Upfirst Affiliate Program Terms

Effective Date: August 17, 2026

1. Definitions

“Upfirst” refers to Upfirst Inc., a Florida corporation, and its directors, officers, employees, agents, and affiliates.

“Program” refers to the Upfirst Affiliate Program described in these Affiliate Program Terms.

“You” or “Your” refers to the individual or entity that applies to or participates in the Program.

“Service” refers to the AI-powered virtual receptionist services and related offerings provided by Upfirst.

“Affiliate Link” refers to the unique tracking link or referral code Upfirst issues to you for use in the Program.

“Referred Customer” refers to a business or individual that creates an Upfirst account through your Affiliate Link and that Upfirst approves as a Qualified Referral.

“Qualified Referral” refers to a Referred Customer that meets the requirements of Section 8 and that Upfirst has approved.

“Net Subscription Revenue” refers to subscription fees actually received and retained by Upfirst from a Referred Customer, excluding taxes, third-party payment processing fees, usage overages, one-time fees, credits, discounts, refunds, and chargebacks.

“Affiliate Platform” refers to the third-party partner management platform Upfirst uses to administer the Program, including tracking, reporting, and payouts.

2. Acceptance of Terms

By applying to or participating in the Program, you agree to be bound by these Affiliate Program Terms (“Terms”), the Upfirst Terms of Service, and our Privacy Policy. If you do not agree to all of these Terms, you may not participate in the Program.

If you apply to the Program on behalf of a company or other organization, you are binding that organization to these Terms, and you represent that you have the authority to do so.

These Terms govern your participation in the Program only. If you are also an Upfirst customer, your use of the Service continues to be governed by the Upfirst Terms of Service.

3. Modification of Terms

Upfirst reserves the right, at its sole discretion, to modify these Terms, the commission structure, or any other aspect of the Program at any time. We will post the updated Terms and indicate the effective date. Changes to commission rates apply prospectively and do not reduce commissions already accrued on Qualified Referrals before the effective date of the change.

Your continued participation in the Program after any changes become effective constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must stop participating in the Program.

4. Eligibility

To participate in the Program, you must:

Be at least 18 years of age.
Provide accurate, current, and complete information in your application and keep it up to date.
Maintain a single Program account. Creating, using, or controlling more than one Program account is prohibited.
Complete any tax documentation Upfirst or the Affiliate Platform requires.
Maintain a valid payment method on file with the Affiliate Platform.
Comply with these Terms and all applicable laws.

Existing Upfirst customers are welcome to participate in the Program, subject to Section 7.

5. Approval of Partners and Referrals

Acceptance into the Program is at Upfirst's sole discretion. Upfirst may reject or deny your application for any reason or no reason, and may re-evaluate your participation at any time.

Approval of your application does not constitute approval of any particular referral. Each referral is separately subject to Upfirst's approval, which may be withheld or withdrawn in Upfirst's reasonable discretion, including where Upfirst determines that a referral does not meet the requirements of Section 7 or Section 8, or that a referral is inconsistent with the purpose of the Program.

Upfirst may, before approving or paying any commission, request information or documentation regarding a referred business, its ownership, and its relationship to you. You agree to respond promptly and accurately. Upfirst may withhold commissions on a referral until it receives a satisfactory response.

Upfirst may, but is not obligated to, monitor your website, social accounts, and other marketing channels at any time to determine whether you are complying with these Terms.

6. Purpose of the Program

The Program exists to reward you for introducing Upfirst to businesses that would not otherwise have found or purchased the Service. It does not exist to discount your own purchase of the Service, to reward you for signing up businesses you already control, or to pay commissions on business Upfirst was already going to win.

Upfirst may decline any referral, and may reverse any commission, that it reasonably determines is inconsistent with this purpose, whether or not the referral falls within the specific categories described in Section 7.

You may not earn commissions on your own account, or on any business you are connected to. A referral is not eligible for commission if, at the time of the referral or at any time while commissions would otherwise be payable, the referred business:

Is you, or is an account that you register, control, or use.
Is a business that you own or co-own, in whole or in part, directly or indirectly.
Is a business that you control, manage, direct, or operate, or in which you serve as an officer, director, partner, member, manager, or trustee.
Is a business that employs you, or for which you act as a contractor, consultant, or agent.
Shares an owner, principal, or controlling person with any business you own, control, or manage.
Is owned, controlled, or operated by a member of your immediate family or household.

