UTM.io Affiliate Policy

All UTM.io Affiliates are required to agree to and comply with these terms. This list includes all the necessary information to become a UTM.io affiliate, including resources, recommendations, and legal requirements.

If you are not yet part of the UTM.io Affiliate Program, you can apply here. If you have any questions or need further assistance, feel free to contact us at affiliates@utm.io.

Commission

Commission rate

Available commission rates can be acquired by speaking with your affiliate manager. Commissions may be based on either paid sign-ups or leads (not both), and purchase commissions may be calculated based on monthly or annual purchases at the rates agreed upon between the affiliate and UTM.io.

Limitations:

1. For purchase commissions, you will receive a commission for the first purchase made by a new customer who is not in an active sales process with us at the time of the affiliate link click or referral.
2. The customer needs to be an active customer for the locking period of 60 days after the purchase is completed.
3. Affiliate links may rely on cookies to track referrals. Therefore, if cookies get cleared, we may not be able to track these events.
4. Cookie windows are a rolling 30 day window.
5. Only affiliate links can be used to track referrals. Incorrect use of affiliate links will result in an inability to track referrals.
6. Fraudulent or stolen attribution is a non-payable event. If we suspect fraud (for example, if we see that sign-ups are all from the same city or IP address), we may require you to prove that the referrals are valid.

There are a number of other limitations that may result in commissions not being paid. We encourage you to read the Affiliate Program Agreement for more information on this.

Upgrades/downgrades

You do not receive additional commission if a customer upgrades to a higher-tiered product in the future. If a customer downgrades, you will not receive the commission associated with that downgrade.

Attribution

In the event a single customer clicks two different affiliate links, the last affiliate gets the credit. We do, however, reserve the right to modify this in certain circumstances.

Promoting UTM.io

UTM.io branding

1. Do: Capitalize the “UTM” in “UTM.io”. This is important to maintain consistent branding. You must follow our vendor kit, our Trademark Usage Guidelines here, and our Content Usage Guidelines here.
2. Do Not: Use false or misleading statements on the benefits of using UTM.io (e.g., “Get rich quick with UTM.io”). Do not modify or adjust the UTM.io logo in any marketing material you might create, including the creation of any visual badges or dual-logo lockups.

What to call yourself

As we have multiple ways to partner with UTM.io and several ways to reference those relationships, here are some guidelines around what you can and cannot call yourself within the UTM.io Affiliate Program.

1. Do: Say you’re a “UTM.io Affiliate” or “Affiliate”.
2. Do Not: Refer to yourself as a Partner or that you’ve “partnered with UTM.io.” This includes press releases, references in videos, listings on your website, or in any other marketing material you may be using.

Buying ads

When purchasing ads as a UTM.io affiliate, please avoid directing traffic to your website or through an affiliate link that competes with UTM.io’s own advertising, including branded keywords. If you decide to run ads, direct them to your own website rather than UTM.io or a standalone landing page.

For policies that don’t fall under specific categories:

• We encourage you to participate in surveys related to affiliates, industries, and marketing when requested.
• Please share the places where you’ve used your affiliate link upon request, including links, screenshots, and email sends.
• While it’s not required to purchase UTM.io products as an affiliate, if you choose to do so, do not use your own affiliate link.
• When working with clients, direct them to UTM sales directly to refer them, and do not use your affiliate link. Please reach out to your affiliate manager for getting your sales rep connected to you.
• To comply with FTC guidelines, please disclose clearly before the affiliate link that you’ll receive a commission if someone clicks through and agrees to purchase.

Affiliate Program Agreement

Please read this Affiliate Program Agreement carefully. This agreement is between you (the “Affiliate”) and UTM.io (“Company”). It explains how we will collaborate and other aspects of our business relationship. This is a legal document, so some of the language is “legalese” but we have tried to make it as readable as possible.

The Affiliate Program Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms entirely if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms, we or the Affiliate Tooling will let you know via electronic means, which may include an in-app notification or email. If you do not agree to the update or replacement, you can choose to terminate as we describe below.

Definitions

“Company Affiliate” means a company owned, operated, or controlled by UTM.io.

