Affiliate Terms & Conditions

Company Details

Royal Flow - FZCO (License No. 35886) is a technology and education company incorporated under the laws of the United Arab Emirates, with its registered office at UG-01, Building A1, IFZA Business Park DDP, Dubai Silicon Oasis, Dubai, United Arab Emirates.
Upcomers Ltd. is a legal entity incorporated under the laws of Saint Lucia, with registration number 2025-00579, located at: Ground Floor, The Sotheby Building, Rodney Village, Rodney Bay, Gros-Islet, Saint Lucia.
For the purposes of these Affiliate Program Terms and Conditions, Royal Flow - FZCO is the contracting entity operating the Upcomers Affiliate Program, unless expressly stated otherwise.

These Affiliate Program Terms and Conditions (the "Affiliate Terms") govern participation in the Upcomers Affiliate Program (the "Program") and form a legally binding agreement between Royal Flow - FZCO (the "Provider", "Upcomers", "we", "us") and any natural person or legal entity accepted into the Program (the "Affiliate", "you").

By enrolling in or participating in the Program, you confirm that you have read, understood, and agreed to be bound by these Affiliate Terms in full.

These Affiliate Terms supplement the Upcomers Terms & Conditions, Privacy Policy, and any other applicable policies published on the Website. In the event of a conflict between these Affiliate Terms and the Upcomers Terms & Conditions in relation to matters specific to the Program, these Affiliate Terms shall prevail.

Important Disclaimers

The Upcomers platform operates exclusively within a SIMULATED AND EDUCATIONAL TRADING ENVIRONMENT. All trading accounts provided through the platform utilize virtual capital. No actual trades are executed on live financial markets. The Provider is not a brokerage firm, not an exchange, not a financial institution, and does not accept deposits or permit real-world financial transactions through the platform.

The Program is a referral and marketing program only. It does not create an employment relationship, agency, partnership, franchise, joint venture, financial service arrangement, or investment relationship between the parties.

No Guarantee of Earnings. Participation in the Program does not guarantee any level of income, commissions, bonuses, referrals, or financial return. Any earnings depend entirely on the Affiliate's own promotional efforts and the independent purchasing decisions and subsequent activity of third parties. Past commission earnings, whether the Affiliate's own or those of other Affiliates, are not indicative of future results.

Testimonials and Examples. Any testimonials, illustrations, case studies, or commission examples relating to the Program are provided for informational purposes only. They do not represent typical results and must not be treated as a guarantee or indication of future performance.

1. Definitions

1.1. "Affiliate" means a registered user of the Upcomers platform who has been accepted into the Program after satisfying all applicable enrollment requirements.

1.2. "Affiliate Code" means the unique alphanumeric code automatically generated for an Affiliate upon enrollment, which functions both as a referral identifier and as a discount code for Referred Customers.

1.3. "Custom Code" means an additional referral code created by the Affiliate, subject to the requirements set out in Article 3.

1.4. "Referred Customer" means any individual or entity who places an order on the Upcomers platform using an Affiliate Code or Custom Code.

1.5. "Eligible Customer" means a Referred Customer whose first-ever completed order on the Upcomers platform was placed using any affiliate referral code. Only Eligible Customers may generate Commissions under the Program. If a customer's first-ever completed order was not placed using an affiliate referral code, that customer will not become eligible for Commission generation by applying an affiliate code to later orders.

1.6. "Commission" means any monetary compensation earned by the Affiliate under the Program, including Direct Commissions, Network Bonuses, and Reward Split Commissions, as applicable.

1.7. "Network" means the referral hierarchy formed between Affiliates through parent-child referral relationships, supporting up to three levels of depth.

1.8. "Sub-Affiliate" means an Affiliate who joined the Program using another Affiliate's code as their parent code.

1.9. "Balance Ledger" means the unified ledger within the Affiliate account showing available Commissions, bonuses, adjustments, reversals, and withdrawals.

1.10. "Website" means the Upcomers website located at www.upcomers.com, including any related subdomains.

1.11. "Services" means the services provided by the Provider through the Website, as defined in the Terms & Conditions.

1.12. "Terms & Conditions" means the Upcomers Terms & Conditions published on the Website, as amended from time to time.
1.13. "Total Order Value" means the amount actually paid by the customer for the respective order in USD, after the application of any discounts or promotional codes, excluding any taxes or fees.

