comparative claims;
publish fake reviews, conceal a material connection, manipulate engagement, disparage competitors falsely, or use another person's intellectual property or likeness without permission;
collect a prospect's Uplevel credentials, payment information, or other sensitive data; or
promote illegal, discriminatory, hateful, sexually exploitative, violent, fraudulent, or otherwise brand-unsafe content.

5. Links and attribution

Uplevel supplies opaque, revocable links for approved destinations. You may add an allowed campaign/sub-id that contains no personal information. You may not modify, conceal, automate, or misrepresent a link's function.

This version uses last-click attribution for the window in the active policy (90 days at this version). The most recent valid eligible click owns the journey while unexpired: a valid click on another affiliate's link replaces an earlier affiliate's unconverted attribution in that browser. A repeat click for the same affiliate refreshes expiry to 90 days from that valid click. Returning directly without another affiliate link preserves valid stored attribution until it expires. After expiry, the next eligible click starts a new journey under the then-current policy. Attribution is fixed once a qualifying account is created; a later click does not move an account already attributed. Attribution persists server-side when a qualifying lead/account is created; a URL parameter alone is not proof.

Only supported signup or Early Access intake flows can attach the referral. A valid link click alone does not create a qualifying customer. Where consent is required, attribution waits for it. Missing consent, cleared browser storage, a different browser or device, expired tracking, or a revoked link can prevent an unconverted journey from being attributed. Tracking is not guaranteed across browsers or devices.

A qualifying referral must be unique and genuine, not a test identity or duplicate account. Existing leads, customers, workspaces, or sales opportunities within the policy's 180-day lookback before the first click are excluded. Self-referrals and the related-party referrals in Section 4 are excluded even if the link appears to track them.

Uplevel may reject attribution for an expired window, pre-existing relationship, duplicate, self-referral, invalid/test identity, prohibited promotion, fraud, or other policy reason. You may submit a dispute within the policy deadline with evidence. Uplevel may make a documented manual correction; no Affiliate is entitled to attribution solely because a person recalled or typed their name. For a missing referral, contact Support with the link or campaign label, relevant dates, and evidence you may lawfully share. Staff may correct attribution within 30 days after lead or signup creation and before a related commission is paid. Later corrections require the financial adjustment process. A correction is reviewed, not guaranteed.

6. Commissions

A commission exists only when all active-policy conditions are met and the Uplevel ledger records it. Clicks, leads, trials, invoice creation, payment authorization, projected revenue, and an Affiliate dashboard estimate are not earned or payable compensation.

The effective rule follows this order: Affiliate override, plan/product or campaign rule, then program default. The rule, basis, duration, hold, and policy versions are snapshotted on each commission. The active policy identifies the eligible products, qualifying settled-payment event, percentage or fixed amount, one-payment/fixed-period/lifetime duration, exclusions, rounding, and hold. At this version the program default is 20% of eligible, settled Uplevel plan subscription revenue for a 12-month earning period beginning with the referred customer's first eligible settled payment. The eligible product is the base Uplevel plan subscription. The plan is priced per user, and every user on the referred account counts toward the eligible basis. Calling add-ons, usage charges, MLS fees, and other pass-through or non-plan charges are excluded unless a separately approved rule expressly includes them.

Discounts and credits reduce the eligible basis. Taxes, provider/pass-through fees, ineligible products, uncollected amounts, bad debt, and other active policy exclusions do not earn commission.

An upgrade earns on newly eligible settled revenue within the original commission duration; it does not restart that duration. A downgrade reduces future eligible revenue without clawing back prior service periods solely because of the downgrade. Cancellation stops future earnings. Previously earned amounts remain subject to holds and reversals.

A full or partial refund creates a proportional reversal of the original commission. A chargeback reverses the related commission; if the dispute is won, an adjustment can restore the eligible amount. Bad debt earns nothing, and a settlement later undone can reverse a prior commission. These changes use the original commission's rule and basis, including after payout. Amounts are calculated in USD and rounded half up to the nearest cent once per commission line; a sub-cent result can round to zero.

Pending or under-review amounts are estimates, not due. A commission becomes payable only after its hold and all tax, payout, fraud, dispute, and minimum conditions pass. Uplevel may correct a calculation or eligibility error with an auditable adjustment. We do not silently edit settled financial history.

7. Reversals, overpayments, and setoff

A refund, chargeback, payment reversal, duplicate, self-referral, fraud, policy violation, or calculation error may create a reversal even after a payout. Uplevel may offset a negative Affiliate balance against future commissions. We will not debit your bank account automatically. If future earnings do not cover an overpayment, you must repay a properly documented amount within 30 days after notice, subject to your right to dispute it.

