Affiliate Program Terms & Conditions
1. These Terms & Conditions apply to participants in the UMixology Affiliate Program (the “Program”).
2. In these Terms & Conditions, “Company,” “we,” “us,” and “our” refer to UMixology, a division of Empire Mixology, LLC, a company organized and existing under the laws of the United States, with its principal place of business located in Maryland.
3. In these Terms & Conditions, “Affiliate,” “you,” and “your” refer to the individual or organization applying to participate in the Program and accepting these Terms & Conditions upon enrollment.
4. By accepting these Terms & Conditions, you agree to be bound by them and acknowledge that such acceptance forms a legally binding agreement between you and UMixology (the “Agreement”).
1. Definitions and Interpretation
1.1 In these Terms & Conditions the following terms shall have the following meanings:
“Business Day” means any day other than Saturday, Sunday, or a public holiday in the United States, when banks are open for business.
“Cancellations Policy” means UMixology’s current cancellation and refund policy, available at https://www.umixology.com/terms.
“Commencement Date” means the date on which you accept these Terms & Conditions and are approved as an Affiliate.
“Commission Rate” means the percentage of commission payable on Net Sales Revenue, as set forth in Clause 11.2 of this Agreement.
“Confidential Information” means any non-public, proprietary, or confidential information disclosed by either Party in connection with the Program, including but not limited to business strategies, data, pricing, and customer information. Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement; (ii) is independently developed without use of the other Party’s Confidential Information; or (iii) is rightfully obtained from a third party without restriction.
“Current Term” means the active Term of this Agreement during which both Parties remain bound by its provisions.
“Direct Referral” means a sale of a UMixology course or certification made to a customer who visits UMixology’s website through your unique affiliate tracking link, where such customer can be directly tracked from your link to our website without intermediaries.
“Intellectual Property Rights” means all worldwide intellectual property rights, including copyrights, trademarks, trade names, service marks, trade secrets, designs, and patents, whether registered or unregistered, and all applications and renewals thereof.
“Registered Email Address” means the email address you provide to UMixology during registration for the Program, or any updated email address subsequently provided in writing.
“Registration Data” means the information submitted by you during enrollment in the UMixology Affiliate Program.means the information provided by the Affiliate when registering for enrolment in the Program;
“Service Package” means any digital or online educational course, certification, or related offering provided by UMixology through its website, as described in Clause 7.
“Term” means the duration of this Agreement as defined in Clause 17, during which you participate in the Program under its stated terms.
2. Enrollment in the Program
2.1 By enrolling in the Program, you agree to provide accurate, current, and complete Registration Data at the time of registration, and to promptly notify UMixology of any updates or changes to such data.
2.2 Upon your acceptance of these Terms & Conditions and our subsequent approval, this Agreement shall be deemed effective. You will not receive a separate or hard-copy Affiliate Agreement.
2.3 We may, at our sole discretion, review your website, social media profiles, or marketing channels following your application. You will typically be notified within 10 Business Days regarding the status of your application. Once approved, you will receive Program access details and guidelines to begin promoting UMixology’s online courses and certifications.
2.4 We reserve the right, at our sole discretion, to reject or revoke any application or participation at any time and for any reason, without obligation to disclose such reasons. Common grounds for rejection include, but are not limited to, content or activity that:
2.4.1 is unlawful, deceptive, harmful, threatening, obscene, harassing, discriminatory, defamatory, or otherwise objectionable;
2.4.2 promotes or facilitates violence, terrorism, hate speech, or other criminal activity;
2.4.3 is sexually explicit, lewd, or inappropriate for an adult-education audience;
2.4.4 infringes or encourages infringement of any third-party intellectual property rights;
2.4.5 targets individuals under the legal drinking age or depicts irresponsible or excessive alcohol consumption; or
2.4.6 misrepresents UMixology’s courses, credentials, or relationship with any educational institution or licensing authority.
3. Company / Affiliate Relationship
3.1 Nothing in these Terms & Conditions shall be construed to create or imply any partnership, joint venture, employment, franchise, or agency relationship between the Parties. Each Party shall remain an independent contractor, fully responsible for its own actions and obligations.
3.2 Except as expressly authorized in writing by UMixology, you shall have no authority to act on behalf of UMixology, enter into contracts, make representations, give warranties, incur liabilities, or otherwise bind UMixology in any manner.