2. Enrollment and Eligibility

2.1. To enroll in the Program, you must:
2.1.1. be a registered user of the Upcomers platform;
2.1.2. have completed and received approval for identity verification (Know Your Customer, "KYC") on the Upcomers platform;
2.1.3. be at least 18 years of age;
2.1.4. not be a resident, national, or entity established in any jurisdiction listed in the Restricted Countries list published on the Website;
2.1.5. not be subject to sanctions, anti-money laundering restrictions, anti-terrorist financing restrictions, or other legal restrictions that would make participation in the Program unlawful or inappropriate;
2.1.6. agree to and accept these Affiliate Terms in full.

2.2. Enrollment into the Program is subject to review and acceptance by the Provider. We reserve the right to accept, reject, suspend, or revoke participation in the Program where reasonably necessary to protect the Program, the platform, users, compliance interests, or legitimate business interests of the Provider.

2.3. Upon successful enrollment, the system will automatically generate a unique Affiliate Code for you.

2.4. You may optionally enter an existing Affiliate's code as your parent code during enrollment. If you do so, you will become part of that Affiliate's Network. This Network relationship is fixed at the time of enrollment and cannot later be changed, transferred, or reassigned.

2.5. Participation in the Program does not prevent you from using other Upcomers Services as a customer or trader, provided you remain in compliance with all applicable terms and policies.

2.6. The Program is non-exclusive. Unless otherwise agreed in writing, you may participate in or promote other businesses, including competitors, provided that you comply with these Affiliate Terms and applicable law.

2.7. By providing us with an identification number, tax registration number, VAT number, company information, or otherwise indicating that you are acting as a business or legal entity during enrollment or communication, you acknowledge that you may be treated as an entrepreneur rather than a consumer, and consumer protections may not apply to your participation in the Program to the extent permitted by applicable law.

3. Affiliate Codes and Referral Mechanism

3.1. Each Affiliate receives one automatically generated Affiliate Code upon enrollment. The default format is four uppercase letters followed by four digits (e.g., ABCD1234).
3.2. Affiliates may create one or more Custom Codes, subject to the following requirements: (a) between 2 and 50 characters in length; (b) lowercase alphanumeric characters, underscores, and dots only; (c) must contain at least one letter; (d) must be unique across the platform.
3.3. Where a customer applies an Affiliate Code or Custom Code at checkout, the customer receives a discount of 5 percentage points on top of any existing discount applicable to the product at the time of purchase, unless otherwise stated by the Provider.
3.4. Unless otherwise specified by the Provider, referral codes have the following default properties: (a) the associated customer discount may be redeemed once per customer account, on the customer's first order only; (b) the code may be applied at checkout on subsequent orders for commission attribution as set out in Section 4.1; (c) no expiration date; (d) no minimum order amount. The Provider may adjust these settings from time to time.
3.5. Affiliates may not use their own Affiliate Code or Custom Code to place orders for themselves. Any such attempted use may be rejected automatically and may also be treated as abusive conduct.
3.6. Referral attribution is determined per order. Each completed order generates Commission, if any, for the Affiliate whose code was used on that specific order. There is no permanent customer ownership or exclusive attribution. A customer may use different affiliates' codes on different orders.
3.7. Affiliate Codes and Custom Codes may be shared through any lawful channel, including websites, blogs, social media, communities, podcasts, educational content, video content, and personal referrals, provided that all promotion remains compliant with these Affiliate Terms and applicable law.

4. Commission Structure

The Program provides the following categories of Commission: Direct Commissions, Network Bonuses, and Reward Split Commissions.

4.1 Direct Commissions
4.1.1. Direct Commissions are earned when an Eligible Customer places a completed order using the Affiliate's code. The commission rate depends on that customer's global referral order count across all affiliates: 50% on the 1st referral order, 35% on the 2nd, 20% on the 3rd, 10% on the 4th, and 5% on the 5th and all subsequent referral orders.
4.1.2. Direct Commissions are calculated as a percentage of the total order value in USD.
4.1.3. The applicable tier is determined by the customer's total number of completed referral-code orders across the platform, not only by orders placed through the Affiliate's own code.
4.1.4. A Direct Commission shall be generated only for orders in which the Affiliate's code is applied at checkout. The code may need to be re-entered for each subsequent order; where the code is not applied at checkout, no Commission shall be generated for that order.
4.1.5. No Commissions shall be generated in respect of any customer who has placed or paid for any order with us before first using the Affiliate's code.

