ULTI Partner Program Rules - Terms and Conditions

ATTENTION: If you are currently a Partner for ULTI International, LLC. (“ULTI”) or you are applying to become one, you are required to read and agree to these ULTI Partner Program Rules, Terms, and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

BY CLICKING “I AGREE,” you are entering into a legally binding contract with ULTI and are agreeing to be bound by these Partner Terms and Conditions which will govern the relationship between you, as a participant in the Partner Program (the “Program”), and ULTI.

IF YOU DO NOT AGREE TO THESE PARTNER TERMS AND CONDITIONS DO NOT SUBMIT YOUR APPLICATION OR CONTINUE YOUR PARTICIPATION IN THE PROGRAM.  In addition, if at any time you no longer wish to be bound by these Partner Terms and Conditions, you must immediately notify ULTI. 

1. Definitions. The following terms will have the meanings specified below.

“Active” refers to a status indicator on the Portal used to indicate that (i) Partner has either one referral sale per month using their 10% code OR Partner has purchased any ULTI product in the last 60 days (ii) Partner has Successfully Completed one (1) or more Approved Activities in the past thirty (60) days; and (iii) has not been found to be out of compliance with any of the Partner Terms.  “Active” status is also referred to as being in good standing. 

“Applicable Laws” means all federal, state, and local laws, rules, and regulations applicable to a Partner's participation in the Program and performance of Promotional Activities.  Applicable Laws include but are not limited to FTC Guidelines.

“Appearance” refers to attending a photoshoot, conference, or other events at ULTI’s request for a specific period.

“Approved Activity” refers to the posting by Partner on an Approved Account of Partner Content which satisfies criteria or guidelines specified on the Portal as confirmed by ULTI.

“Approved Media” refers to social media outlets approved by ULTI for Approved Accounts, as the same may be updated by ULTI from time to time upon written notice to Partners.  The current list of Approved Media is as follows:  Facebook, Twitter, TikTok, Pinterest, Snapchat, Instagram, Twitch, Discord, Tumblr and YouTube.

“Archive” refers to the action of removing certain Partner Content from Partner’s visible grid portrayed on an Approved Account.

“FTC Guidelines” means all rules and guidelines promulgated by the Federal Trade Commission which include, without limitation, the Guides Governing Endorsements located at: https://bit.ly/3IFyaCR

“Lifetime Association” means any customer that makes a purchase using your Partner code will be associated to you as a customer, so long as that customer is not associated to ULTI or another Partner from a prior purchase. If a Partner is inactive in the Program for a period of 90 days, with no sales to new customers, ULTI reserves the right to remove the customer lifetime association of all Partner customers and place that association directly with ULTI.

“Partner” refers to a person who has been selected by ULTI, in its discretion through its online application process, to act as a promoter of the ULTI Products via an Approved Account.

“Partner Account(s)” refers to one or more accounts maintained by Partner on Approved Media.  In order to be used for Promotional Activities in the Program, and Partner Account must first become an Approved Account.

“Partner Content” refers to any expression of ideas in any form, including, without limitation, audiovisuals, photographs, videos, messages, written posts, replies, comments, images, text, or graphics, whether or not such Partner Content specifically mentions ULTI or depicts any ULTI Product, which is submitted, uploaded or otherwise made available to ULTI on or through the Portal, Dropbox, WeTransfer or any other medium.

“Partner Terms” refers to these Brand Partner Terms and Conditions, together with any additional terms, policies, and procedures posted by ULTI on the Portal or otherwise communicated to Partner by ULTI, as well as any instructions and product labels provided with any ULTI Products.

“Portal” refers to the web portal created and maintained by or on behalf of ULTI for the purpose of communicating with Partners and managing Promotional Activities.

“Promotional Activities” refers, collectively, to posting Partner Content, attending Appearances, engaging in Approved Activities and otherwise advertising, marketing, and promoting ULTI Products on an Approved Account. 

“Spam” refers to any unsolicited message (such as an e-mail, direct message, text message, or Internet posting) posted or sent to a recipient in which the message is not necessarily personal or relevant to the recipient, and which may cause annoyance to the recipient.

“ULTI Products” refers to the supplements and other gaming-related products offered and sold by ULTI to consumers under its ULTI® brand.

“Successfully Completed” is a status indicator in the Portal used to indicate that (i) Partner has uploaded Partner Content for an Approved Activity, and (ii) ULTI has confirmed that such Partner Content complies with the specified criteria or guidelines for such Approved Activity.