“Marketing Affiliate Program” means our marketing affiliate program as described in this Agreement.

“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.

“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.

“Affiliate Policies” means the policies applicable to affiliates that we may make available to you from time to time.

“Affiliate Tool” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use to participate in the Affiliate Program.

“Agreement” means this Affiliate Program Agreement and all materials referred or linked to in here.

“Commission” means an amount described in the Affiliate Tooling (or if applicable, in the Program Policies) for each Customer Transaction.

“Customer” means the authorized actual user of the UTM.io Products who has purchased or signed up for the UTM.io products after being an Affiliate Lead.

“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in the Affiliate Tool.

“Customer Data” means all information that Customer submits or collects via the UTM.io Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the UTM.io Products.

“UTM.io Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

“UTM.io Products” means both the Subscription Service and Other Products.

“Program Policies Page” means the landing page: https://utm.io/legal/affiliate-program-policy where we will provide all the up-to-date guidelines and policies for the Affiliate Program.

“Other Products” means those products and services that we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products include all of our marketing software, legacy sales and marketing products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

“Subscription Service” means our web-based sales software that is subscribed to, and developed, operated, and maintained by us, accessible via https://utm.io or another designated URL, and add-on products to our sales software. For the purposes of this Agreement, the Subscription Service does not include our legacy sales products, any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

“UTM.io,” “we,” “us,” and “our” refer to UTM.io LLC.

“Affiliate” and “you” refer to the party that is entering into this Agreement and participating in the Affiliate Program.

Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we have the right to recommend similar products and services of third parties and to work with other parties regarding the design, sale, installation, implementation, and use of similar services and products of third parties.

Affiliate Acceptance

Once you apply to become an Affiliate, we will review your application and notify you of whether you have been accepted to participate in the Affiliate Program. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require you to complete certain requirements or certifications before we accept your application. If we don’t notify you of your acceptance into the Affiliate Program within thirty (30) days of your application, we will consider your application rejected.

If you are accepted to participate in the Affiliate Program, then the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. You will also need to complete any enrollment criteria set out in the Program Policies Page, if applicable. If you fail to complete any enrollment criteria within thirty (30) days of your acceptance, this Agreement will terminate immediately, and you will no longer be able to participate in the Affiliate Program.

You must comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

Customer Transactions

Affiliate Program Limits. 

Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Tooling (or if applicable, in the Program Policies) from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you. We will pay you Commission as described in the Affiliate Tooling (or if applicable, in the Program Policies) for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The start of the Customer’s subscription is determined by the date of the first purchase or sign-up (as applicable) of the Subscription Service by the Customer, and you will receive a Commission payment for the tier the customer signs up for excluding any addons and also regardless of any additional purchases made by that customer during their Subscription Service. For example, if the initial Customer Transaction is for one user of Startup, and there is a subsequent purchase by that same customer for an addon or upgrade to there account for the same team, Affiliate will receive Commission for the initial user purchase only. The Affiliate will not be entitled to receive Commission on any additional purchases of UTM.io Products by that same Customer.

Eligibility

To be eligible for commission through UTM.io, the following conditions must be met:

1. The affiliate lead must be accepted and valid according to the “Acceptance and Validity” section.
2. A customer transaction must have occurred.
3. The customer must remain a customer during the locking period.

If any of the following circumstances occur, you will not be eligible for commission:

1. Compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction.
2. The applicable customer objects to or prohibits such compensation or excludes such compensation from its payments to UTM.io or its affiliates.
3. The customer has paid or will pay such commissions, referral fees, or other compensation directly to you.
4. The commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that UTM.io makes available to you, misuse of the Affiliate Tool, or by any other means that UTM.io deems to breach the spirit of the Marketing Affiliate Program.
5. The customer participates in any of UTM.io’s partner programs and is eligible to receive a commission in relation to the customer transaction under any of these programs.
6. If you are eligible to receive a revenue share payment or commission under another program at UTM.io, that payment amount will not change based on your participation in the Affiliate Program.

To be eligible for a commission payment, the following requirements must be met:

1. You must have agreed to the terms of the Agreement.
2. You must have completed all steps necessary to create your account in the Affiliate Tooling in accordance with UTM.io’s directions.
3. You must have a valid and up-to-date payment method in the Affiliate Tool.
4. You must have completed any and all required tax documentation.

