1. Independent Contractor Relationship (No Agency)

Affiliate participates in the Program strictly as an independent contractor. Nothing in these Terms creates or implies an employer–employee relationship, partnership, franchise, joint venture, fiduciary duty, or agency relationship.

Affiliate has no authority to bind, represent, or act on behalf of Universal Care Limited LLC ("Universal Care"), and must not hold themselves out as an employee, agent, or official representative of Universal Care.

2. Strict Compliance, Transparency & Disclosures

Affiliate must comply with all applicable laws, rules, and regulations, including (without limitation) consumer protection, advertising, marketing, disclosure, privacy, data protection, and anti-spam laws, as well as:

• Federal Trade Commission (FTC) guidelines and any equivalent disclosure rules in Affiliate's country.
• Platform rules (e.g., Meta/Google/TikTok/YouTube policies) and email/SMS marketing regulations.
• All disclosure requirements for affiliate relationships (e.g., "I may earn a commission from qualifying purchases.").

Affiliate must provide clear and conspicuous disclosures on every promotional placement where required. Failure to disclose properly is considered a material breach and may result in immediate withholding and/or forfeiture of all commissions.

3. No Claims, No Misleading Marketing, No Guarantees

Affiliate must not make any false, misleading, unverified, or unsubstantiated claims about Universal Care, its products, benefits, results, performance, pricing, availability, warranties, shipping times, customer support, or any other aspect.

• No medical, health, or performance claims unless explicitly provided in writing by Universal Care for public use.
• No "before/after" comparisons or results-based promises.
• No guarantees of outcomes, savings, benefits, or "risk-free" language unless authorized in writing.
• No fabricated testimonials, reviews, endorsements, or impersonation of customers.

4. Prohibited Marketing Methods (Zero-Tolerance)

Affiliate shall not, directly or indirectly:

• Engage in spam, unsolicited outreach, mass messaging, automated DMs, bots, click-farms, fake leads, or incentivized/forced traffic.
• Use misleading funnels, fake landing pages, fake customer support pages, fake "official" sites, or impersonate Universal Care, its staff, or its partners.
• Use coupons, discount codes, "cashback", rebates, bundling offers, or price claims that are not explicitly authorized by Universal Care in writing.
• Bid on Universal Care's brand name, trademarks, or confusingly similar terms in search ads, social ads, or any paid placement without written approval.
• Register domains, subdomains, social accounts, pages, or handles that include (or resemble) Universal Care's name, brands, or trademarks.
• Use Universal Care's logos, creatives, images, videos, trademarks, or any intellectual property without written authorization.
• Promote through illegal, hateful, deceptive, or unsafe content, or any channels that may reasonably harm Universal Care's reputation.

5. Affiliate Sole Responsibility & Full Separation

Affiliate is solely responsible for all content, messaging, targeting, traffic sources, and promotional methods used. Universal Care does not control (and expressly disclaims responsibility for) Affiliate's marketing practices.

Affiliate acknowledges and agrees that Universal Care is fully separated and not liable for Affiliate's statements, ads, promises, claims, representations, targeting, tracking, or customer communications.

6. Monitoring, Audit Rights & Immediate Content Removal

Universal Care reserves the right (but not the obligation) to monitor Affiliate activity for compliance. Affiliate must, upon request, provide supporting documentation including (without limitation) ad creatives, landing pages, scripts, email/SMS templates, traffic sources, analytics, and proof of disclosures.

Universal Care may require Affiliate to remove, pause, edit, or replace any promotional content immediately (including within hours), with or without stating a reason. Failure to comply constitutes a material breach.

7. Commission Eligibility (Validation, Quality & Fraud Prevention)

Commissions are earned only on transactions that are valid, completed, paid, non-fraudulent, non-cancelled, and non-refunded, and that comply with these Terms and Program rules.

• Universal Care may reject commissions associated with suspected fraud, policy violations, abuse, self-referrals, duplicate orders, stolen payment methods, or artificial traffic.
• Universal Care may reverse commissions for refunds, returns, disputes, chargebacks, payment failures, cancellations, or compliance issues.
• Universal Care's determination of validity and compliance is made in its sole discretion.

8. Payment Schedule, Holdback (Reserve) & Withholding Rights

Payouts are scheduled twice per month (15th and 30th), subject to compliance checks, transaction validation, and reserve requirements.

• Universal Care will withhold a minimum of 20% of each payout as a rolling reserve for a minimum of 60 days, and may extend the reserve period up to 120 days (or longer where required) to cover refunds, returns, disputes, chargebacks, platform holds, risk reviews, or suspected policy violations.
• Universal Care may place the entire account under review and pause all payments where there is suspected non-compliance, abnormal refund/chargeback rates, suspicious traffic patterns, brand risk, or legal risk.
• Universal Care may withhold, offset, deduct, reverse, or permanently forfeit any unpaid commissions if Affiliate breaches these Terms, violates any law, or creates risk to Universal Care—regardless of whether a refund/chargeback has already occurred.
• Universal Care may offset any amounts owed by Affiliate (including damages, claims, fees, penalties, legal costs, platform penalties, or customer remediation) against any current or future commissions.

9. Chargebacks, Refunds & Disputes

Affiliate acknowledges that refunds, disputes, and chargebacks may occur weeks or months after a transaction date. All commissions related to such transactions are subject to reversal and/or deduction, including after an initial payout.

Universal Care may maintain or increase reserves and suspend payouts when refund/chargeback ratios exceed acceptable thresholds as determined by Universal Care in its sole discretion.

10. Intellectual Property & Brand Protection

Any use of Universal Care's name, brand assets, trademarks, creatives, images, or content is permitted only with prior written authorization and may be revoked at any time. Upon termination or request, Affiliate must immediately stop using all brand assets and remove all references that imply affiliation or endorsement beyond permitted affiliate disclosures.

11. Indemnification (Broad)

Affiliate agrees to indemnify, defend, and hold harmless Universal Care, its owners, directors, officers, employees, contractors, and agents from and against any claims, demands, damages, losses, fines, penalties, liabilities, judgments, costs, and legal fees arising from or related to:

• Affiliate's marketing, ads, claims, statements, or omissions.
• Affiliate's violation of these Terms, Program policies, laws, or third-party rights.
• Customer complaints, regulatory inquiries, disputes, chargebacks, or platform enforcement caused by Affiliate conduct.

12. Limitation of Liability

To the maximum extent permitted by law, Universal Care shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, goodwill, or data. Universal Care is not responsible for Affiliate's business expenses, advertising costs, or any losses arising from program changes, tracking issues, platform outages, or termination.

13. Termination, Suspension & Immediate Enforcement

Universal Care may suspend or terminate Affiliate participation at any time, with or without cause, and with immediate effect by providing notice (including by email or within the affiliate portal).

• If terminated or suspended due to actual or suspected breach, Affiliate may forfeit all unpaid commissions.
• Universal Care may require additional verification before any final payout (if any), including compliance evidence and traffic/source proof.

14. Program Changes & Final Authority

Universal Care may modify these Terms, commission rates, payout schedules, reserve requirements, and Program rules at any time. Continued participation after changes constitutes acceptance. Universal Care's interpretation and enforcement decisions are final.

15. Governing Law & Jurisdiction

These Terms shall be governed by the laws of the United States, without regard to conflict of law principles. Any dispute shall be resolved exclusively in the courts of the applicable jurisdiction.

16. Acceptance

By joining or continuing in the Program, Affiliate acknowledges that they have read, understood, and agree to be bound by these Terms & Conditions. If Affiliate does not agree, they must not participate in the Program.