“you” or “your” refers to the individual who is currently a Partner for ULTI or is applying to become a Partner through the online process, together with his or her agents, business affiliates, and permitted successors and assigns.

2. Program Scope.Upon your selection as a Partner by ULTI, you become an important part of the ULTI team. ULTI is relying upon you, and you agree, to actively promote the ULTI Products. You agree, at all times during your participation in the Program and performance of Promotional Activities to comply with all Partner Terms provided to you from time to time.
3. Application for Enrollment. To become a Partner, you (a real live person) must complete and submit the online application. You may not use any “bot” or other automated method to apply for or otherwise participate in the Program.  All information included in your application must be true and correct, and it is your duty to notify ULTI if anything changes after you become a Partner, authorized to engage in Promotional Activities.  ULTI reserves the right to accept or reject any application submitted for any or no reason. 
4. Eligibility Criteria. You must satisfy the following eligibility criteria beginning on the date that you submit your application and continuing throughout your participation in the Program (the “Participation Term”). Upon request of ULTI at any time, you may be required to provide documentary evidence showing that you satisfy these criteria. If you are unable to produce such evidence, you may be terminated from the Program immediately. During the Participation Term, you represent, warrant, and covenant to ULTI as follows:
5. You have read, understand, and agree to be bound by the Partner Terms.
6. You are 18 years of age or older.
7. You are free from any medical conditions and are otherwise cleared by your doctor to use the ULTI Products.
8. Compliance.During the Participation Term, you must comply with all Applicable Laws, all Partner Terms, and any other terms and conditions applicable to your use of the Portal or the Approved Media. For example, you must disclose that certain Partner Content you create for ULTI with the expectation of payment, whether such payment will take the form of ULTI Product or Commissions, is “sponsored.” In addition, your application and any forms or documents you provide to ULTI from time to time must be accurate and complete, and updated as needed to remain so.
9. Partner Portal. As a Partner, you will be prompted to create a login for the Portal. ULTI makes no representations or warranties of any kind with respect to the Portal.  ULTI further reserves the right to modify the Portal and/or designate a new influencer marketing platform at its discretion.  You agree to keep your information maintained on the Portal current, including, but not limited to, logging all your Promotional Activities. 
10. Promotional Activities.
11. General. As a Partner, you agree to use your best efforts to frequently engage in Promotional Activities. All Promotional Activities must be conducted in a manner that is consistent with the authorized use for each ULTI Product as outlined on product labels and any marketing or promotional materials provided by ULTI from time to time.  Promotional Activities include, without limitation, the following: 
12. Posting Partner Content on social media, whether or not as part of Approved Activities.
13. Sharing and promoting your personal discount code for ULTI Products to encourage followers to purchase them.

iii. Communicating, networking and/or collaborating with social media influencers, ULTI’s social media followers and customers, and any other individuals requested by ULTI, to promote the ULTI Products as a tool to achieve certain health and fitness goals.

1. Participating in educational and training programs upon request of ULTI; and
2. Attending Appearances upon request of ULTI.
3. Active Status; Approved Activities.From time-to-time ULTI may post to the Portal a request for Partners to engage in a specific Promotional Activity that must satisfy certain requirements to qualify as an Approved Activity. Once you have Successfully Completed an Approved Activity, as confirmed by ULTI in the Portal, you earn Points as described in Section 14(b).  Only new Partner Content, that has not been used for any other Promotional Activity and does not contain any competing products, may be submitted for an Approved Activity.  You may not Archive any Partner Content used for an Approved Activity for at least one (1) year following the posting.  Failing to remain Active in the Program for a period of two (2) or more months during a calendar year may result in your termination from the Program and removal of all accrued Approved Activity points.
4. Other Obligations. To remain in good standing in the Program, you must also comply with the following:
5. Keep your Approved Account public at all times (and notify ULTI before switching to private).
6. Promptly respond to all communications from ULTI personnel (in no event later than within 24 hours), whether in text, email, direct message, phone, or any other form.
7. Advise ULTI personnel promptly of any changes to information previously submitted (whether in your application, in your IRS Form W-9, through the Portal or otherwise); and
8. Read all labels on ULTI Products and use them only as directed.

Inform ULTI personnel IMMEDIATELY if you develop a medical condition that prevents you from using or promoting the ULTI Products and DO NOT USE them.