You must disclose to Upfirst any relationship described above before submitting a referral. Failure to disclose such a relationship is a material breach of these Terms and may result in forfeiture of all accrued and unpaid commissions on the affected referrals, reversal of commissions already paid on them, and termination from the Program.

The categories above are illustrative and not exhaustive. Upfirst may decline any referral, or reverse any commission, that it reasonably determines to be a self-referral or an attempt to circumvent this Section, including referrals made through an intermediary, a related person, or a separate legal entity formed for that purpose.

8. Qualified Referrals

A referral becomes a Qualified Referral only if all of the following are true:

The referred business reached Upfirst through your Affiliate Link, and your Affiliate Link was the last Upfirst referral link clicked before sign-up.
The sign-up occurred within ninety (90) days of the click on your Affiliate Link (the “Attribution Window”).
The referred business had never previously created an Upfirst account and had never previously booked a demo with Upfirst.
The referred business converts to and pays for an active paid Upfirst subscription.
The referral does not fall within Section 7.
Upfirst has approved the referral under Section 5.

Businesses that have already signed up for an Upfirst account, or that have already booked a demo with Upfirst, are not eligible referrals, regardless of when that account was created or that demo was booked and regardless of whether it resulted in a purchase.

Sales-assisted conversions remain eligible. A referral that reaches Upfirst through your Affiliate Link and then completes its purchase with the help of an Upfirst salesperson, including after a demo booked during the Attribution Window, remains a Qualified Referral and earns commission at the standard rate.

Where more than one participant claims the same referral, Upfirst will attribute the referral to the participant whose Affiliate Link was clicked last before sign-up. Upfirst's records and the records of the Affiliate Platform are the sole basis for determining attribution. Upfirst is not liable for any error by you or by a customer in using an Affiliate Link, even where that error reduces the amounts that would otherwise be paid to you.

9. Commissions and Bonus

Subject to these Terms, Upfirst will pay you:

A recurring commission of twenty-five percent (25%) of Net Subscription Revenue received from each Qualified Referral, for as long as that Qualified Referral maintains an active paid Upfirst subscription and you remain in good standing in the Program.
A one-time bonus of fifty dollars ($50) for each Qualified Referral that has maintained an active paid Upfirst subscription for sixty (60) continuous days.

Commissions accrue on payments actually received and retained by Upfirst. No commission is earned on free trials, unpaid accounts, taxes, payment processing fees, usage overages, one-time fees, or amounts credited, discounted, refunded, or charged back.

Holding period. Commissions on a Qualified Referral are held in a pending status and do not become eligible for payout until that Qualified Referral has been a paying customer for thirty (30) continuous days. The $50 bonus does not become eligible for payout until that Qualified Referral has been a paying customer for sixty (60) continuous days. If the referral is refunded, charged back, cancelled, or determined to be ineligible during a holding period, no commission or bonus becomes payable.

10. Payment Terms

Payouts are processed monthly through the Affiliate Platform for commissions that have cleared the applicable holding period.

You must have a valid payment method and completed tax documentation on file to receive a payout. A minimum balance of fifty dollars ($50) in eligible commissions is required for a payout to be issued. Balances below the minimum roll over to the following month.

Payouts are facilitated by third-party payment providers. You agree that accepting the applicable payment provider's terms and conditions is a precondition to receiving any payment under the Program.

You are responsible for all taxes, duties, and governmental charges imposed on amounts you receive under the Program. Upfirst does not withhold taxes on your behalf except where required by law.

If your payment information is invalid and Upfirst or the Affiliate Platform is unable to pay you after reasonable attempts, or if you do not claim a payout within twelve (12) months of it becoming eligible, the associated commissions may be forfeited.