If any of the requirements set forth in the section remain outstanding for six (6) months immediately following the close of a customer transaction, then your right to receive commission arising from any and all customer transactions with the associated customer will be forever forfeited. UTM.io will have no obligation to pay you commission associated with a forfeited transaction. Once you comply with all of the requirements in the section, then you will be eligible to receive commission on customer transactions, as long as these customer transactions do not involve the same customer associated with a forfeited transaction.

The currency in which UTM.io pays the commission, as well as the applicable conversion rate, will be determined by UTM.io or the Affiliate Tool. UTM.io will not pay more than one commission payment or other similar referral fee on any given customer transaction (unless UTM.io chooses to in its discretion).

You are responsible for payment of all taxes and fees (including bank fees) applicable to the commission. All amounts payable by UTM.io to you are subject to offset by UTM.io against any amounts owed by you to UTM.io. UTM.io reserves the right to alter or change the commission amount as per the Affiliate Tool.

Lock-in and Clawback

Lock-in Period

For the purposes of this clause, “Lock-in Period” shall mean the period of 60 Days from the date on which an Affiliate’s commission is credited to their account. UTM.io will hold the credited commission until the release date has passed.

Clawback 

In the event that a customer referred by an Affiliate cancels their subscription within the Lock-in Period or requests a refund for any reason, UTM.io shall have the right to claw back any commission paid to the Affiliate in respect of that customer’s subscription. UTM.io shall provide notice to the Affiliate of any clawback and may offset the clawed-back amount against future commission payments.

Exclusions

This Lock-in and Clawback Clause shall not apply where a customer cancels their subscription or requests a refund due to any act or omission by UTM.io, including but not limited to breach of the Affiliate Agreement, breach of the Subscription Agreement or failure to provide the Services in accordance with the Subscription Agreement.

Effect of Termination

The provisions of this Lock-in and Clawback Clause shall survive termination of the Affiliate Agreement for a period of 6 months from the date of termination.

Dispute Resolution

Any disputes regarding commission payouts or eligibility for commission payouts will be resolved at the sole discretion of UTM.io. UTM.io’s decision on such matters will be final and binding.

Training and Support

As part of our Affiliate Program, we offer various webinars and other resources to assist you, which may be made available to you free of charge. We strongly recommend that you encourage your sales representatives and relevant personnel to participate in training and content that we recommend and may provide. We reserve the right to modify or terminate any or all aspects of the Affiliate Program benefits or offerings at any time without prior notice.

Trademarks

You hereby grant us a non-exclusive, non-transferable, royalty-free license to use and display your trademarks, service marks, and logos (collectively, “Affiliate Marks”) in connection with the Affiliate Program and this Agreement.

During the term of this Agreement, if we make our trademark available to you through the Affiliate Tooling, you may use it subject to the usage requirements in this section. You must: (i) use only the images of our trademark that we provide to you, without altering them in any way; (ii) use our trademarks only in connection with the Affiliate Program and this Agreement; (iii) comply with our vendor kit and Trademark Usage Guidelines; and (iv) immediately cease use upon our request. You must not: (i) use our trademark in a misleading or disparaging manner; (ii) use our trademark in a way that suggests we endorse, sponsor, or approve of your products or services; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

Proprietary Rights

No license to any software is granted by this Agreement. The UTM.io Products are protected by intellectual property laws. The UTM.io Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the UTM.io Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the UTM.io Content or the UTM.io Products in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use UTM.io Content, you must comply with our Content Usage Guidelines. UTM.io and other marks that we use from time to time are our trademarks, and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.

We encourage all customers, affiliates, and partners to comment on the UTM.io Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the UTM.io Products, without payment to you.

Confidentiality

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) UTM.io customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors, and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena, or legal process.

Opt-Out and Unsubscribing

You will comply promptly with all opt-out, unsubscribe, “do not call,” and “do not send” requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt-out, unsubscribe, “do not call,” and “do not send” requests.

Term and Termination

Term

This agreement will remain in effect for as long as you are an active participant in the UTM.io Affiliate Program, and will terminate upon notice from either party.