9. Use of Partner Content. You agree that ULTI may post, re-post, upload and/ or use any and all of the Partner Content in any form, for any purpose and in any medium, such as but not limited to, its own social media accounts, websites, in online or retail marketing channels, emails or print mailers, as determined in its discretion, in perpetuity, with or without notice or compensation.
10. Partner Responsibilities. You acknowledge and agree that you are responsible for:
11. Any and all activity undertaken in connection with your participation in the Program and on your social media accounts, discord, or live streams.
12. Conducting yourself at all times with the highest degree of professionalism.
13. Behaving in a legal, ethical, and business-like manner and maintaining the highest standards of integrity, honesty, and responsibility in your dealings with ULTI, its staff, all fellow Partners, and other persons related to or representing ULTI, customers, and sales representatives.
14. Presenting and demonstrating ULTI Products in a positive, truthful, and sincere manner.
15. Including any product disclaimer or other language provided by ULTI with respect to ULTI Products in any and all Partner Content as directed by ULTI; and
16. Providing your honest and truthful personal experiences with using any ULTI Product in your Partner Content.
17. Prohibitions/ Restrictions. You are expressly prohibited from taking any of the following actions, each of which shall be a material breach of the Partner Terms:
18. Making any representations, claims or promises on behalf of ULTI, other than those contained in ULTI’s official marketing and promotional materials (i.e., on the label or ULTI website).
19. Promoting ULTI Products through unsolicited or Spam communications (including via emails, direct messages, product reviews, posting comments, providing codes on any platform).
20. Engaging in, promoting, contributing to, or creating a platform for offensive or pornographic images or videos, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or of any Partner Content that is unlawful, harmful, threatening, defamatory, obscene, or harassing.
21. Transmitting messages or images inconsistent with the positive image and/or goodwill of ULTI.
22. Engaging in any activity that may divert Commissions from other Partners in the Program.
23. Engaging in any activity that violates or breaches ULTI’s or any third party’s legal rights.
24. Engaging in any advertising or marketing practices that are deceptive, misleading, or fraudulent.
25. Presenting ULTI’s banners, images, or videos as if they are your own or any other site’s (which is usually referred to as copyright or trademark infringement and is illegal).
26. Posting any links to the ULTI website or any other ULTI platform on any website in which users can post content, including, without limitation, Reddit.com, and any sub-page, sub-domain, or sub-thread thereof.
27. Posting, directly or indirectly, Partner’s promotional code or another ULTI Partner’s promotional code on any website, including, without limitation, RetailMeNot.com, Coupons.com, and CouponCodes.com.
28. Using any promotional coupon or code that is not provided to Partner by ULTI for the Program or running an ad with any of ULTI’s URLs offering brand partner Commissions.
29. Reading, intercepting, recording, redirecting, interpreting, or filling in the contents of any electronic form or other materials submitted to ULTI by any person or entity; and
30. Selling or re-selling any of the ULTI Products or offering a cash incentive or discount on ULTI Products as a means of promotion that is not within the context of the Program.
31. Monitoring; Removal of Content. ULTI reserves the right to monitor all Partner Accounts and to preview Partner Content. From time to time, ULTI may request changes to and/or removal of Partner Content from any and all of Partner’s Accounts. If you refuse to make any requested changes, ULTI may terminate or limit your participation in the Program.
32. Lifetime Association Any customer that makes a purchase using your Partner code will be associated to you as a customer, so long as that customer is not associated to ULTI or another Partner from a prior purchase. If a Partner is inactive in the Program for a period of 90 days, with no sales to new customers, ULTI reserves the right to remove the customer lifetime association of all Partner customers and place that association directly with ULTI.
33. Term; Termination. Your Participation Term will begin on the date that ULTI accepts your application and will continue until otherwise terminated in accordance with this Section. This Agreement may be terminated upon thirty (30) days written notice without Cause or penalty, by either Party. Termination of this Agreement shall end your participation in the Program and will immediately disqualify you from receiving any additional Points, Commission(s), recognition(s), communication(s), or compensation(s) from ULTI. Moreover, Termination of this Agreement requires that you immediately stop making any and all representations, publicly or privately, in which it could be construed as a representation of the thoughts, feelings, direction, or otherwise of ULTI or ULTI Products. The obligations related to Confidential Information, ULTI Intellectual Property, and the provisions of Section 19 will continue perpetually, or in accordance with the applicable Section, post Termination.
34. Compensation for Services. In consideration of your performance of Promotional Activities and the rights granted to ULTI with respect to Partner Content, you will be compensated as follows:
35. Free ULTI Products. From time to time, at its discretion, ULTI may provide Partner with free ULTI Products. To qualify for free ULTI Products, ULTI may require Partners to perform one or more Approved Activities.  Free ULTI Products will only be available to Partners whose status is Active, and who have Successfully Completed certain Approved Activities, as described in the Portal.
36. Merchandise.Through Partner’s Approved Activities, Partner may earn points in varying quantities as listed in the Portal (“Points”). Points can be accumulated and used towards the purchase of ULTI Products based on a point-to-dollar ratio established by ULTI from time to time.  Points do not expire if the Partner remains Active.  In the event that a Partner’s participation is terminated (by ULTI or Partner) any then outstanding Points will expire immediately following notice of termination.
37. Special Projects.If you are given the opportunity to participate in special events, Appearances, or specific content creation projects (collectively, “Special Projects”), you may be compensated for Special Projects as will be set forth in a separate written agreement signed by you and ULTI. ULTI will strive to give priority to Partners for Appearances but such invitations to participate cannot be guaranteed.
38. Commission. Partners are provided with a unique promotional code which can be provided to followers who can use it to buy ULTI Products at a discounted price. Partners in good standing are entitled to receive a commission equal to ten percent (10%) of Net Sales (“Commission”).  For purposes of calculating the Commission, “Net Sales” shall mean the total amount actually received by ULTI from customers who purchase ULTI Products using Partner’s unique referral link and promotional code, less: (i) the cost of insurance, cost of freight, costs of any/all operational expenses not otherwise previously accounted for, and other shipping and handling charges; (ii) any sales tax, or other similar taxes which may be imposed by a governmental entity having jurisdiction on any such transaction; and (iii) any sales or amounts that are attributable to Spam, credit card fraud, returned ULTI Products, refunded payments or similar factors. 