4.2 Network Bonuses
4.2.1. Network Bonuses are earned on qualifying customer orders generated through the Affiliate's Network, up to three levels deep: 8% at Level 1 (direct Sub-Affiliate's customer orders), 5% at Level 2 (Level 1 Sub-Affiliate's customer orders), and 3% at Level 3 (Level 2 Sub-Affiliate's customer orders).
4.2.2. Network Bonuses become available only after the Affiliate meets both of the following thresholds simultaneously: (a) at least 50 completed orders from Eligible Customers; and (b) at least 30 unique Eligible Customers.
4.2.3. Once unlocked, Network Bonuses remain available unless the Affiliate's participation is suspended, terminated, or otherwise restricted under these Affiliate Terms.
4.2.4. Network Bonuses are calculated on the same base amount as Direct Commissions (the total order value in USD).
4.2.5. No Network Bonus is generated beyond the third level.

4.3 Reward Split Commissions
4.3.1. Reward Split Commissions are earned when an Eligible Customer originally referred through the Affiliate's code later becomes a funded trader and receives profit withdrawals under the relevant Upcomers program. Reward Split Commissions begin only from the customer's 4th global payout onwards: 15% on the 4th payout, 5% on the 5th, 3% on the 6th, and 1% on the 7th and all subsequent payouts. No Reward Split Commission is generated on the customer's 1st, 2nd, or 3rd payout.
4.3.2. Reward Split Commissions are calculated as a percentage of the customer's profit share amount in USD.
4.3.3. Attribution for Reward Split Commissions is traced through the customer's funded trading account to the original qualifying purchase order and the Affiliate whose code was used on that order.
4.3.4. Reward Split Commissions do not apply to Fixed Research Incentives awarded under the Breakout Program Terms and Conditions or any similar non-trading-based compensation that the Provider designates as excluded.

4.4 General Commission Provisions
4.4.1. The Provider may amend Commission rates, eligibility rules, structures, or mechanics from time to time with reasonable notice.
4.4.2. Changes apply prospectively only and do not affect Commissions already earned or already in the pending clearance period before the effective date of the change.
4.4.3. The Provider may introduce new Commission categories, adjust existing ones, or discontinue categories where reasonably necessary for operational, commercial, legal, compliance, or anti-abuse reasons.

4.5 Commission Integrity and Self-Referral
4.5.1. Commissions are intended solely as a reward for the genuine referral of new, independent customers. You shall not use your Affiliate Code or Custom Code, or cause or permit it to be used, for orders placed by yourself or for your own benefit. This includes, without limitation, placing orders through any additional User Sections, accounts, names, email addresses, identities, or payment methods created or controlled by you, whether or not the order is placed in your own name.
4.5.2. For the avoidance of doubt, creating an additional User Section in order to purchase our Services with your own Affiliate Code, thereby obtaining both the customer discount and the Commission on your own purchase, constitutes a material breach of these Affiliate Terms and of the Terms & Conditions, pursuant to which each person may establish and maintain only one User Section under one identity.
4.5.3. Where we reasonably determine that an order was placed in breach of this Section, we may void the Commission generated by such order. Indicators we may rely upon include, without limitation, shared identity or identity documents, shared payment instruments, shared devices, IP addresses, or other technical or behavioural links between the purchaser and the Affiliate.
4.5.4. Where any conduct described in this Section is identified, we reserve the right to (a) deny or reverse all Commissions associated with the offending order or orders, (b) forfeit all Commissions accrued but not yet paid out to you, including Commissions generated by orders of other, unrelated customers, (c) suspend or permanently terminate your participation in the Program, and (d) suspend or terminate any User Sections involved, in each case without any compensation.
4.5.5. In addition, no Commission shall be generated, and any generated Commission may be reversed, in respect of any order that is cancelled, refunded, subjected to a chargeback or payment dispute, placed with a stolen or unauthorised payment method, or that is fictitious, duplicate, or a test order. We may withhold the payout of Commissions pending the completion of any review under this Section.

5. Commission Lifecycle and Payouts

5.1. All Commissions and bonuses follow the following lifecycle:
5.1.1. Pending: When generated, the amount enters a 30-day clearance period and cannot be withdrawn.
5.1.2. Available: Once the clearance period expires and the amount has not been cancelled or reversed, it becomes available in the Balance Ledger and may be withdrawn.
5.1.3. Cancelled: A Commission may be cancelled or reversed in accordance with Article 6.