11. Adjustments, Clawbacks, and Fraud

Upfirst may reverse, offset, withhold, or reclaim any commission or bonus, whether pending or already paid, if:

The underlying payment is refunded, charged back, reversed, or otherwise not retained by Upfirst.
The referral is later determined not to be a Qualified Referral, including under Section 7 or Section 8.
The commission resulted from a tracking, clerical, or reporting error.
The commission was obtained through fraud, misrepresentation, undisclosed relationships, manipulation of tracking, or any other means that Upfirst reasonably determines breaches these Terms or the purpose of the Program.

Reversed amounts may be deducted from your current or future commission balance. If your balance is insufficient, you agree to repay the amount on request.

Upfirst may suspend payouts and investigate where it has a reasonable basis to suspect fraud or abuse, and may permanently withhold commissions associated with conduct it determines to be fraudulent or abusive. Nothing in this Section limits Upfirst's right to recover damages exceeding the withheld amount.

12. Use of the Affiliate Link

You may use your Affiliate Link only on websites, social accounts, newsletters, and other properties that you own or control. You may not place your Affiliate Link on any property you do not own or control, including third-party review sites, forums, comment sections, or marketplaces, unless Upfirst authorizes it in writing.

If Upfirst asks you to remove an Affiliate Link from any property or piece of content, you must do so within twenty-four (24) hours. Failure to comply may result in suspension or termination from the Program and forfeiture of commissions associated with that placement.

You may not use your Affiliate Link to attempt to gain unauthorized access to the Service or to any related system or network.

13. Promotional Requirements and Prohibited Methods

You must clearly and prominently disclose your financial relationship with Upfirst wherever you promote the Service, in a manner that complies with the Federal Trade Commission's then-current guidance on advertising disclosures, social media advertising, sponsorships, and endorsements, and with any other applicable disclosure requirements.

No spamming. You agree not to send unsolicited communications of any kind in connection with promoting Upfirst, and to comply at all times with applicable law, including the Telephone Consumer Protection Act, the CAN-SPAM Act, and applicable state telemarketing and anti-spam law. You must promptly honor all opt-out, do-not-call, and do-not-send requests. You may not promote Upfirst through automated calls, prerecorded messages, or calls or texts to numbers on any do-not-call registry.

No misrepresentations. You agree to market the Service fairly and accurately, and not to mislead anyone in connection with the Program, whether by affirmative statement, implication, or omission. You may not impersonate another person or entity, misrepresent your relationship with Upfirst or any third party, state or imply that Upfirst sponsors or endorses you beyond your participation in the Program, use materials that inaccurately appear to have been made by Upfirst, or create fake accounts, profiles, websites, reviews, testimonials, synthetic media, or messages.

No prohibited content. You may not use your Affiliate Link or promote Upfirst in connection with content that is:

Defamatory toward Upfirst or any third party.
Offensive, abusive, intimidating, harassing, or objectionable, including content that promotes racism, bigotry, hatred, discrimination, or physical harm against any group or individual.
Sexually explicit or obscene, or that contains nudity or references to drugs, alcohol, or weapons.
Using someone else's brand name or intellectual property without their explicit written consent, including public figures, private figures, and competitors.
A political or religious statement.

Additional restrictions. You further agree not to:

Bid on “Upfirst” or any Upfirst trademark, or on confusingly similar terms, in paid search or paid social advertising, or otherwise run advertising that competes with Upfirst's own.
Register domains, subdomains, URLs, social handles, app names, or email addresses containing “Upfirst” or confusingly similar terms.
Promote Upfirst through coupon, deal, or discount-code sites, or any property whose primary purpose is intercepting existing purchase intent, unless Upfirst authorizes it in writing.
Use cookie stuffing, forced clicks, redirects, iframes, browser extensions, or any other method of setting tracking without a genuine, informed click.
Defraud or abuse, or attempt to defraud or abuse, Upfirst, the Program, or any customer you refer.

You may not make any representation about Upfirst's pricing, features, availability, performance, service levels, or compliance posture that is not stated in Upfirst's own published materials. You may not negotiate pricing, offer discounts, make guarantees, or enter into any agreement on Upfirst's behalf.

If you violate any of these restrictions, Upfirst may, in its sole discretion, revoke your eligibility to participate in the Program and withhold any commissions earned in violation or suspected violation of these restrictions.