Commissions will be paid during the first week of every month via PayPal (or such other form designated by ULTI from time to time). 

1. Waiver. If you are entitled to Commissions but do not wish to receive your Commission in the form of money, you may waive your right to Commission by signing a written waiver demanding that you be paid solely in Points.
2. Exclusions. No payments will be made based on any sales or amounts that are attributed to Spam, credit card fraud, or returned ULTI Products. If a sale is canceled or refunded for any reason, any amount pre-paid to Partner will be deducted from the amount owed to the Partner.  Partner will not be paid a Commission on sales or orders that are in delinquent status.  Commissions are counted and final numbers are deemed final at the sole discretion and decision of ULTI. ULTI also reserves the right to change the dates of Commission payout. While ULTI makes every reasonable effort to accurately track and pay Commissions for all Partner sales, ULTI is not responsible and shall not be held liable for any technical difficulties, outside events, actions by other Partners, or other uncontrollable events that may disrupt or interfere with ULTI’s ability to track sales or pay Commissions. ULTI has the right to pay Commissions to any other person, at its discretion.
3. Independent Contractor. By entering into the Partner Terms, you agree that you are customarily engaged in an independent business of performing Promotional Activities and/ or Approved Activities and are not an employee of ULTI. Therefore, you are not entitled to any benefits provided by ULTI to its employees, including, without limitation, worker’s compensation benefits or group insurance. Nothing in the Partner Terms should be construed to create an employer-employee relationship or any other relationship other than that of an independent contractor.
4. ULTI will not have control or exercise direction over the methods by which you perform the Promotional Activities. You are responsible for creating Partner Content and determining when your Partner Content will be shared, except for time-sensitive projects as identified by ULTI.
5. You are responsible for your own federal, state, and local income, social security, unemployment, sales, disability, and any other applicable local, state, or federal taxes arising out of your performance of Promotional Activities under the Partner Terms. If applicable, ULTI will report amounts paid to you by filing Form 1099-Misc. with the Internal Revenue Service, as required by Applicable Law.
6. You understand and agree that ULTI will not withhold or make payments for social security, unemployment insurance, or disability insurance contributions on your behalf. You agree to indemnify and defend ULTI against any and all such taxes or contributions. You are also responsible for all costs, liabilities, and expenses you may incur in connection with performing Promotional Activities under the Partner Terms.
7. Intellectual Property.
8. General. All ULTI trade names, trademarks, logos, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing material (collectively, the “ULTI Intellectual Property”) is the property of ULTI, and you agree not to use such ULTI Intellectual Property except in the form provided to you through the Program, and solely for the purpose and in the manner specifically authorized by ULTI.
9. Restrictions.You agree that you will not take any of the following actions:
10. Modify any ULTI Intellectual Property or use any modified or derivative version of any ULTI Intellectual Property.
11. Purchase, use or register any domain name, or any social media profile name, handle, or moniker, that comprises or incorporates any ULTI Intellectual Property or any variations, derivatives, or misspellings thereof.

iii. Publish, host, or promote any ULTI Intellectual Property or other material that misrepresents your relationship with ULTI or implies that you are an official site, authorized dealer, or otherwise specially connected with or sponsored by ULTI.