5.2. The 30-day clearance period exists to account for chargebacks, refunds, payment disputes, fraud checks, compliance reviews, technical reconciliation, and similar risks affecting referral validity.

5.3. Amounts shown as available in the Balance Ledger may be withdrawn using the withdrawal methods made available by the Provider, subject to any applicable minimum withdrawal threshold, verification requirement, processing timeframe, and fee.

5.4. The Provider processes clearance and withdrawals on an automated and operational basis. Minor delays may occur due to technical, compliance, operational, or payment-provider reasons, and the Provider shall not be liable for any such delays.

5.5. Available withdrawal methods, minimum withdrawal amounts, expected processing times, and any applicable fees will be published on the Website or otherwise communicated through the Affiliate dashboard.

5.6. All Commissions are calculated in USD. If withdrawal is made in another currency, the exchange rate applied at the time of processing will govern. Any conversion fees or third-party charges are borne by the Affiliate.

5.7. The Affiliate is solely responsible for any tax, reporting, accounting, social security, VAT, withholding, or similar obligations arising from participation in the Program and any amounts earned under it. The Provider does not provide tax advice, does not calculate taxes on behalf of Affiliates, and does not withhold taxes unless explicitly required by applicable law.

6. Cancellation and Reversal of Commissions

6.1. A Commission may be cancelled, reversed, withheld, or adjusted where the underlying order, payout, or referral activity is later found to be invalid, including where:
6.1.1. the underlying order is refunded by the Provider for any reason;
6.1.2. the underlying order is subject to chargeback, payment dispute, reversal, or clawback;
6.1.3. the underlying order or referral activity is fraudulent, abusive, misleading, unlawful, or otherwise in breach of applicable terms;
6.1.4. the relevant customer, Affiliate, or Sub-Affiliate is found to have engaged in activity that compromises the integrity of the Program;
6.1.5. the Affiliate's participation in the Program is suspended or terminated in accordance with Article 10;
6.1.6. the Commission was generated in error, duplicated, miscalculated, or technically misattributed.

6.2. If a Commission has already cleared or has already been withdrawn at the time grounds for reversal arise, the Provider may: (a) deduct the relevant amount from the Balance Ledger; (b) offset the relevant amount against future Commissions or bonuses; or (c) request repayment of the relevant amount where reasonably necessary.

6.3. The Provider shall not be liable for any loss, cost, or expectation arising from a Commission cancellation, reversal, or withholding carried out in accordance with these Affiliate Terms.

7. Bonus System

In addition to recurring Commissions, the Program may include bonus incentives. Unless expressly stated otherwise, all bonus incentives remain subject to compliance, anti-abuse review, and the general operation of the Program.

7.1 Recruitment Bonus
7.1.1. A one-time $500 USD bonus is awarded where a direct Level 1 Sub-Affiliate successfully unlocks Network Bonuses under Article 4.2.2.
7.1.2. This bonus is awarded once per qualifying direct Sub-Affiliate and only to that Sub-Affiliate's direct parent.

7.2 Milestone Bonuses
7.2.1. One-time bonuses are awarded when an Affiliate reaches cumulative unique Eligible Customer thresholds: $1,000 USD at 100 customers, $5,000 USD at 500 customers, $15,000 USD at 1,000 customers, and $50,000 USD at 5,000 customers.
7.2.2. Each milestone may be earned only once. Milestone Bonuses are not cumulative.

7.3 Monthly Rank Bonuses
7.3.1. Affiliates may qualify for monthly rank bonuses based on their Network's performance metrics during the preceding calendar month: Rising Star: $500 USD. Requirements: $10,000+ Team Volume, 50+ Team Customers, 3+ Active Sub-Affiliates. Elite: $2,000 USD. Requirements: $50,000+ Team Volume, 200+ Team Customers, 10+ Active Sub-Affiliates. Legend: $7,500 USD. Requirements: $150,000+ Team Volume, 500+ Team Customers, 25+ Active Sub-Affiliates. Partner: $20,000 USD. Requirements: $400,000+ Team Volume, 1,000+ Team Customers, 50+ Active Sub-Affiliates.
7.3.2. All three requirements must be met simultaneously to qualify for a rank.
7.3.3. Only the highest rank achieved in a given month is awarded. Monthly ranks are not cumulative.
7.3.4. For the purposes of this Article: (a) "Team Volume" means total USD revenue generated by the Affiliate's entire Network during the relevant calendar month; (b) "Team Customers" means total new unique customers across the Affiliate's entire Network during the relevant calendar month; (c) "Active Sub-Affiliates" means direct Sub-Affiliates who generated at least one completed order during the relevant calendar month.
7.3.5. Monthly rank calculations are generally performed on the first day of the following calendar month.