14. Use of the Upfirst Brand

Upfirst grants you a limited, non-exclusive, revocable, non-transferable license to use the Upfirst name, logo, and marketing materials solely to promote the Service under these Terms, and only in the form Upfirst provides. You may not modify Upfirst's marks or materials, combine them with other marks, or use them in a way that could cause confusion, imply endorsement, or dilute the Upfirst brand. If Upfirst updates its marketing materials, you must make commercially reasonable efforts to adopt the updated version and discontinue prior versions.

All goodwill arising from your use of the Upfirst marks belongs to Upfirst. This license terminates automatically when your participation in the Program ends.

15. License to Your Content

You grant Upfirst a non-exclusive, worldwide, royalty-free, transferable license to use your name and likeness and to copy, reproduce, modify, publish, post, translate, create derivative works from, distribute, transmit, and display the content you create about Upfirst in connection with the Program, through any medium or channel, including Upfirst-branded websites, social accounts, and advertising, solely to promote Upfirst and the Service.

You may revoke this license at any time by sending written notice to legal@upfirst.ai. On receipt, Upfirst will make commercially reasonable efforts to stop new uses of the content and to remove past references.

16. Our Customers

Upfirst customers are not your customers by virtue of your participation in the Program. All pricing, terms, rules, and policies concerning the Service are set by Upfirst and may change at any time. If an Upfirst customer or prospect contacts you regarding the Service, you must direct them to Upfirst's support team or to the contact instructions on Upfirst's website.

17. Relationship of the Parties

You are an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between you and Upfirst. You have no authority to bind Upfirst, to accept service of process on its behalf, or to make any commitment on its behalf. You are not entitled to any compensation, equity, or benefits provided to Upfirst employees. You are responsible for your own expenses, taxes, and any personnel you engage.

18. Confidentiality

Non-public information Upfirst shares with you in connection with the Program, including pricing not published on Upfirst's website, roadmap information, referral data, and customer information, is confidential. You will protect it with at least a reasonable degree of care, use it only in connection with the Program, and not disclose it to any third party except to employees or professional advisors who need to know it and who are bound by confidentiality obligations at least as protective as these Terms. You may not use, retain, or resell any personal information of a Referred Customer.

19. Compliance with Laws

You agree to comply with all applicable local, state, federal, and international laws and regulations in connection with your participation in the Program, including laws and regulations governing advertising, endorsements and testimonials, privacy, data protection, electronic communications, telemarketing, and anti-spam, and including regulations promulgated by the Federal Trade Commission and the Federal Communications Commission. You also agree to comply with the terms of service of any platform or channel you use to distribute content about Upfirst.

20. Your Representations and Warranties

You represent, warrant, and covenant that:

You are lawfully able to enter into these Terms and have full authority to do so.
The information you provide in connection with the Program is accurate and complete, including any disclosure required under Section 7.
You are not the subject of United States sanctions regulations and do not appear on any United States sanctioned parties list.
Your participation in the Program does not create a conflict of interest and does not breach any agreement, rule, guideline, or policy applicable to your relationship with any previous or contemporaneous employer, client, academic institution, or other party.
Your content is free and clear of liens and third-party claims, and Upfirst's use of it as permitted by Section 15 will not give rise to any claim, including for infringement, invasion of privacy or publicity, or payment of reuse fees or residuals.
No other person or entity's consent is required in connection with these Terms, your participation in the Program, or Upfirst's use of your content.

21. Cooperation with Authorities

Upfirst reserves the right to cooperate with law enforcement, regulatory bodies, or any authorized third parties in investigating suspected illegal, fraudulent, or improper activities related to the Program. This may include disclosing information about your participation and your Program account.

22. Term and Termination

These Terms take effect when you apply to the Program and remain in effect until terminated. Either party may terminate your participation in the Program at any time, for any reason, with or without cause, by giving written notice, including by email.

Upfirst may suspend or terminate your participation immediately if it reasonably determines that you have breached these Terms, engaged in fraud or abuse, made undisclosed self-referrals, or engaged in conduct that harms Upfirst's reputation.