1. Partner Content.You agree that any and all Partner Content will be the sole and exclusive property of ULTI, and you irrevocably assign to ULTI all right, title, and interest in any Partner Content that you create, or to which you contribute, including all intellectual property rights contained therein. You acknowledge and agree that all Partner Content is deemed specially requested by ULTI (whether or not actually requested), and further agree that it constitutes a work made for hire within the meaning of the copyright laws of the United States (together with any modifications, improvements, or enhancements.  You acknowledge and agree that ULTI is expressly authorized to use your name, likeness, voice, signature, photograph, image, distinctive appearance, gestures, or mannerisms as part of any Partner Content, such use will not constitute an infringement of any of your rights, and all your rights relating to or embodied in any Partner Content are hereby waived.
2. Confidentiality & Non-Disclosure Agreement. ULTI proposes to disclose certain of its confidential and proprietary information (the "Confidential Information") to Partner. Confidential Information shall include all data, materials, products, production methods, proprietary vendors, technology, computer programs, specifications, manuals, business plans, software, marketing plans, financial information, training materials, and other information disclosed or submitted, orally, in writing, or by any other media, to Partner by ULTI. All Information disclosed orally shall be considered Confidential Information, unless identified as non-confidential by ULTI at the time of disclosure. Nothing herein shall require ULTI to disclose any of its information.

Partner agrees that any Confidential Information disclosed by ULTI will not be shared with others in person, by email, or through social media. Partner agrees that Information sent to Partner from ULTI will not be photographed, recorded, or reproduced in any way on social media. This includes but is not limited to Partner training material, e-mail correspondence, written correspondence.

Partner agrees that the Confidential Information is to be considered confidential and proprietary to ULTI and Partner shall hold the same in confidence, shall not use the Confidential Information other than for the purposes of its business with ULTI, and shall disclose it only to its officers, directors, or Partner with a specific need to know and only disclosed as instructed by ULTI. Partner will not disclose, publish, or otherwise reveal any of the Confidential Information received from ULTI to any other party whatsoever except with the specific prior written authorization of ULTI. Partner shall not duplicate Confidential Information furnished in tangible and nontangible form except for purposes of this Agreement. Upon the request of ULTI, Partner shall return all Confidential Information received in written or tangible form, including any information, copies, or reproductions, taken from ULTIsupps.com, within fifteen (15) days of such request.  If the Partner discloses, publishes, or otherwise reveals any information, media, or idea, from ULTIsupps.com, the Partner agrees to pay $5,000 US dollars to ULTI as and for liquidated, estimated, and stipulated damages, to be paid within thirty (30) calendar days. At Partner's option, Partner may destroy any documents or other media developed by the Partner containing Confidential Information. Partner shall provide a written certificate to ULTI regarding destruction within ten (10) days thereafter.

The obligations of Partner herein shall be effective indefinitely from the date that the Partner Agreement between ULTI and Partner terminates. Further, the obligation not to disclose shall not be affected by bankruptcy, receivership, assignment, attachment, or seizure procedures, whether initiated by or against Partner, nor by the rejection of any agreement between ULTI and Partner, by a trustee of Partner in bankruptcy, or by the Partner as a debtor in possession or the equivalent of any of the foregoing under local or federal law.

This Agreement shall be governed and construed in accordance with the laws of the United States and the state of Missouri; in the event of any conflict, the law of Missouri will govern. Partner consents to the jurisdiction of the Circuit Court for St. Louis County Missouri and the U.S. District Court for the Eastern District of Missouri for any dispute arising out of this Agreement. Partner agrees that in the event of any breach or threatened breach by Partner, ULTI may obtain, in addition to any other legal remedies which may be available, such equitable relief as may be necessary to protect ULTI against any such breach or threatened breach and reimbursement of ULTI's attorneys' fees and costs.

Partner may not at any point disclose any sales, financial figures, cost, or profit with anyone within ULTI or outside of it without the written consent of ULTI. This is including but is not limited to sales figures, sales tracking methods, customer counts, company growth, incentive programs, sales contests, or events. Disclosing such information to another Partner or an external party will be considered a material breach of this Agreement and subject the Partner to damages, injunctive relief, and reimbursement of ULTI’s attorneys' fees and costs.