3.3 You may not represent yourself as an employee, partner, or agent of UMixology, nor may you imply that you are authorized to offer accreditation, professional licensing, or alcohol sales under the UMixology or Empire Mixology name.
4. Website Links
4.1 Your Affiliate Dashboard will provide access to approved Program materials, including unique tracking links, HTML or shareable URL formats, promotional banners, and digital graphics for use in marketing UMixology’s online courses and certifications.
4.2 The tracking links or HTML code provided in your Affiliate Dashboard must be used exactly as supplied and may not be altered, cloaked, shortened, or otherwise modified in a way that affects functionality or tracking. Failure to comply may result in commissions not being properly credited.
4.3 All brand assets and graphics provided by UMixology may be used only in their unaltered form and solely for purposes of promoting UMixology under this Program. You may not create or use your own imagery, logos, or marketing materials that incorporate the UMixology or Empire Mixology name, logos, or trademarks without prior written approval.
4.4 You may display the provided promotional materials on your approved website, blog, email newsletter, or social media platforms, subject to our prior written consent (which will not be unreasonably withheld). UMixology reserves the right to request modification or removal of any placement that it deems inconsistent with brand guidelines or compliance policies.
4.5 You are solely responsible for maintaining the functionality and accuracy of all affiliate links, codes, and assets used in your marketing channels.
5. Platform Maintenance and Content Standards
5.1 Each Party is solely responsible for maintaining and updating its own website, social media accounts, and other digital channels. Except as expressly stated in this Agreement or required by law, neither Party shall have any obligation to the other regarding the maintenance, functionality, or content of such platforms.
5.2 Subject to Sub-clause 5.3, neither Party may publish, post, or distribute any content that:
5.2.1 is unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory, or otherwise objectionable;
5.2.2 promotes or facilitates violence, terrorism, hate speech, or other criminal activity;
5.2.3 is sexually explicit, lewd, or inappropriate for an educational or professional audience;
5.2.4 infringes, misuses, or encourages infringement of any third-party intellectual property rights;
5.2.5 targets or is likely to appeal primarily to individuals under the legal drinking age;
5.2.6 depicts or encourages excessive, irresponsible, or illegal alcohol consumption; or
5.2.7 misrepresents UMixology’s educational offerings, credentials, or affiliations with academic or licensing institutions.
5.3 Neither Party is obligated to pre-screen content posted by third parties on their respective platforms. However, upon receiving written notice from the other Party identifying content that violates Sub-clause 5.2, such content must be reviewed and, if confirmed, removed within five (5) Business Days of receipt of the notice.
6. Display of Company Information and Affiliate Responsibilities
6.1 As an Affiliate, you may display pricing and other information relating to UMixology’s online courses and certification programs (“Service Packages”). It is your responsibility to ensure that such information is accurate and up to date. UMixology may update pricing, course offerings, or promotions at any time, and is under no obligation to notify you of such changes.
6.2 Your Responsibilities: As a UMixology Affiliate you agree that:
6.2.1 You are responsible for providing complete, accurate, and current account information, including contact details, payment information, and tax documentation. You must promptly update such information if it changes. UMixology reserves the right to request additional information about your promotional channels or marketing practices. Failure to provide accurate information may result in suspension or termination of your Affiliate account and forfeiture of commissions.
6.2.2 You may not create or maintain more than one Affiliate account.
6.2.3 You must act in good faith to refer legitimate customers and shall not use fraudulent, misleading, or unethical means to generate traffic or sales.
6.2.4 You may not refer yourself or any business entity in which you have ownership or controlling interest. Self-referrals and related-party referrals are not eligible for commissions.
6.2.5 You must not take actions or make recommendations that could reasonably result in lost revenue, reputational harm, or chargebacks for UMixology.
6.2.6 You may not participate in incentive-based or “business opportunity” programs designed to generate low-quality or misleading traffic.
6.2.7 You may not use copyrighted materials, imagery, or course content belonging to UMixology or third parties without appropriate rights or written permission.
6.2.8 You may not modify, copy, or alter any banners, graphics, logos, or affiliate link materials provided by UMixology, except with prior written approval.
6.2.9 You may not engage in black-hat SEO, spam link-building, or other deceptive search optimization practices.
6.2.10 You may not advertise UMixology on offensive, illegal, hateful, pornographic, or otherwise objectionable platforms, nor in any way that promotes excessive or irresponsible alcohol consumption or targets individuals under 21 years of age.
6.2.11 You agree to comply with all applicable federal, state, and local laws, including FTC endorsement and disclosure rules, CAN-SPAM, TCPA, and any platform-specific advertising policies.
6.2.12 UMixology reserves the right to suspend or terminate your account, and cancel unpaid commissions, if your promotional practices violate these Terms & Conditions or applicable law, or if your activities are deemed detrimental to UMixology’s reputation or compliance obligations.
6.3 Affiliate Advertising Standards. Inappropriate or prohibited forms of advertising include, but are not limited to:
6.3.1 Sending unsolicited commercial emails (“spam”) or unauthorized promotional messages in forums, groups, or messaging platforms.
6.3.2 Bidding on keywords or phrases containing “UMixology,” “Empire Mixology,” or any confusingly similar terms or misspellings on search engines or paid ad platforms (including Google, Bing, Yahoo, Meta, TikTok, or others) without prior written approval. You may not use UMixology’s website or domain as a display URL or engage in direct-linking PPC campaigns.
6.3.3 Publishing duplicate, plagiarized, or copyright-infringing content to promote UMixology.
6.3.4 Using pay-to-click, pay-to-read, pop-ups, pop-unders, banner exchanges, or any artificial traffic-generation methods.
6.3.5 Offering unauthorized incentives, cashbacks, or rewards to generate sales.
6.3.6 Advertising unauthorized discounts, coupon codes, or promotions that have not been approved in writing by UMixology.
6.3.7 Using UMixology trademarks, logos, or promotional materials in a manner that misrepresents the brand or negatively impacts UMixology’s image.
6.3.8 Using iframes, link cloaking, or cookie-stuffing technologies that trigger affiliate tracking without a legitimate user click-through.
6.3.9 Promoting UMixology on any platform or in any way that depicts or encourages irresponsible alcohol use or underage consumption.
6.3.10 Registering or using any domain name, business name, social media handle, or project title containing the words “UMixology,” “Empire Mixology,” or any confusingly similar variant without written authorization.
6.3.11 Using trademarks, logos, or trade names of third parties without their permission.
6.3.12 UMixology retains sole discretion to determine whether your promotional methods are appropriate. If we reasonably believe that your practices are inconsistent with these Terms & Conditions, we may issue a warning, suspend or terminate your account, and cancel unpaid commissions.
7. Service Packages
UMixology offers digital educational services through its website, including individual courses, bundled certification programs, and subscription-based learning packages (collectively, “Service Packages”). Descriptions and details of all current Service Packages are available at https://www.umixology.com.
Your Affiliate Dashboard will list all Service Packages eligible for commission under this Program. Affiliates must accurately represent the nature and content of UMixology’s offerings and may not modify, misstate, or create independent descriptions of Service Packages. No Affiliate may imply that UMixology courses provide government accreditation, professional licensure, or alcohol retail services.
8. Customer Referral Requirements
8.1 Referrals are tracked exclusively through unique affiliate links, coupon codes, or other Program tracking methods provided in your Affiliate Dashboard. A “Qualifying Referral” occurs when a customer:
(a) clicks your authorized tracking link or uses your unique affiliate coupon code,
(b) completes a purchase of a UMixology course, bundle, or subscription directly through our website, and
(c) is not subject to refund, cancellation, or chargeback.
8.2 Only tracked referrals that meet the above criteria are eligible for commission. UMixology shall not be liable for commissions lost due to tracking errors, ad blockers, cookie deletion, or other technical limitations beyond its control.
8.3 The terms governing referral tracking, commission attribution, and qualifying purchases are available at https://www.empiremixology.com/affiliate-agreement, which are incorporated by reference into this Agreement.
8.4 UMixology reserves the right to modify these referral terms, tracking methods, or qualification criteria at any time. Notice of material changes will be provided to Affiliates via email or dashboard notification at least ten (10) Business Days before such changes take effect.
9. Orders
9.1 UMixology will use reasonable efforts to process and fulfill all valid orders for Service Packages placed by customers referred through approved affiliate links or codes.
9.2 UMixology reserves the right to reject or cancel any order that does not meet the Customer Referral Requirements outlined in Clause 8, or that appears to be fraudulent, incomplete, or made in violation of these Terms & Conditions.
9.3 UMixology is solely responsible for all aspects of order management, including payment processing, account creation, course access, cancellations, and customer service. Affiliates shall not collect payments, issue refunds, or communicate directly with referred customers regarding order status or support matters. All customers will be informed that UMixology, and not the Affiliate, is the contracting party and service provider.
9.4 Affiliates acknowledge that commissions are earned only when orders are fully processed, paid, and not subject to refund or chargeback.
10. Affiliate Sales Reporting
10.1 UMixology will track and record all qualifying sales generated through approved affiliate links, coupon codes, or other Program tracking mechanisms. Each tracked sale will include the following data points, as available:
10.1.1 the origin of referral (including referral link or code used);
10.1.2 the Service Package purchased; and
10.1.3 the net revenue generated from the transaction.
10.2 Affiliates will have access to a secure, real-time Affiliate Dashboard displaying reporting metrics, including referral counts, conversion status, and commission earnings.
10.3 While UMixology uses commercially reasonable efforts to ensure accurate tracking and reporting, the Affiliate acknowledges that data may be subject to limitations inherent to tracking technologies, including cookie expiration, ad blockers, and browser privacy restrictions. UMixology shall not be liable for untracked or inaccurately attributed referrals resulting from such limitations.
10.4 UMixology reserves the right to modify the format, scope, or frequency of sales reports at any time without prior notice, provided that such changes do not materially affect the Affiliate’s ability to access commission data.
11. Commission and Referral Fees
11.1 You will be paid a commission based on the net revenue of verified sales of UMixology Service Packages generated through your approved affiliate links or codes, in accordance with the rates and terms below.
11.2 Commission shall be calculated on the following basis:
11.2.1 All initial sales that result from Direct Referrals will attract a commission of 15% of the net sale value, unless otherwise specified in your Affiliate Dashboard or a separate written agreement.
11.2.2 Renewals or recurring subscription payments from customers originally referred by you will continue to attract a 10% commission, provided the renewal occurs automatically or within 30 days of the prior subscription period.
11.2.3 Cookies and tracking data will identify returning customers originally referred through your affiliate links. Sales identified in this manner that do not fall under 11.2.2 will, unless referred directly by another affiliate, attract a 5% commission.
11.3 Sub-clause 11.2.3 shall apply for up to 60 days after the most recent click-through or until the affiliate tracking cookie expires or is deleted by the user, whichever occurs first.
11.4 If a customer cannot be tracked through UMixology’s affiliate system, no commission shall be paid.
11.5 Commissions are calculated only after UMixology has received full payment from the customer. Once payment is received, the sale will appear as “pending” in your Affiliate Dashboard for a 30-day holding period to allow for potential refunds under UMixology’s Cancellations Policy.
11.6 Commission payouts are processed on the 20th day of each calendar month, covering all approved commissions that have passed the 30-day pending period. The minimum payout threshold is $100 USD in accrued commissions. Balances below this threshold will roll over to the next payment cycle.
11.7 Commissions are paid to the PayPal email address or designated bank account provided in your Registration Data. Existing UMixology subscribers may elect to receive part of their commission as UMixology course credits or promotional balance equal to their active subscription value.
11.8 If any order that generated a commission is refunded, charged back, or found to be fraudulent, UMixology reserves the right to deduct the corresponding commission from future payments or request repayment from the Affiliate.
11.9 All commissions are calculated on revenue exclusive of taxes, payment processing fees, and refunds. Affiliates are solely responsible for reporting and paying all applicable taxes on their income under this Program.
11.10 UMixology reserves the right to modify Commission Rates, payout thresholds, or structures at any time. Affiliates will receive ten (10) Business Days’ written notice prior to such changes taking effect. During this Notice Period, you may elect to terminate your participation in the Program and receive payment for all commissions earned to date, regardless of the minimum payout threshold.
12. Trade Marks
12.1 Upon your acceptance into the UMixology Affiliate Program, we grant you a non-exclusive, non-transferable, revocable, royalty-free licence to use UMixology and Empire Mixology logos, names, and other approved brand assets (collectively, the “Trade Marks”) solely for the purposes of promoting UMixology Service Packages in accordance with these Terms & Conditions.
12.2 You may use the Trade Marks only to the extent necessary to establish affiliate links, create approved marketing materials, and perform your obligations under this Agreement. All such uses must comply with UMixology’s current Brand and Marketing Guidelines, as provided or updated from time to time.
12.3 You must not use the Trade Marks:
12.3.1 in any domain name, social media handle, advertising account, or business name without prior written consent;
12.3.2 in any way that implies UMixology sells or endorses alcohol or alcoholic products;
12.3.3 in any way that disparages, misrepresents, or damages the reputation of UMixology, Empire Mixology, or their affiliates; or
12.3.4 in association with unlawful, obscene, or misleading content.
12.4 Any use of our Trade Marks beyond the scope of this Agreement requires prior written approval, which UMixology may grant or withhold at its sole discretion.
12.5 By accepting these Terms & Conditions, you agree that:
12.5.1 all Trade Marks remain the exclusive property of UMixology (Empire Mixology LLC) unless and until assigned to a third party;
12.5.2 this Agreement does not grant you any ownership rights, goodwill, or proprietary interest in the Trade Marks;
12.5.3 you shall not contest, challenge, or assist any third party in disputing UMixology’s rights in its Trade Marks; and
12.5.4 UMixology reserves the right to revoke this licence immediately upon notice if you misuse or misrepresent the Trade Marks in any way.
13. Intellectual Property
13.1 Unless otherwise expressly stated, UMixology (Empire Mixology LLC) is the sole and exclusive owner of all Intellectual Property Rights (“IPRs”) in and to its website, online platforms, learning management systems, and digital materials. This includes, but is not limited to, all source code, written content, course text, video lessons, audio recordings, photographs, graphics, design elements, logos, and other media that form any part of the UMixology platform or Service Packages.
13.2 All course materials, training modules, e-books, digital downloads, and other educational resources provided through UMixology are protected by copyright and other applicable intellectual property laws. Such materials are licensed solely for individual use by enrolled students and may not be copied, distributed, or reproduced without express written consent.
13.3 All Intellectual Property Rights in future updates, additions, or modifications to UMixology’s website, course content, affiliate resources, and supporting materials shall remain the exclusive property of UMixology, including all related preparatory and design materials.
13.4 Affiliates are granted no ownership, licence, or rights in any UMixology intellectual property beyond the limited promotional use explicitly permitted in Clause 12 (Trade Marks).
13.5 Any unauthorized use, duplication, or adaptation of UMixology’s educational or marketing content may result in immediate termination of this Agreement and potential legal action.
14. Affiliate Warranties and Indemnity
14.1 By accepting these Terms & Conditions, you represent, warrant, and undertake that:
14.1.1 Your website, social media accounts, and any promotional materials you use:
a) do not and will not contain any content that is unlawful, harmful, threatening, obscene, harassing, discriminatory, defamatory, or otherwise objectionable;
b) do not facilitate or promote violence, terrorism, or any criminal activity;
c) do not contain sexually explicit or adult-oriented material; and
d) do not infringe or assist in the infringement of any intellectual property rights belonging to any party.
14.1.2 Your website, and any other promotional platforms under your control, will remain functional and publicly accessible (subject to reasonable downtime for maintenance or service interruptions beyond your control).
14.1.3 You possess and will maintain all necessary rights, licenses, consents, and approvals required to operate your website and to participate in the UMixology Affiliate Program throughout the Term of this Agreement.
14.1.4 All obligations you assume under this Agreement constitute legal, valid, and binding obligations enforceable against you in accordance with its terms.
14.1.5 You shall not engage in any unsolicited bulk email, spam, misleading advertising, or other deceptive marketing practices in connection with the promotion of UMixology.
14.1.6 You will comply at all times with the U.S. Federal Trade Commission (“FTC”) guidelines on endorsements and testimonials, including clear and conspicuous disclosure of your affiliate relationship with UMixology in any post, video, blog, or advertisement.
14.1.7 You shall not make any representation, whether express or implied, suggesting that UMixology or Empire Mixology sells alcoholic products, provides alcohol-related licensing, or offers government-accredited certifications.
14.2 You agree to indemnify, defend, and hold harmless UMixology (Empire Mixology LLC), its officers, directors, employees, and agents against any and all claims, damages, losses, costs, and expenses (including reasonable legal fees) incurred as a result of or in connection with:
14.2.1 any breach of your warranties under this Agreement;
14.2.2 any claim that your website, content, or advertising infringes the intellectual property, privacy, or publicity rights of any third party;
14.2.3 any violation of applicable laws, including but not limited to advertising and consumer protection regulations; and
14.2.4 any act or omission by you, your employees, agents, or contractors in connection with the performance of your obligations under these Terms & Conditions.
15. Disclaimers
15.1 UMixology makes no warranty or representation that its website, Affiliate Program, or any Service Packages promoted through the Program will meet your expectations or those of your visitors, that they will be uninterrupted, error-free, or free from defects, that they will be compatible with all devices or browsers, or that they will achieve any particular business or financial result.
15.2 All Service Packages, including courses, certifications, and digital resources, are provided “as is” and “as available.” UMixology expressly disclaims all implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, and reliability.
15.3 UMixology does not guarantee that its website, learning platform, or affiliate tracking system will remain continuously functional or accessible. Temporary downtime may occur due to maintenance, third-party service interruptions, or other circumstances beyond UMixology’s control.
15.4 No advice, guidance, or marketing support provided through the Affiliate Dashboard or communications from UMixology shall be construed as a guarantee of results, earnings, or customer conversions. Each Affiliate’s success depends on independent marketing efforts and external factors beyond UMixology’s control.
15.5 UMixology shall not be liable for any inaccuracy, omission, or delay in data reporting caused by third-party tracking systems, analytics providers, or internet service issues.
16. Liability
16.1 UMixology shall not be liable to you for any indirect, incidental, special, exemplary, or consequential losses or damages, including but not limited to loss of revenue, profits, business, goodwill, or data, arising out of or in connection with these Terms & Conditions, the Affiliate Program, or any use of our website or marketing materials, even if such loss was reasonably foreseeable or UMixology had been advised of the possibility of such loss.
16.2 UMixology’s total aggregate liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with these Terms & Conditions, shall not exceed the total commission paid or payable to you by UMixology during the twelve (12) months immediately preceding the event giving rise to the claim.
16.3 Nothing in these Terms & Conditions shall limit or exclude UMixology’s liability for death or personal injury caused by its negligence, or the negligence of its employees, agents, or sub-contractors, or for fraud or fraudulent misrepresentation.
17. Term and Termination
17.1 These Terms & Conditions and the Agreement shall take effect on the Commencement Date and shall continue in force for an initial period of twelve (12) months (the “Initial Term”). Thereafter, the Agreement shall automatically renew for successive twelve (12)-month periods (each a “Renewal Term”) unless and until terminated in accordance with this Clause 17.
17.2 Either Party may terminate this Agreement by providing ten (10) Business Days’ written notice to the other Party:
17.2.1 where the other Party has committed a material breach of these Terms & Conditions or the Agreement and has failed to remedy such breach within ten (10) Business Days of receiving written notice specifying the breach; or
17.2.2 if the other Party enters into liquidation (whether compulsory or voluntary, other than for a bona fide restructuring approved in writing by the other Party), compounds or makes any arrangement with creditors, ceases or threatens to cease trading, or undergoes any analogous process under applicable law.
17.3 Either Party may elect not to renew the Agreement at the end of the current Term for any reason, provided written notice is given at least ten (10) Business Days before the expiry of the current Term.
17.4 UMixology reserves the right, at its sole discretion, to suspend or deactivate an Affiliate account immediately, without prior notice, if the Affiliate is suspected of fraudulent activity, violation of these Terms & Conditions, or conduct likely to damage UMixology’s reputation. Suspension shall not relieve the Affiliate of any existing contractual obligations.
17.5 Upon termination of the Agreement for any reason:
17.5.1 the Affiliate shall immediately remove all UMixology links, promotional materials, and references from its website and digital properties;
17.5.2 all licenses granted under these Terms & Conditions shall automatically terminate; and
17.5.3 access to the Affiliate Dashboard shall be revoked.
17.6 Any commissions accrued but not yet approved or payable at the date of termination shall be forfeited in the event of termination by UMixology under Clause 17.2.1 or 17.4. Where termination occurs under Clause 17.3, commissions validly earned prior to termination shall be paid in accordance with Clause 11.
18. Confidentiality
18.1 Each Party (the “Receiving Party”) shall keep strictly confidential all Confidential Information belonging to the other Party (the “Supplying Party”) and shall not use, disclose, or make such Confidential Information available, directly or indirectly, to any third party except to those of its officers, employees, contractors, or professional advisers who need to know such information to enable the Receiving Party to perform its obligations under these Terms & Conditions, provided that such persons are subject to equivalent confidentiality obligations.
18.2 For the purposes of this Clause, “Confidential Information” shall include, but not be limited to, all business, technical, and financial information; marketing materials; customer and affiliate data; tracking reports; login credentials; and any other proprietary information disclosed in connection with the Program.
