Legal

Referral Partner Agreement

Version 1.3. Effective October 22, 2026.

This agreement applies to people and businesses, including agencies, that we approve as referral partners. You introduce clients with your referral link or code. They buy from us at our normal prices under the Upmark Labs name, and you earn 10% of what each referred client pays us in their first 12 months. Commission is paid monthly once it is due, and either of us can end the arrangement with 30 days’ notice.

1. Who this agreement is between

This Referral Partner Agreement is between UPMARK, a sole proprietorship owned by Amit Govil, trading as Upmark Labs, place of business 3/3 B, Saket Nagar, Bhopal, Madhya Pradesh 462024, India (“we”, “us”, “our”), and the person or business we approve as a referral partner (“you”, “your”, the “partner”).

It applies alongside our Terms of Use, which govern your use of our website. Referred clients buy under the Terms of Use; you are not a party to their orders.

2. Definitions

Term	Meaning
Referral link	The link shown in your partner panel, which carries your referral code.
Referral code	The code shown in your partner panel. A client can also enter it at checkout.
Referred client	A business whose first paid order carries your referral code, through your link or entered at checkout, and that was not already our client.
Commission period	The 12 months starting on the date the referred client’s first referred order is paid.
Net amount	What the referred client paid for an order, less refunds, taxes and third-party costs passed through at cost.

3. Applying and approval

You apply through the form on our Partners page. We decide whether to approve an application at our discretion and reply by email.
Approval gives your store account partner status. Your referral link, code and commission statement then appear under My account.
A business can be both a referral partner and a reseller, but an order earns either a reseller price or a referral commission, never both.

4. How referrals are tracked

When a visitor opens your referral link, our website asks whether it may remember the referral. If they agree, we store a small first-party cookie for 30 days. If they decline, nothing is stored.
A client can also enter your referral code at checkout.
The referral counts when the client’s first paid order carries your code within that time. If several codes are used, the code on the paid order counts.
Once a client is your referred client, their later paid orders in the commission period earn commission whether or not they carry your code.
A business that was already our client before your referral does not become your referred client.
You can also register a business you introduced, in your partner portal, with its company name and work email. A registration lasts 90 days. If that business, or someone using the same company email domain, pays its first order in that time, it becomes your referred client even without your link or code. The first partner to register a business keeps it, and a registration takes priority over a link or code used later. You may only register a business that knows you are passing its details to us.

5. Commission

Item	Rule
Rate	10% of the net amount of each paid order by a referred client in the commission period, including monthly services
When it becomes payable	30 days after the client’s payment, so refunds can be settled first
Refunds	A refund before commission is paid reduces or cancels that commission. A refund after commission is paid is deducted from your next payout
Not commissionable	Your own orders, orders placed by a reseller account, unpaid or cancelled orders, and orders after the commission period ends

5A. Bonuses

Fast-start bonus: US$50 when your first referred client’s first paid order is within 60 days of your approval, once that payment is past the 30-day refund window.
Quarterly bonus: for each calendar quarter, we count your new referred clients whose first referred order was in that quarter and who paid at least US$1,000 in it, after refunds. 3 such clients earn US$150, 5 earn US$300 and 10 or more earn US$750. Only the highest level reached counts.
We work out quarterly bonuses 30 days after the quarter ends and add them to your payable total. They are paid with your commission under section 6.
We may withhold a bonus earned through self-referrals, invented or related clients, or any breach of this agreement. We may change bonus amounts for future quarters with at least 30 days’ notice by email.

6. Payouts

We pay payable commission monthly, once your payable total is at least $100. Amounts below $100 carry over to the next month.
We pay in US dollars by PayPal or bank transfer. You give your PayPal email in your partner panel, or arrange a bank transfer with us by email. Never send passwords or card numbers.
Your partner panel shows each referred order, its commission and whether it is in the refund window, payable or paid.
You are responsible for any taxes on commission and bonuses you receive. Before your first payout you must give your tax residence and, if you have one, your tax or VAT number in your partner portal. We do not make payouts until you have.

7. How you may promote us

Describe our products accurately, using the scope and prices shown on our website. Do not promise results, rankings, timelines or terms that are not on the product page.
Do not send spam, buy ads on our brand name or close variations of it, create websites or profiles that look like ours, or use our name in a way that suggests you are us.
Tell people you may earn a commission when you recommend us, where the law or the platform you use requires it.
Do not use your own link or code to buy for yourself, or offer cash or gifts to clients for using your code without our written agreement.

We may cancel commission earned in breach of this section.

8. Personal data

We show you limited information about referred orders: the order date, its value, the commission and a masked version of the client’s email address. We use your details to run the programme and pay you, as explained in our Privacy Policy. You must have a lawful basis for any contact you make with potential clients.

9. No agency or partnership in law

You act on your own account. You are not our employee, agent or legal partner, and you cannot make promises or sign contracts on our behalf.

10. Ending the arrangement

Either of us can end the arrangement at any time by giving 30 days’ notice by email.
We may end it straight away, and cancel unpaid commission linked to the breach, if you seriously breach this agreement.
When the arrangement ends for any other reason, commission already earned for orders paid before the end date is still paid under section 6.

11. Changes to this agreement

We may update this agreement, including the commission rate, for orders paid after the change. We will email partners at least 30 days before a change takes effect. If you do not agree, you may end the arrangement before it takes effect.

12. Liability

To the extent the law allows, our total liability to you under this agreement is limited to the commission paid or payable to you in the 12 months before the claim.

13. Governing law and disputes

This agreement is governed by the same law, and disputes are resolved in the same way, as set out in the governing law and disputes section of our Terms of Use.

14. Contact

Questions about the partner programme go to hello@upmarklabs.com.

Version history

Version	Date	Change
1.3	October 22, 2026	We reply to applications by email, without a fixed reply time.
1.2	October 19, 2026	Added registering a client you introduced (90 days), fast-start and quarterly bonuses, and tax details before the first payout.
1.1	October 16, 2026	Clarified that the website is operated by UPMARK, a sole proprietorship of Amit Govil.
1.0	October 14, 2026	First published version.