19. Non-Compete & Non-Disparagement. Partner agrees not to directly or indirectly compete with the businesses of ULTI and its subsidiaries and affiliates, to include, but not limited to ULTI International, LLC., or any other business owned or partially owned by Chuck Ohms IV, during the term of this agreement for a period of two (2) years following termination of this Agreement within the Territory and notwithstanding the cause or reason for the termination of this agreement.

For all purposes under the Agreement, the term “Territory” shall mean “worldwide”. More specifically, as it relates to a given Partner, Territory should be defined as the country in which the Partner is a permanent resident as well as any country in which Partner files a tax return or is required to, from time to time, file a tax return of any time or kind.

The term “non-compete” as used herein shall mean that the Partner shall not own, manage, operate, consult with, officially represent, or be employed by or in a business substantially similar to or competitive in any way with the business of ULTI, its subsidiaries, affiliates, or such business activity in which ULTI may substantially engage during the term of this agreement and for a period two (2) years following this agreement.

Non-Disparagement. Partner shall not, at any time during the Term and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the ULTI or any of its subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or reputations. Notwithstanding the foregoing, nothing in this Agreement shall preclude Partner Executive from making truthful statements that are required by applicable law, regulation, or legal process.

20. Non-Solicitation of Customers. Partner agrees not to solicit or attempt to solicit, directly or indirectly, for any purpose that is not in the interest of ULTI, any customers of ULTI with which Partner had any contact during the term of this Agreement, whether or not the customer is located within the Territory, during the term of this Agreement and for a period of two (2) years following termination of this Agreement, and notwithstanding the cause or reason for the termination of this Agreement. Partner agrees that ULTI has goodwill among its customers. Partner agrees that the time restrictions of this provision are reasonable.
21. Indemnity. You will at all times defend, indemnify and hold harmless ULTI (including, without limitation, all related and affiliated entities and their respective directors, officers, shareholders, agents, and representatives) from and against any and all claims of whatever nature arising from or related to (i) any violation of Applicable Laws committed by you or your agents; (ii) your participation in the Program; and/ or (iii) your breach of any obligation, representation or warranty set forth in the Partner Terms. Your obligation to indemnify and defend ULTI as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by ULTI in connection with any such claim.
22. Limitation of Liability. ULTI WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF ULTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ULTI’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO YOUR PARTICIPATION IN THE PROGRAM, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO YOU BY ULTI IN THE SIX (6) MONTHS PRECEDING THE EVENT WHICH GIVES RISE TO THE CLAIM.
23. Disclaimer. ULTI MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND TO PARTNER, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
24. Modification. ULTI may change the Partner Terms in the future. Unless the Partner Terms specify otherwise, ULTI will give you prior notice of any significant change and if you find the change unacceptable, you have the right to withdraw from the Program. However, if you continue to participate in the Program, or you continue to provide services as a Partner, you will be deemed to have accepted the changes. You may not modify the Partner Terms by making any typed, handwritten, or any other changes to them for any purpose.
25. Miscellaneous. The Partner Terms contain the entire agreement with respect to your independent contractor relationship with ULTI and supersede any prior verbal and/or written agreements or representations regarding said relationship and will be governed by the laws of the State of Missouri (without regard to conflict of law principles). Each party agrees to do all such acts, matters and things and shall sign or execute and deliver all such documents as may in the reasonable opinion of the other party be necessary or expedient to further and more effectually carry into effect the provisions of the Partner Terms. You may not assign or transfer any of your rights or obligations under these Partner Terms.  Both you and ULTI agree to resolve all disputes related to the Partner Terms, to the fullest extent permitted by Applicable Law, by final, binding, and confidential arbitration in the County of St. Louis, State of Missouri, conducted by JAMS, Inc. ("JAMS") by a single neutral arbitrator.  JAMS’ current streamlined arbitration rules are available at https://www.jamsadr.com/rules-streamlined-arbitration/.  By agreeing to this arbitration procedure, you agree to waive the right to resolve any such dispute through a trial by jury or judge or by administrative proceeding. All claims, disputes, or causes of action under the Partner Terms, whether by you or ULTI, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity and may not preside over any form of representative or class proceeding. The Partner Terms are made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) ("FAA") and will be construed and governed accordingly.  Nothing herein shall prevent any party from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Both parties may conduct discovery to the same extent as would be permitted in a court of law.  ULTI and you shall each be responsible for its/your own costs and expenses in connection with the arbitration.