7.4 Yearly Leaderboard Bonuses
7.4.1. Annual bonuses are awarded based on total revenue generated during the applicable calendar year: $20,000 USD for 1st place, $5,000 USD for 2nd place, $2,500 USD for 3rd place, and $500 USD each for 4th through 10th place.
7.4.2. Yearly leaderboard calculations are generally performed in January for the preceding calendar year.

7.5 General Bonus Provisions
7.5.1. Unless otherwise specified, bonuses are subject to the same 30-day clearance period as Commissions.
7.5.2. The Provider may amend, suspend, replace, or discontinue bonus incentives prospectively where reasonably necessary for commercial, legal, compliance, operational, or anti-abuse reasons.
7.5.3. Bonuses already earned before the effective date of a change are not affected, except where reversal is justified under Article 6.
7.5.4. Bonuses are personal to the Affiliate and may not be sold, assigned, transferred, or exchanged for alternative benefits unless expressly permitted by the Provider.

8. Giveaway Entitlements

8.1. When an Affiliate qualifies for a Monthly Rank under Article 7.3, they may additionally receive free trading challenge accounts ("Thunderbolt" accounts) as promotional tools: Rising Star: 2x Thunderbolt $5,000 accounts. Elite: 3x Thunderbolt $5,000 accounts and 1x Thunderbolt $10,000 account. Legend: 5x Thunderbolt $5,000 accounts, 2x Thunderbolt $10,000 accounts, and 1x Thunderbolt $25,000 account. Partner: 10x Thunderbolt $5,000 accounts, 4x Thunderbolt $10,000 accounts, 2x Thunderbolt $25,000 accounts, and 1x Thunderbolt $50,000 account.
8.2. Giveaway entitlements may be used personally by the Affiliate or distributed to third parties for promotional or incentive purposes.
8.3. Giveaway entitlements have no cash value, cannot be redeemed for money, and cannot be exchanged for alternative products, account sizes, credits, or cash equivalents unless the Provider expressly agrees otherwise. Any giveaway account is subject to the same rules and conditions as standard Thunderbolt accounts.
8.4. The Provider may amend, suspend, replace, or discontinue giveaway incentives prospectively where reasonably necessary for commercial, legal, operational, or anti-abuse reasons.

9. Affiliate Obligations and Prohibited Conduct

9.1. By participating in the Program, the Affiliate agrees to:
9.1.1. comply with all applicable laws, rules, regulations, and industry standards, including advertising, consumer protection, anti-spam, disclosure, privacy, and data protection rules;
9.1.2. provide accurate, fair, and non-misleading information in all promotional activity relating to the Program and the Services;
9.1.3. avoid conduct that may reasonably harm the reputation, goodwill, lawful interests, or commercial standing of the Provider;
9.1.4. not make false, misleading, exaggerated, unsubstantiated, or deceptive claims, including earnings claims or guarantees;
9.1.5. not represent or imply that Upcomers is a broker, regulated investment service, financial institution, exchange, or similar entity where such representation would be inaccurate;
9.1.6. not promise, imply, or guarantee profits, returns, payouts, success rates, or financial outcomes;
9.1.7. not send unsolicited bulk messages or spam through any medium;
9.1.8. not engage in paid advertising or brand bidding in a way that infringes Upcomers trademarks, impersonates official brand channels, or causes consumer confusion;
9.1.9. not create websites, pages, profiles, domains, or digital properties that could reasonably be mistaken for official Upcomers assets;
9.1.10. not engage in fraud, self-referral, fake-account creation, artificial purchasing, coordinated purchases, conversion manipulation, or any other conduct intended to generate Commission illegitimately;
9.1.11. not sell, assign, rent, sublicense, or transfer Affiliate accounts, codes, credentials, or dashboard access without written consent;
9.1.12. not provide investment advice, portfolio management, financial recommendations, or trading advice in connection with promoting the Services;
9.1.13. make any legally required affiliate, sponsorship, or advertising disclosures in a clear and timely manner.

9.2. The Affiliate is solely responsible for all promotional content, channels, methods, statements, disclosures, and claims used in connection with the Program.

9.3. The Affiliate may promote the Program and the Services through any lawful channel, provided that such promotion remains compliant with these Affiliate Terms.