Termination Without Cause

Either party may terminate this agreement with 15 days’ written notice to the other party.

Termination for Agreement Changes

In the event that UTM.io updates or replaces the terms of this agreement, you may terminate this agreement with 5 days’ written notice to UTM.io, provided that you provide written notice within 10 days after UTM.io sends notice of the changes.

Termination for Cause

UTM.io may terminate this agreement under the following circumstances: (i) you materially breach the agreement and fail to cure such breach within 30 days of receiving notice, (ii) you fail to pay any amounts owed to UTM.io and such amount remains unpaid for 15 days after receiving notice, (iii) you become the subject of a bankruptcy or insolvency proceeding, (iv) you breach the terms of your subscription agreement with UTM.io, or (v) UTM.io determines that your actions have negatively affected UTM.io, its customers, or its prospects.

Effects of Expiration/Termination

If this agreement expires or terminates without cause by UTM.io, by you with cause, or by you according to the ‘Termination for Agreement Changes’ section, UTM.io will still pay you commissions for any customer transactions recognized by UTM.io within 30 days after the termination or expiration date, provided that you are not eligible to receive a revenue share payment under the Solutions Partner Program Agreement. If this agreement is terminated without cause by you or for cause by UTM.io, UTM.io’s obligation to pay and your right to receive any commission will terminate on the date of termination. Upon termination or expiration, you must discontinue all use of the Affiliate Tooling and UTM.io trademark and references to the Affiliate Program. Additionally, any Affiliate Lead generated after termination or expiration will not be considered valid.

Affiliate Representations and Warranties

By participating in the UTM.io Affiliate Program, you represent and warrant that: (i) you have all necessary rights and permissions to provision UTM.io with Affiliate Leads for use in sales and marketing efforts, (ii) your participation in the program will not conflict with any existing agreements or arrangements, and (iii) you own or have sufficient rights to use and grant UTM.io the right to use the Affiliate Marks.

You further represent and warrant that (i) you will comply with all applicable trade and regulatory requirements, (ii) you will accurately provide all websites and domains where you intend to use Affiliate Links, (iii) you will not purchase ads that compete with UTM.io’s advertising, (iv) you will not participate in cookie stuffing or use false or misleading links, (v) you will not attempt to mask referring URL information, (vi) you will not use your own Affiliate Link to purchase UTM.io products for yourself, and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer.

Indemnification

You agree to indemnify, defend, and hold us and our officers, directors, employees, agents, service providers, licensors, and affiliates harmless against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us by a third party not affiliated with us, to the extent that such Action is based upon or arises out of (a) your participation in the UTM.io Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the UTM.io Affiliate Tool, or (e) our use of the UTM.io Affiliate Marks.

If we become aware of any such claim, we will notify you in writing within thirty (30) days, and you will have sole control of the defense or settlement of such a claim. You will provide us (at your expense) with any and all information and assistance reasonably requested by us to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Disclaimers; Limitations of Liability

Disclaimer of Warranties

UTM.io and its affiliated companies make no representations or warranties regarding the suitability, reliability, availability, timeliness, security, or accuracy of the UTM.io Products, UTM.io Content, the Affiliate Program, or the Affiliate Tooling for any purpose. Application Programming Interfaces (APIs) and Affiliate Tooling may not be available at all times. The UTM.io Products and the Affiliate Tooling are provided “as is” without warranty or condition of any kind. We disclaim all warranties and conditions of any kind, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement, to the extent permitted by law.

No Indirect Damages

To the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.

Limitation of Liability

If, despite the other terms of this agreement, we are determined to have any liability to you or any third party, the parties agree that our aggregate liability will be limited to the total commission amounts you have actually earned for the related customer transactions in the twelve-month period preceding the event giving rise to a claim.

Affiliate Tooling

We disclaim all liability with respect to the Affiliate Tooling that you use. We do not promise to make the Affiliate Tooling available to you, and we may choose to do so, or not to do so, in our discretion.

Cookie Duration

Cookies used as part of the Affiliate Tooling have a set duration. If a potential customer clears their cookies during this period, UTM.io shall not be liable for any commissions that may have been owed to you.

