Utopius Affiliate Agreement
We are excited to work with motivated affiliates! We value their ability to promote products and drive potential customers to our website and we are eager to create mutually beneficial relationships!
Your submission of an application to become a third-party affiliate under the terms of this Agreement constitutes your acceptance of the terms of this Agreement and creates a binding legal agreement between Utopius, LLC, a Utah limited liability company (“Utopius”) and you (“you” and “your”). If you choose to accept these terms, you must do so as written, without modification. If you do not accept these terms, you will not be allowed the rights of an affiliate. You acknowledge and agree that Utopius is in the business of selling nutritional supplements and health and wellness-related equipment (“Products”) through retail outlets and Internet sales through www.utopius.com (“Website”); that Internet sales may come through marketing, promotional, and advertising services of third-party affiliates; and that you desire to provide such services in accordance with the terms of this Agreement. You warrant and represent that you have the legal authority to enter into this Agreement as an individual, or on behalf of the entity for which you are acting.
Utopius reserves the right to update and change this Agreement from time to time without notice. Any new features that augment or enhance the current Program, including the release of new tools and resources, shall be subject to the terms of this Agreement. Continued use of the Program after any such changes shall constitute your consent to such changes.
Violation of any of the terms outlined in this Agreement will result in the termination of your Account and for forfeiture of any outstanding affiliate commission payments earned during the violation. You agree to use the Affiliate Program at your own risk.
- You must be 18 years or older to participate in this Program.
- You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
- You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process.
- Your login may only be used by one person – a single login shared by multiple people is not permitted.
- You are responsible for selecting and keeping confidential your user name and password. You may not share or disclose your user name and password to anyone other than Utopius. You understand that you are responsible for all uses of the Website through your user name and password. Utopius cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
- You are responsible for all Content posted and activity that occurs under your account.
- You may not use the Affiliate Program for any illegal or unauthorized purpose. You must not, in the use of any provided services, violate any laws in your jurisdiction (including but not limited to copyright laws).
Links/graphics on your site, in your emails, or other communications
Once you have signed up for the Affiliate Program, you will be assigned a unique Affiliate Code or Affiliate Link. You are permitted to place links, banners, or other graphics we provide with your Affiliate Code on your site, in your emails, or in other communications. We will provide you with guidelines, link styles, and graphical artwork to use in linking to Utopius. We may change the design of the artwork at any time without notice, but we will not change the dimensions of the provided images without issuing appropriate notice. Affiliates shall be permitted to modify or create their own advertisements as needed.
Utopius hereby grants to you a non-exclusive, non-assignable, non-transferable, non-sublicensable, limited license (“License”) to use Utopius trademarks, service marks, logos, copyrights, Website, web banners, and other intellectual property (“Intellectual Property”), to the extent of and in the form provided to you by Utopius. You shall display all notices for the Intellectual Property that we require. You shall not alter the Intellectual Property Utopius provides to you, except with its prior approval. You may only use the Intellectual Property that Utopius provides to you for the purposes expressed in this Agreement. You may also create materials, such as web banners and advertisements, by using the Intellectual Property and this is subject to the understanding that Utopius shall own all right, title, and interest in and to whatever materials you create, including derivative works of the Intellectual Property.
To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special link formats to be used in all links between your site and Utopius. You must ensure that each of the links between your site and the Utopius properly utilizes such special link formats. Links to the Utopius website placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as “Special Links.” You will earn referral fees only with respect to sales on Utopius products occurring directly through Special Links; we will not be liable to you with respect to any failure by you or someone you refer to use Special Links or incorrectly type your Affiliate Code, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
Identifying yourself as a Utopius Affiliate
You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, say you develop our products, say you are part of Utopius or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause).
Unlike many other programs offered by competitors we currently do allow the of purchase products through your affiliate links for your own use. However, if any affiliates are, in addition to being an Affiliate, also a Utopius Dealer, as described in our Dealer Agreement, no commission on products will be paid.
Referral fees/commissions and payment
For every sale of Products that come to Utopius on the Website directly from a link from your Referral Code, Utopius will pay you a commission of TWENTY PERCENT (20%) of the advertised price, less discounts, promotions, rebates, specials, and the like.
Affiliate commissions shall not apply to taxes, government charges, shipping, handling, surcharges, and other charges. The commission shall not apply towards sales that are made then later cancelled, refunded, or returned, declined credit or debit cards, sales that are determined to be unauthorized or the result of fraud or identity theft, sales that are not permitted by law, sales that cannot be fulfilled due to out-of-stock or back-order issues or replaced Products, or other reasons.
For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your website, Internet page, email, or other communications to https://www.utopius.com and complete an order for a product during that session. Referrals will be paid based on a first come, first serve basis. Referral cookies are active for twenty four (24) hours.
We will only pay commissions on links that are automatically tracked and reported by our systems. We will not pay commissions if someone claims they purchased or someone claims they entered a referral code if it was not tracked by our system. We can only pay commissions on business generated through properly formatted special links that were automatically tracked by our systems.
We reserve the right to disqualify commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. You may not bid on, and therefore will not receive any commission for sales based upon, the following search terms: utopius, utopius.com, utopius coupon, and any variations of the foregoing taking into account, without limitation, capital letters, spaces, and punctuation. You are permitted to operate your affiliate program through websites that share commissions with customers.
Payments only begin once you’ve earned more than $25 in affiliate income. If your affiliate account never crosses the $25 threshold, your commissions will not be realized or paid. We are only responsible for paying accounts that have crossed the $25 threshold.
Payment, Refunds & Deductions
As long as current affiliate earnings are over $25 funds will be released. If Affiliates have not earned $25 then payment will be made in following month or in any subsequent month that the threshold is reached. Payment is typically issued during the first week of each month, however processing can take up to 15 day. Payments will made based on the information provided during the Affiliate sign up process (current payment options include Paypal and we anticipate will be forthcoming, although checks may incur mailing and administrative fees).
As alluded to above, there are certain situation which may result in removal of a commission. For example: In the event a customer requests a refund for a transaction or in the event of a fraudulent transaction which results in a chargeback or cancellation past a thirty-day window, any earned commissions will be deducted from the Affiliate’s existing balance.
Customers who buy products through this Program will be deemed to be the customers of Utopius. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, we do not recommend that displaying hardcoded product prices on your site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
- The technical operation of your site and all related equipment.
- Ensuring the display of Special Links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site).
- The accuracy, truth, and appropriateness of materials posted on your site (including, among other things, all Product-related materials and any information you include within or associate with Special Links).
- Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
- Ensuring that materials posted on your site are not libelous or otherwise illegal.
Compliance with Laws
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
Term of the Agreement and Program
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to https://www.utopius.com, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. Utopius reserves the right to end the Program at any time. Upon program termination, Utopius will pay any outstanding earnings accrued above $25.
Utopius, at its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Program, or any other Utopius services, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of your Account or your access to your Account, and the forfeiture and relinquishment of all potential or to-be-paid commissions in your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. Utopius reserves the right to refuse service to anyone for any reason at any time.
Relationship of Parties
You and Utopius are independen, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on behalf of Utopius. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
Limitations of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Utopius will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
This Agreement will be governed by the laws of The United States, and the laws of the state of Utah.You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
The failure of Utopius to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Utopius and govern your use of the Service, superseding any prior agreements between you and Utopius (including, but not limited to, any prior versions of the Terms of Service).