8. Payouts

Payouts are executed through Stripe, the same regulated payment provider that processes Uplevel customer billing. To become payout-ready you must complete Stripe's hosted onboarding for the Program, which collects your identity, taxpayer certification, and U.S. bank details directly with Stripe; Uplevel never receives or stores your bank credentials or full tax identifiers, only an opaque account reference, verification status, and safe display metadata such as the destination's last four digits.

The payout schedule at this version is:

Method. ACH bank transfer to your verified U.S. bank account, in USD. Checks, wire transfers, cards, wallets, and cryptocurrency are not offered.
Hold. Each commission becomes payable 30 calendar days after its qualifying payment settles, provided no refund, dispute, or review is open.
Cycle. Payable balances are cut off at 23:59:59 UTC on the last calendar day of each month. Approved batches target release by the 15th of the following month or the next business day.
Minimum. A payout requires at least $100 of payable balance. Smaller balances remain yours and roll forward to later cycles.
Fees. Uplevel pays the standard payout costs; no payout fee is deducted from your balance. Your own bank's terms are outside our control.

Release to Stripe discharges Uplevel's payment obligation for the amounts released; Stripe then settles to your bank account on its own schedule. No fixed arrival time is guaranteed; provider, banking, compliance, holidays, and recipient details can affect settlement. You must keep your Stripe payout details current, complete requested reverification promptly, and protect access to your account. Uplevel will never ask you to send bank credentials or full tax identifiers to Support.

If a payout fails or returns, the underlying payable amount remains in the ledger after any permitted, disclosed adjustment. You must remedy invalid recipient information through the Stripe-hosted flow. Uplevel may delay or block a payout to comply with law, sanctions, tax, fraud/risk review, a dispute, provider requirements, or this Agreement.

9. Taxes

You are responsible for all taxes arising from your Program compensation except amounts Uplevel or its provider is legally required to withhold or report. As part of Stripe-hosted onboarding you must certify your taxpayer information (the substance of IRS Form W-9 for U.S. persons) and keep it accurate. Payout readiness requires a valid certification; a payout is blocked while your tax status is incomplete, expired, or under review.

Uplevel files and delivers required information returns (such as Form 1099-NEC for U.S. affiliates meeting the applicable reporting threshold) through Stripe's tax reporting service, using the thresholds, forms, and deadlines in force for the relevant tax year. Where backup withholding or another withholding obligation applies, it will be applied and remitted as required by law and recorded in your ledger.

Tax form types, reporting thresholds, withholding rates, state obligations, and deadlines vary by tax year and facts; they are determined from current law and provider configuration, not a figure printed in this Agreement. You must consult your own adviser; Uplevel does not provide tax or legal advice.

10. Data and privacy

Each party must collect and use personal information lawfully, only for a legitimate permitted purpose, and protect it appropriately. You may use prospect information you obtained independently only with required notice and consent. Participation does not grant access to Uplevel customer or workspace data.

Affiliate reporting is intentionally limited. You may receive an opaque referral identifier, event dates, coarse product category, status/reason, and financial amounts. You are not entitled to a referred person's name, email, phone, workspace, payment details, or other unnecessary customer information.

Payout and tax details are collected in the Stripe-hosted flow under Stripe's own terms and privacy practices. Uplevel stores provider references, readiness state, and safe display metadata — not raw bank credentials or full tax identifiers. Privacy and retention follow the active policy and applicable law.

11. Intellectual property

Uplevel retains all rights in its names, marks, software, content, and materials. You may use current approved brand assets solely for active Program promotion and according to brand guidance. You do not acquire ownership and must stop use when asked or when participation ends. You grant Uplevel a limited right to review and retain compliance evidence of Program promotion.

You remain responsible for your content. Feedback about the Program may be used by Uplevel without a payment obligation, but Uplevel will not use your name, likeness, or endorsement in public marketing without separate permission.

12. Records, monitoring, and audit

Keep records reasonably sufficient to prove consent, disclosures, approved claims, traffic sources, and disputed referrals for the retention period in the active policy. On reasonable request, provide relevant records with unrelated personal information redacted.

Uplevel may monitor links, public promotions, abnormal traffic, duplicate or self-referral signals, complaints, and provider risk outcomes. Monitoring does not transfer your compliance duties to Uplevel. We may require training, correction, removal, or a pause while reviewing risk.

13. Suspension and termination

Either party may end participation on written notice. Uplevel may suspend or terminate immediately for suspected fraud, sanctions/provider restriction, data/security risk, deceptive or unlawful promotion, material breach, harm to customers or the brand, or failure to remediate.

Suspension stops new qualifying activity and may hold unpaid amounts while the reason is investigated. Termination stops new earnings. Valid payable amounts earned before termination remain payable after applicable holds, minimums, reversals, taxes, and setoffs unless they arose from breach, fraud, or ineligible activity.