Non-Solicitation

During the term of this agreement and for a period of one year after the termination of this agreement, the Affiliate agrees not to directly or indirectly solicit, divert, or attempt to solicit or divert any customers or clients of the Merchant for any competing products or services. The Affiliate shall not engage in any activities that may interfere with the Merchant’s relationship with its customers or clients, including but not limited to contacting, soliciting, or accepting business from any customer or client of the Merchant for competing products or services. The Affiliate further agrees not to disclose any customer or client information, trade secrets, or confidential information obtained through the affiliate program to any third party or use such information for their own benefit or the benefit of any other party. The restrictions in this section shall apply regardless of whether the solicitation or diversion is initiated by the Affiliate or by a third party on behalf of the Affiliate. In the event of a breach of this non-solicitation provision, the Affiliate agrees to indemnify and hold the Merchant harmless from any damages, losses, or expenses incurred as a result of such breach.

General

Amendment; No Waiver

UTM.io may update and change any part or all of the UTM.io Affliate Policy or Affiliate Program Policy, including by replacing them in their entirety. If UTM.io updates or changes the UTM.io Affliate Policy or Affiliate Program Policy, the updated UTM.io Affiliate Policy or Affiliate Program Policy will be made available to you via the UTM.io tool and/or by email. The updated UTM.io Affiliate Policy or Affiliate Program Policy will become effective and binding on the next business day after UTM.io has notified you. When UTM.io changes the UTM.io Affiliate Policy or Affiliate Program Policy, the “Last Modified” date above will be updated to reflect the date of the most recent version at https://utm.io/terms. UTM.io encourages you to review the UTM.io Affiliate Policy or Affiliate Program Policy periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as UTM.io describes above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

Applicable Law

The UTM.io Affiliate Policy or Affiliate Program Policy shall be governed by the laws of the State of Flordia, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with the UTM.io Affiliate Policy or Affiliate Program Policy or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Orange County, Floridia.

Force Majeure

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Actions Permitted

Except for actions for non-payment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to th UTM.io Affliate Policy or Affiliate Program Policy may be brought by either party more than one (1) year after the cause of action has accrued.

Relationship of the Parties

Both you and UTM.io agree that no joint venture, partnership, employment, or agency relationship exists between you and UTM.io as a result of the UTM.io Affliate Policy or Affiliate Program Policy.

Compliance with Applicable Laws

You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to UTM.io, its customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to UTM.io. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury.

You will not directly or indirectly export, re-export, or transfer UTM.io to prohibited countries or individuals or permit use of UTM.io by prohibited countries or individuals.

Severability

If any part of the UTM.io Affliate Policy or Affiliate Program Policy is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the UTM.io Affliate Policy or Affiliate Program Policywill continue in effect.

Notices

Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

To UTM.io: UTM.io, 300 S Orange Ave Suite1000, Orlando FL, USA, 32801, Attention: General Counsel

To you: your address as provided in our affiliate account information for you.

We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

Entire Agreement

This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the UTM.io Products or dependent on any oral or written public comments made by us regarding future functionality or features of the UTM.io Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

Assignment.

You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

No Third Party Beneficiaries

Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Program Policies Page

We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference.

No Licenses

We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the UTM.io Products, our trademarks, or any other property or right of ours.

Sales

This Agreement shall in no way limit our right to sell the UTM.io Products, directly or indirectly, to any current or prospective customers.

Authority

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

Survival.

The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.

Data Processing and Protection

UTM.io and its affiliate acknowledge that in connection with the Affiliate Program, each party may provide or make available to the other party Personal Data. To the extent that any Personal Data is processed in connection with the Program, the terms set forth in the UTM.io Data Processing Agreement (DPA), which are hereby incorporated by reference, shall apply. Each party shall process the copy of the Personal Data in its possession or control: (i) in accordance with the UTM.io DPA (ii) as an independent controller (not as a joint controller with the other party) (iii) for the purposes described in this Agreement; and/or (iv) as may otherwise be permitted under Applicable Data Protection Law. For the avoidance of doubt and without prejudice to the foregoing, UTM.io shall be an independent controller of any Personal Data that it receives or shares with its affiliate.