9.4. A breach of this Article 9 constitutes a material breach of these Affiliate Terms and may result in suspension, withholding, deactivation, reversal of Commissions, termination, or any combination of those actions.

10. Suspension, Deactivation, and Termination

10.1. The Provider may suspend, restrict, or terminate an Affiliate's participation in the Program with immediate effect where the Affiliate:
10.1.1. breaches these Affiliate Terms, the Terms & Conditions, or other applicable policies;
10.1.2. engages in fraudulent, deceptive, abusive, unlawful, or misleading conduct;
10.1.3. damages or threatens to damage the Program, platform, users, goodwill, or legitimate business interests of the Provider;
10.1.4. makes false or misleading claims in promotional activity;
10.1.5. creates multiple accounts, manipulates referral activity, or otherwise compromises Program integrity;
10.1.6. fails to comply with applicable legal or regulatory requirements;
10.1.7. otherwise creates material risk for the Program, the Provider, or its users.

10.2. Where participation is suspended or terminated by the Provider:
10.2.1. Pending Commissions that have not cleared may be cancelled where justified by the underlying reason for suspension or termination;
10.2.2. Available amounts may be temporarily withheld where reasonably necessary for investigation, compliance review, fraud prevention, or reconciliation;
10.2.3. where the violation involves fraud, abusive activity, illegitimate Commission generation, unlawful conduct, or other serious misconduct, the Provider may reduce, reverse, or refuse payment of affected Available amounts to the extent reasonably connected to that misconduct;
10.2.4. Affiliate Codes and Custom Codes may be deactivated and will stop generating discounts or Commissions;
10.2.5. the Affiliate's Network position may remain technically preserved, but no further Network Bonuses will accrue to the suspended or terminated Affiliate;
10.2.6. the Affiliate is not entitled to compensation for the loss of future expectations, future Commissions, future bonuses, or future promotional opportunity.

10.3. The Affiliate may voluntarily withdraw from the Program at any time by contacting help@upcomers.com. Following voluntary withdrawal:
10.3.1. Pending Commissions continue through the normal clearance process, unless cancelled under Article 6;
10.3.2. Available amounts remain withdrawable through the normal withdrawal process;
10.3.3. no further Commissions are generated after the effective date of withdrawal;
10.3.4. Affiliate Codes and Custom Codes are deactivated.

10.4. The Provider may suspend or terminate the Program as a whole with reasonable notice. In such case, Pending and Available amounts will be handled in accordance with the normal Commission lifecycle, subject always to Article 6.

10.5. Repeated violations (two or more) of any provisions of these Affiliate Terms may result in permanent exclusion from the Program and, where justified under other applicable terms, restriction from other Upcomers Services, without further notice and without any type of refund or other financial compensation.

11. Intellectual Property

11.1. The Affiliate is granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use approved Upcomers brand assets and marketing materials solely for lawful promotion of the Program in accordance with these Affiliate Terms. This license terminates immediately upon withdrawal or deactivation.
11.2. The Affiliate may not alter, distort, modify, rebrand, or create derivative works from Upcomers trademarks, logos, or approved materials without prior written approval.
11.3. All intellectual property rights relating to the Upcomers brand, platform, Website, Services, and related materials remain the exclusive property of the Provider or its licensors.
11.4. The Affiliate agrees to comply with all copyright, trademark, branding, and proprietary notices contained in any material made available by the Provider.

12. Data Protection and Privacy

12.1. Participation in the Program involves the collection and processing of personal data in accordance with the Provider's Privacy Policy and applicable law.
12.2. The Affiliate must not unlawfully collect, store, use, process, or disclose personal data of customers, prospects, or other individuals. Where the Affiliate handles personal data in connection with referral activity, the Affiliate remains solely responsible for compliance with applicable data protection law.
12.3. The Provider may process Affiliate data for Program administration, identity verification, fraud prevention, compliance, audit, payment processing, performance tracking, communications, and related operational purposes.
12.4. The Affiliate may opt out of marketing communications where applicable, without affecting participation in the Program itself.

13. Limitation of Liability

13.1. To the maximum extent permitted by applicable law, the Provider shall not be liable for indirect, incidental, special, punitive, consequential, or expectation-based damages, including loss of profit, loss of revenue, loss of opportunity, loss of goodwill, loss of data, or loss of anticipated Commission.
13.2. To the maximum extent permitted by applicable law, the Provider's total aggregate liability arising out of or in connection with the Program or these Affiliate Terms shall not exceed the total Commissions actually paid to the Affiliate during the 12 calendar months preceding the event giving rise to the claim.
13.3. The Program is provided on an "as is" and "as available" basis. The Provider does not make any guarantee regarding availability, uninterrupted operation, earnings, referrals, conversions, customer conduct, or Program performance.
13.4. The Provider shall not be liable for interruptions, downtime, delays, bugs, dashboard discrepancies, temporary calculation errors, payment-provider issues, or similar technical or operational issues affecting the Program.
13.5. The Provider shall not be liable for delay, interruption, or failure caused by force majeure, cyberattacks, infrastructure failure, payment-provider failure, regulatory action, sanctions, legal restrictions, public authority decisions, or other events beyond its reasonable control.
13.6. Nothing in these Affiliate Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by mandatory law.

14. Indemnification

14.1. The Affiliate agrees to indemnify, defend, and hold harmless the Provider, its directors, officers, employees, contractors, agents, affiliates, and representatives from and against any claims, liabilities, losses, damages, costs, and reasonable legal fees arising out of or related to:
14.1.1. the Affiliate's promotional activities;
14.1.2. any breach of these Affiliate Terms by the Affiliate;
14.1.3. any violation of applicable law or regulation by the Affiliate;
14.1.4. any claim arising from the Affiliate's representations, statements, omissions, or conduct;
14.1.5. any unauthorized use of the Provider's intellectual property.

15. Relationship of the Parties

15.1. The Affiliate acts as an independent contractor only. Nothing in these Affiliate Terms creates any employment relationship, agency, partnership, joint venture, franchise, fiduciary relationship, or authority to bind the Provider.
15.2. The Affiliate has no authority to enter into contracts, make commitments, or act on behalf of the Provider unless expressly authorized in writing.
15.3. The Affiliate is solely responsible for all costs and expenses incurred in participating in the Program, including software, hardware, advertising, legal compliance, tax, accounting, and internet-related costs.

16. Amendments

16.1. The Provider may amend these Affiliate Terms from time to time. Unless mandatory law requires a longer period, amendments will be communicated at least 7 days before they take effect.

16.2. If you do not agree with a proposed amendment, you must notify us before the amendment takes effect. In that case, your participation in the Program may be terminated as of the effective date of the rejected amendment.

16.3. Continued participation in the Program after the effective date of an amendment constitutes acceptance of the revised Affiliate Terms.

16.4. Amendments may be made, in particular, for legal, regulatory, compliance, operational, technical, anti-abuse, product, commercial, or clarity-related reasons.

17. Governing Law and Jurisdiction

17.1. These Affiliate Terms and any non-contractual obligations arising out of or in connection with them shall be governed by the laws of the United Arab Emirates.

17.2. Unless Article 18 or mandatory local law provides otherwise, disputes arising out of or in connection with these Affiliate Terms shall be subject to the jurisdiction of the competent courts local to the Provider's registered office in the United Arab Emirates.

17.3. Nothing in this Article deprives any person of mandatory rights that cannot lawfully be waived under applicable law.

18. Specific Provisions for US Affiliates

18.1. This Article applies to Affiliates resident in the United States and prevails over conflicting provisions to the extent of such conflict.

18.2. Arbitration. Any dispute, claim, or controversy arising out of or relating to these Affiliate Terms, including their formation, interpretation, enforcement, breach, or validity, shall be resolved by arbitration in New York, New York, before a single arbitrator administered by JAMS under its applicable rules, including any expedited procedures where applicable. Any court with jurisdiction may enter judgment on the arbitration award. Both parties shall equally share the costs of arbitration. This section does not prevent either party from seeking provisional remedies from a court with appropriate jurisdiction. Should litigation or arbitration arise concerning these Affiliate Terms, the prevailing party is entitled to recover all costs, including reasonable attorneys' fees.

18.3. Class Action Waiver. Any arbitration or claim must proceed on an individual basis only. No claim may be brought or maintained as a class, collective, consolidated, or representative action, except where such waiver is prohibited by law.

18.4. Class and Representative Action Waiver. The parties waive the right to bring claims against each other as a representative or member in any class or representative action, except where such waiver is prohibited by law or considered against public policy by a court. If either party is permitted to proceed with a class or representative action, the prevailing party shall not be entitled to recover attorneys' fees or costs, and the initiating party will not submit a claim in any recovery secured through the class or representative action.