14. Program and agreement changes

Uplevel may change or end the Program prospectively. Material changes use a new policy or terms version and notice. Where fresh acceptance is required, new earnings stop until acceptance; existing ledger entries retain their original snapshots. We do not apply a lower rule retroactively to an already recorded commission except through a reasoned reversal or correction permitted by its original terms.

15. Disclaimers

THE PROGRAM, LINKS, REPORTING, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Uplevel DOES NOT GUARANTEE TRAFFIC, CONVERSIONS, REVENUE, COMMISSIONS, PROGRAM AVAILABILITY, OR UNINTERRUPTED OR ERROR-FREE TRACKING. NOTHING IN THE PROGRAM IS LEGAL, TAX, FINANCIAL, OR BUSINESS ADVICE.

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. Uplevel's TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PROGRAM OR THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) THE COMMISSIONS PROPERLY PAYABLE TO YOU FOR THE TWELVE MONTHS BEFORE THE EVENT FIRST GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS ($100).

THESE LIMITS DO NOT APPLY TO A PARTY'S FRAUD OR WILLFUL MISCONDUCT, YOUR INDEMNIFICATION OBLIGATIONS, YOUR BREACH OF SECTIONS 3, 4, OR 11, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. PROPERLY EARNED AND PAYABLE COMMISSIONS ARE A PAYMENT OBLIGATION, NOT DAMAGES, AND ARE NOT REDUCED BY THIS SECTION.

17. Indemnification

You will defend, indemnify, and hold harmless Uplevel and its officers, directors, employees, and agents from and against any third-party claim, investigation, loss, liability, damage, penalty, cost, and reasonable attorneys' fees arising out of or relating to: (a) your promotion, content, sites, messages, or data practices; (b) your breach of this Agreement or of law, including advertising, endorsement-disclosure, anti-spam, telemarketing, and privacy requirements; (c) your taxes, classification, personnel, or business operations; or (d) fraudulent, deceptive, or unauthorized conduct in connection with the Program. Uplevel will give you prompt notice of a claim and may participate in the defense with its own counsel; you may not settle a claim that imposes obligations on Uplevel without its written consent.

18. Governing law and dispute resolution

This Agreement is governed by the laws of the State of Washington, excluding its conflict-of-laws rules. The parties will first try in good faith to resolve any dispute through the Program's dispute process (Section 20) within 30 days of written notice.

Any dispute not resolved informally will be finally settled by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat is King County, Washington; hearings may be conducted remotely by videoconference. Judgment on the award may be entered in any court of competent jurisdiction. Either party may instead bring an individual claim in small-claims court, and either party may seek temporary equitable relief in the state or federal courts located in King County, Washington to protect intellectual property or confidential information pending arbitration; both parties consent to that venue and jurisdiction for such relief.

DISPUTES MUST BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. NEITHER PARTY MAY PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION AGAINST THE OTHER RELATING TO THE PROGRAM, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER A REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS FOUND UNENFORCEABLE FOR A CLAIM, THAT CLAIM MUST PROCEED IN COURT AND THE REMAINDER STAYS IN ARBITRATION. To the extent permitted by law, any claim must be filed within one year after it accrues.

19. General provisions

This Agreement, the policy version accepted with it, and the referenced program documents are the entire agreement about the Program and supersede prior discussions. You may not assign or transfer this Agreement without Uplevel's written consent; Uplevel may assign it to an affiliate or in connection with a merger, acquisition, or sale of assets. If a provision is unenforceable, it is modified to the minimum extent necessary and the remainder stays effective. A failure to enforce is not a waiver; waivers must be in writing. There are no third-party beneficiaries. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations already due. Sections concerning records, tax, privacy, intellectual property, reversals and repayment, disputes, disclaimers, liability, indemnification, and payment of earned amounts survive termination. Electronic acceptance recorded against a specific agreement version constitutes a signed writing.

20. Notices and support

Program notices may be sent to the Affiliate account email and displayed in the portal; they are effective when sent or displayed. You must keep that address current. Questions and disputes use the Affiliate portal or support@uplevelre.com. Submit a statement or referral dispute within 30 days after the decision becomes visible, with relevant evidence. Support targets an initial response within five business days and a financial decision within ten business days after complete evidence is received. These are response targets; time awaiting requested evidence pauses the decision target. Legal notices to Uplevel must be sent by email to support@uplevelre.com with the subject line “Legal notice — Affiliate Program” and are effective on the first business day after transmission without a delivery error. A copy may also be mailed to Uplevel Technologies, Inc., 1522 Western Ave #50442, Seattle, WA 98101.

Disclosure guidance sources

The disclosure baseline follows the FTC's current guidance that a material financial connection should be clear and conspicuous, close to the endorsement/link, and presented in the relevant media. Review these sources again at every annual policy review: