UpsellPlus Earn Program Participation Agreement

Referral Commission

Subject to these Referral Partner Terms, Referral Partner may receive a commission equal to thirty percent (30%) of net recurring subscription revenue actually received by UpsellPlus from an eligible referred customer during that customer’s first twelve (12) months as a paying UpsellPlus customer.
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“Net recurring subscription revenue” means recurring subscription fees actually collected by UpsellPlus from the eligible referred customer for use of the UpsellPlus app.
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Net recurring subscription revenue excludes setup fees, implementation fees, managed service fees, custom development fees, one-time fees, usage overages unless expressly approved in writing, advertising revenue, UpsellPlus Earn revenue share, taxes, refunds, credits, rebates, discounts, chargebacks, disputed payments, Shopify fees, app marketplace fees, payment processing fees, reimbursements, and any amounts not actually collected by UpsellPlus. The commission amount can be changed at any time, without notice, independently by UpsellPlus.

Eligible Referrals

A referred customer is eligible for commission only if all of the following conditions are met:
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1. The customer is submitted through Shoffi or another UpsellPlus-approved referral process;
2. The customer is not already an UpsellPlus customer, trial user, demo request, active sales opportunity, active support contact, prior referral, or existing prospect known to UpsellPlus;
3. The customer becomes a paying UpsellPlus customer within ninety (90) days after the referral is submitted;
4. The customer remains in good standing and pays the applicable UpsellPlus subscription fees; and
5. UpsellPlus accepts the referral.

UpsellPlus has final authority to determine whether a referral is eligible, duplicate, pre-existing, fraudulent, improperly attributed, or otherwise invalid.

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Attribution

If multiple partners, affiliates, agencies, consultants, or other parties claim the same customer, UpsellPlus will determine attribution in its sole discretion.
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Unless UpsellPlus agrees otherwise in writing, only the first valid and accepted referral is eligible for commission.

Referrals expire ninety (90) days after submission if the referred customer has not become a paying UpsellPlus customer during that period.

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Commission Period

The twelve-month commission period begins on the date the eligible referred customer first becomes a paying UpsellPlus subscriber after any free trial, promotional period, unpaid pilot, or discounted evaluation period.

No commission is owed after the first twelve (12) months of the referred customer’s paid subscription unless UpsellPlus expressly agrees otherwise in writing.
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Commission applies only to the specific referred Shopify merchant account or legal entity accepted by UpsellPlus. Additional stores, brands, subsidiaries, parent companies, related entities, migrated accounts, reactivations, expansions, upgrades, renewals, or additional products are not commissionable unless approved by UpsellPlus in writing.

Payment of Commissions

Commissions are calculated after the end of each calendar month and paid within forty-five (45) days after UpsellPlus receives the applicable customer payment, provided Referral Partner has supplied all required tax, payment, and compliance information.
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UpsellPlus may withhold payment until accrued commissions exceed fifty U.S. dollars ($50). Amounts below that threshold will roll over to the next payment period.
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For annual subscriptions, UpsellPlus may pay commissions monthly as revenue is recognized or after UpsellPlus receives the annual payment, at UpsellPlus’ discretion.

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Referral Partner is solely responsible for all taxes, filings, reporting obligations, and governmental charges arising from commissions paid under these Referral Partner Terms. UpsellPlus may withhold amounts where required by law.

Refunds, Credits, Chargebacks, and Non-Payment

No commission is owed on refunded, credited, disputed, charged back, reversed, uncollected, written-off, or unpaid amounts.
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If commission has already been paid on such amounts, UpsellPlus may deduct, offset, withhold, or claw back the overpayment from future commissions or request repayment from Referral Partner

Prohibited Referrals

Referral Partner may not earn commission for referring itself, its own store, affiliated entities, companies under common control, accounts where Referral Partner is the merchant of record, or accounts created primarily to generate commissions, unless UpsellPlus approves the referral in writing.

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Referral Partner may not submit fake referrals, artificial referrals, duplicate referrals, misleading referrals, self-referrals, or referrals generated through fraudulent or deceptive conduct.

Prohibited Marketing Conduct

Referral Partner may not engage in fraud, misleading claims, spam, unauthorized advertising, trademark bidding, coupon abuse, artificial installs, fake accounts, self-dealing, or any conduct that may harm UpsellPlus, Shopify, merchants, customers, or end users.

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Referral Partner may not bid on “UpsellPlus,” “Upsell Plus,” “Blueberry,” or confusingly similar names, marks, misspellings, domains, or keywords in paid search, paid social, app marketplace advertising, or other advertising channels without prior written approval from UpsellPlus.

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Referral Partner may not publish unauthorized discounts, coupons, cashback offers, promotional claims, or list UpsellPlus on coupon, deal, cashback, browser-extension, incentive, or similar sites without prior written approval from UpsellPlus.

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Referral Partner may not use spam, purchased lists, deceptive outreach, misleading subject lines, unauthorized SMS, automated scraping, or unlawful marketing practices to promote UpsellPlus.

No Authority to Bind UpsellPlus

Referral Partner is an independent contractor and has no authority to bind UpsellPlus, negotiate contracts on UpsellPlus’ behalf, modify pricing, promise discounts, waive terms, make product commitments, or represent itself as an employee, agent, reseller, or authorized representative of UpsellPlus.

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Referral Partner may not make guarantees or commitments regarding revenue lift, conversion rate improvement, profit, Shopify compatibility, feature availability, implementation timelines, support levels, security, compliance, uptime, future product functionality, or customer outcomes.

10. Marketing Materials and Brand Use

Referral Partner may use only current, accurate, and approved UpsellPlus names, logos, product descriptions, screenshots, claims, and marketing materials.