Effect of termination. On termination, your right to use the Affiliate Link, the Upfirst marks, and Upfirst marketing materials ends immediately, and recurring commissions on your Qualified Referrals cease to accrue as of the termination date. Upfirst may hold accrued unpaid commissions for a reasonable period following termination to account for cancellations, refunds, chargebacks, and downgrades. Amounts remaining after those adjustments will be paid on the next payout cycle, subject to the payout minimum in Section 10.

If Upfirst terminates your participation for breach, fraud, or abuse, Upfirst may withhold accrued and unpaid commissions and reverse commissions already paid in connection with the conduct at issue.

Sections 11, 15, 17, 18, 23, 24, 25, and 26 survive termination, along with any other provision that by its nature is intended to survive.

23. Disclaimers

THE PROGRAM IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. UPFIRST DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

UPFIRST MAKES NO REPRESENTATION, WARRANTY, OR COVENANT REGARDING THE AMOUNT OF TRAFFIC, REFERRALS, OR COMMISSIONS YOU CAN EXPECT AT ANY TIME, AND WILL NOT BE LIABLE FOR ANY ACTION YOU TAKE BASED ON YOUR EXPECTATIONS.

YOU ACKNOWLEDGE THAT AFFILIATE LINKS OPERATE ON A LAST-CLICK ATTRIBUTION MODEL AND THAT UPFIRST IS NOT RESPONSIBLE FOR PAYMENT OF ANY COMMISSION WHERE A CUSTOMER TRANSACTION IS NOT COMPLETED THROUGH YOUR AFFILIATE LINK. UPFIRST DOES NOT GUARANTEE THAT THE PROGRAM, THE AFFILIATE PLATFORM, OR ANY TRACKING MECHANISM WILL BE UNINTERRUPTED, ERROR-FREE, OR ACCURATE IN EVERY INSTANCE, OR THAT THE PROGRAM WILL REMAIN AVAILABLE.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPFIRST SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, OR DATA) ARISING OUT OF OR RELATED TO THE PROGRAM, HOWEVER ARISING, WHETHER OR NOT UPFIRST WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

IN NO EVENT SHALL UPFIRST'S TOTAL LIABILITY UNDER THESE TERMS EXCEED THE GREATER OF (i) THE TOTAL COMMISSIONS ACTUALLY PAID TO YOU UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) FIVE HUNDRED DOLLARS ($500).

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

25. Indemnification

You agree to fully indemnify, defend, and hold harmless Upfirst and its officers, directors, employees, agents, and affiliates from any claims, damages, liabilities, losses, investigations, inquiries, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

Your participation in the Program.
Your violation of these Terms or any applicable law.
Your promotional activities, including any claim that they violated advertising, endorsement, privacy, anti-spam, or telemarketing law.
Any statement you make about Upfirst or the Service.
Your website, your content, or any material you use in connection with the Program.
Your negligence or willful misconduct.
Your violation of any rights of a third party.

Upfirst reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you must indemnify us. You agree to cooperate in our defense of such claims and not to settle any claim without our reasonable consent.

26. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of Florida, without regard to conflicts of law principles. Any dispute arising from or related to these Terms shall be resolved exclusively in the state or federal courts located in Florida, and you consent to the jurisdiction of such courts.

27. Notices

Upfirst may send notices to you at the email address associated with your Program account. Notices to Upfirst must be sent to legal@upfirst.ai. Notices are deemed given when received.

28. Severability

If any provision of these Terms is found unenforceable, that provision will be modified only to the extent necessary to make it enforceable, or severed if it cannot be, and the remainder of these Terms shall remain in full force and effect. A waiver of any default is not a waiver of any subsequent default.

29. Assignment

Upfirst may assign or transfer its rights and obligations under these Terms without restriction. You may not assign or transfer your rights or obligations without Upfirst's prior written consent.

30. Entire Agreement

These Terms, together with the Upfirst Terms of Service, and the Privacy Policy, constitute the entire agreement between you and Upfirst regarding the Program. They supersede all prior agreements, understandings, and communications, whether written or oral. There are no third-party beneficiaries to these Terms.

31. Contact Us

If you have any questions about these Terms, please contact us at:

Upfirst Inc.

Email: legal@upfirst.ai