18.5. Jury Trial Waiver. To the fullest extent permitted by law, the parties waive any right to a jury trial in relation to disputes arising out of or connected with these Affiliate Terms. The parties certify that no representative, agent, or attorney of the other party has stated that the other party would not enforce this waiver in the event of litigation.

18.6. State-Specific Exclusions. The provisions of this Article 18 do not apply to Affiliates residing in California or Georgia.

19. Specific Provisions for Other Jurisdictions

19.1. This Article applies where mandatory law in the relevant jurisdiction requires modified treatment.

19.2. Australia. Where a non-excludable guarantee applies under Australian law, the Provider's liability is limited, where permitted, to re-supplying the relevant services.

19.3. Canada. These Affiliate Terms and related documents are drafted in English. For Quebec or other applicable Canadian provinces, the Provider will send a 30-day advance written notice for any amendments of these Affiliate Terms instead of the 7-day period specified in Article 16.

19.4. Japan. For Affiliates resident in Japan, intellectual property rights include rights under Articles 27 and 28 of the Copyright Act of Japan. The Provider also warrants that it is not involved with anti-social forces.

19.5. United Kingdom and European Union. Nothing in these Affiliate Terms limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or other liability that cannot lawfully be excluded or limited.

19.6. General. Any arbitration, jurisdiction, limitation, or waiver in these Affiliate Terms shall not apply where and to the extent unenforceable under mandatory law in the Affiliate's country of residence.

20. Notices and Communication

20.1. All notices, updates, amendments, operational messages, and Program-related communications may be delivered through the Affiliate dashboard, the registered account email address, or other communication channels designated by the Provider. Electronic communication by email or through the Affiliate dashboard is considered written communication for the purposes of these Affiliate Terms.

20.2. Notices sent by the Provider are deemed received upon delivery to the registered email address or display on the Affiliate dashboard.

20.3. For support, inquiries, or formal notices relating to the Program, contact: help@upcomers.com

21. Severability

21.1. If any provision of these Affiliate Terms is held invalid, unlawful, or unenforceable in any jurisdiction, the remaining provisions shall remain in full force and effect. The invalidity of a specific provision within one jurisdiction shall not render that provision invalid in any other jurisdiction.

21.2. Any invalid or unenforceable provision shall, where possible, be interpreted or replaced in a manner that most closely reflects its original commercial and legal intent.

22. Duration and Termination

22.1. These Affiliate Terms take effect when the Affiliate is accepted into the Program and remain in force until participation ends in accordance with these Affiliate Terms.

22.2. Either party may terminate the affiliate relationship without cause by providing at least 7 days' written notice through the communication channels set out in Article 20.

22.3. The following Articles survive termination to the extent applicable by their nature: Article 6 (Cancellation and Reversal), Article 11 (Intellectual Property), Article 12 (Data Protection), Article 13 (Limitation of Liability), Article 14 (Indemnification), Article 17 (Governing Law), Article 18 (US Provisions), Article 19 (Other Jurisdictions), Article 20 (Notices), and Article 21 (Severability).

23. Final Provisions

23.1. Entire Agreement. These Affiliate Terms, together with the Terms & Conditions, Privacy Policy, and any other applicable policies published on the Website, form the entire agreement relating to the Program and supersede prior discussions or understandings relating specifically to the Program.

23.2. No Waiver. Failure by the Provider to enforce any provision of these Affiliate Terms does not constitute a waiver of any right.

23.3. Assignment. The Provider may assign or transfer its rights and obligations under these Affiliate Terms to an affiliate or third party. The Affiliate may not assign, transfer, or sublicense their rights or obligations without prior written consent.

23.4. No Reliance on External Statements. Marketing materials, presentations, social media posts, examples, illustrations, and affiliate-facing materials do not modify these Affiliate Terms unless expressly stated otherwise in writing by the Provider.

23.5. Good Faith. Both parties shall act in good faith in connection with the operation of the Program and any dealings relating to it.

24. Digital Acceptance

24.1. Enrollment through the Website, dashboard acceptance, click-through confirmation, account activation, or other electronic acceptance constitutes legally valid acceptance of these Affiliate Terms.

24.2. No handwritten signature is required.

25. Language

25.1. These Affiliate Terms are drafted in English.

25.2. If these Affiliate Terms are translated into another language, the English version shall prevail in the event of any inconsistency or interpretative difference.

These Affiliate Terms shall enter into force and effect on 15 April 2026.