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UpsellPlus may require Referral Partner to remove, correct, or stop using any marketing materials, claims, screenshots, logos, names, or references to UpsellPlus at any time.

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Referral Partner may not register domains, social media handles, app listings, ads, trademarks, or other assets containing or confusingly similar to UpsellPlus names, marks, or product names.

UpsellPlus Earn and Product-Specific Terms

If Referral Partner promotes UpsellPlus Earn or any other product with separate product-specific terms, Referral Partner must comply with and accurately describe those terms.

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Referral Partner may not promise participation, approval, advertising revenue, revenue share, ad fill, advertiser availability, payout levels, earnings, performance, or eligibility for UpsellPlus Earn unless expressly approved in writing by UpsellPlus.

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Unless expressly agreed in writing, commissions under these Referral Partner Terms do not apply to advertising revenue, Earn revenue share, advertiser spend, merchant payouts, or any non-subscription revenue.

Customer Relationship

All referred customers are customers of UpsellPlus, not customers of Referral Partner.

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UpsellPlus controls pricing, onboarding, support, product access, account management, billing, renewal, suspension, termination, product availability, and customer communications.

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UpsellPlus may accept or reject any referred customer in its discretion.

Confidentiality

Referral Partner may receive non-public information about UpsellPlus, including information about pricing, customers, roadmap, product, performance, security, financials, strategy, or commercial terms.

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Referral Partner must keep that information confidential and use it only for the purpose of participating in the referral program. Referral Partner may not disclose confidential information to any third party without prior written approval from UpsellPlus.

Data Privacy and Compliance

Referral Partner must collect, process, store, and share merchant contact information and personal data lawfully, with all required rights, consents, and notices.

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Referral Partner may not upload, sell, share, scrape, or misuse personal data, merchant data, customer data, or end-user data in connection with referrals.

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Referral Partner must comply with all applicable laws, rules, regulations, anti-spam laws, privacy laws, advertising rules, anti-bribery laws, and applicable Shopify policies.

Termination

Either party may terminate participation in the referral program at any time.

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UpsellPlus may suspend or terminate Referral Partner immediately for breach of these Referral Partner Terms, suspected fraud, misleading conduct, reputational harm, compliance risk, misuse of the UpsellPlus brand, or conduct that may harm UpsellPlus, Shopify, merchants, customers, or end users.

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After termination, valid commissions accrued before termination remain payable, subject to these Referral Partner Terms. UpsellPlus may withhold, cancel, offset, or claw back unpaid commissions if termination results from breach, fraud, misleading conduct, or violation of these Referral Partner Terms.

Clawback and Offset

UpsellPlus may claw back, offset, withhold, or cancel commissions paid or payable due to refunds, credits, chargebacks, non-payment, fraud, duplicate attribution, self-referrals, prohibited conduct, breach of these Referral Partner Terms, mistaken payment, or incorrect attribution.

Program Changes

UpsellPlus may modify, suspend, or discontinue the referral program, commission rate, eligibility rules, payout process, attribution rules, payment timing, or these Referral Partner Terms at any time.

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Changes will not reduce commissions already accrued on valid accepted referrals unless the reduction is due to fraud, breach, refund, credit, chargeback, non-payment, mistaken payment, or incorrect attribution.

Limitation of Liability

To the maximum extent permitted by law, UpsellPlus’ total liability under these Referral Partner Terms will not exceed the unpaid commissions properly owed to Referral Partner for the two (2) months preceding the event giving rise to the claim.

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UpsellPlus will not be liable for indirect, incidental, consequential, special, punitive, exemplary, lost profit, lost revenue, lost opportunity, reputational, or business interruption damages.

Indemnity

Referral Partner will indemnify, defend, and hold harmless UpsellPlus and its officers, employees, contractors, affiliates, representatives, and agents from and against any claims, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from or related to:

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1. Referral Partner’s breach of these Referral Partner Terms;
2. Referral Partner’s marketing, advertising, outreach, or promotional activities;
3. Referral Partner’s misrepresentations or unauthorized commitments;
4. Referral Partner’s unlawful, deceptive, or misleading conduct;
5. Referral Partner’s data privacy or compliance violations;
6. Referral Partner’s misuse of UpsellPlus names, marks, logos, or materials; or
7. Claims by referred customers or third parties based on Referral Partner’s conduct.

Independent Contractor

Referral Partner is an independent contractor. Nothing in these Referral Partner Terms creates any employment, agency, franchise, joint venture, fiduciary, reseller, distribution, or partnership relationship between Referral Partner and UpsellPlus.

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Referral Partner is not entitled to employee benefits and is solely responsible for its own expenses, taxes, insurance, personnel, tools, and operations.

No Exclusivity

These Referral Partner Terms are non-exclusive. UpsellPlus may work with other partners, affiliates, agencies, consultants, platforms, merchants, and referral sources at any time.

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Referral Partner is not granted any exclusive territory, customer segment, vertical, channel, or market.

Governing Terms

These Referral Partner Terms are governed by the same governing law and dispute resolution provisions that apply under the UpsellPlus Terms of Service, unless otherwise required by applicable law.

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If any provision of these Referral Partner Terms is found unenforceable, the remaining provisions will remain in full force and effect.

Entire Agreement

These Referral Partner Terms, together with the UpsellPlus Terms of Service, Privacy Policy, and any applicable product-specific terms, constitute the entire agreement between UpsellPlus and Referral Partner regarding the referral program and supersede any prior or contemporaneous understandings regarding referral commissions.

Any exception to these Referral Partner Terms must be approved by UpsellPlus in writing.

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Contact Us

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



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Contacting Us


legal@upsellplus.com


Blueberry, LLC


244 Water St


Brooklyn, NY 11201



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Last updated June 29th, 2026