18.3 The obligations in this Clause shall not apply to any information which:
18.3.1 is or becomes publicly available through no breach of these Terms & Conditions by the Receiving Party;
18.3.2 was lawfully known to the Receiving Party prior to disclosure by the Supplying Party; or
18.3.3 is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure.
18.4 Each Party further agrees and undertakes:
18.4.1 that all Confidential Information shall remain at all times the sole and exclusive property of the Supplying Party;
18.4.2 that the Receiving Party’s right to use Confidential Information shall immediately cease upon termination or expiration of the Agreement; and
18.4.3 to return or permanently delete all materials containing Confidential Information (including all digital and physical copies) upon termination of the Agreement, unless retention is required by law.
18.5 Each Party shall implement reasonable technical and organizational measures to protect all Confidential Information against unauthorized or unlawful processing, accidental loss, destruction, or damage, in accordance with applicable data protection laws.
19. Force Majeure
19.1 Neither Party shall be liable for any delay or failure in performing its obligations under these Terms & Conditions if such delay or failure results from any event, circumstance, or cause beyond its reasonable control (“Force Majeure Event”).
19.2 Such events shall include, but are not limited to: power or utility failures; Internet service provider or hosting outages; failures of communications networks or data centers; industrial action or strikes; civil unrest; fire, flood, storm, earthquake, or other natural disasters; epidemics or pandemics; acts of terrorism; war or military conflict; governmental orders, sanctions, or restrictions; or any other event that could not reasonably have been foreseen or prevented.
19.3 The affected Party shall:
19.3.1 promptly notify the other Party of the occurrence and expected duration of the Force Majeure Event;
19.3.2 use all reasonable efforts to mitigate the effects of such event and resume performance as soon as reasonably possible; and
19.3.3 not be deemed in breach of these Terms & Conditions while such failure or delay continues, provided it complies with this Clause.
19.4 If a Force Majeure Event continues for a period of more than thirty (30) consecutive days, either Party may terminate the Agreement on written notice without liability to the other, except for obligations accrued prior to termination.
20. Severance
If any provision or part-provision of these Terms & Conditions is or becomes illegal, invalid, or unenforceable in any jurisdiction, that provision shall be deemed modified to the minimum extent necessary to make it legal, valid, and enforceable.
If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification or deletion under this Clause shall not affect the validity and enforceability of the remainder of these Terms & Conditions, which shall continue in full force and effect.
21. Notices and Entire Agreement
21.1 Unless otherwise stated in these Terms & Conditions, all notices or other communications required or permitted under this Agreement shall be made in writing and delivered by email to the other Party’s registered email address as provided in their Affiliate or Company account details. Notices sent by email shall be deemed received at the time of transmission, provided that no delivery failure notification is received by the sender.
21.2 These Terms & Conditions constitute the entire agreement and understanding between the Parties in relation to the Affiliate Program and supersede all prior oral or written agreements, understandings, or arrangements between the Parties regarding the Program or their relationship. Each Party acknowledges that it has not relied upon any statement, representation, assurance, or warranty other than those expressly set out in these Terms & Conditions, except in the case of fraudulent misrepresentation.
21.3 Unless otherwise expressly provided elsewhere in these Terms & Conditions, this Agreement may be varied only by a written document signed (including by electronic means) by both Parties.
22. General I
22.1 No failure or delay by either Party in exercising any right, power, or remedy under these Terms & Conditions shall operate as a waiver of that or any other right, power, or remedy. Nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise of it or the exercise of any other right, power, or remedy. Any waiver shall be effective only if given in writing and signed (including electronically) by the waiving Party.
22.2 The relationship between the Parties under these Terms & Conditions shall be non-exclusive. Both Parties remain free to enter into similar affiliate or promotional relationships with other individuals or entities. Nothing in this Agreement shall prevent UMixology from operating additional affiliate programs or from working directly with other marketing partners.
22.3 You may not assign, transfer, or otherwise dispose of any or all of your rights or obligations under these Terms & Conditions or this Agreement without our prior written consent, which shall not be unreasonably withheld. We may assign or transfer our rights and obligations under this Agreement to any successor or affiliated entity in connection with a merger, acquisition, or reorganization.
23. General II
23.1 These Terms & Conditions and the Agreement, and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the State of Maryland and the laws of the United States applicable therein, without regard to its conflict of law principles.
23.2 Each Party irrevocably agrees that any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms & Conditions, the Agreement, or their subject matter or formation shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Maryland, and both Parties consent to the personal jurisdiction of such courts.