Effective Date: April 6, 2026
Company: Minnie Downtown Media LLC
Address: 30 N Gould St Ste R, Sheridan, WY 82801, United States
Website: https://ugcexecutive.com/
Email: hello@ugcexecutive.com
1. Introduction and Agreement
These Partner and Affiliate Terms and Conditions (“Agreement”) govern the relationship between Minnie Downtown Media LLC (“Company,” “we,” “us,” or “our”), a Wyoming limited liability company, and any individual or legal entity (“Partner” or “Affiliate”) who applies for and is accepted into the Company’s partner or affiliate program (the “Program”) in connection with the UGC Executive Academy.
By submitting an application to join the Program, by clicking to accept this Agreement during the application or onboarding process, or by participating in the Program in any capacity, the Partner agrees to be legally bound by all terms and conditions set forth in this Agreement. If you are entering into this Agreement on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement.
This Agreement is effective as of the date on which the Company confirms the Partner’s acceptance into the Program (the “Acceptance Date”). The Company reserves the right to accept or reject any application at its sole discretion and without obligation to provide reasons for rejection.
This Agreement should be read in conjunction with the Company’s Terms of Service, Privacy Policy, and Earnings and Results Disclaimer, all of which are incorporated herein by reference and available at https://ugcexecutive.com/.
2. Definitions
The following definitions apply throughout this Agreement:
3. Program Enrollment and Approval
3.1 Application Process
To join the Program, prospective Partners and Affiliates must submit a completed application through the process designated by the Company. The application may require information including, but not limited to, full legal name or business name, contact details, website or social media profile URLs, audience demographics, and intended promotional methods.
The Company will review applications and notify applicants of approval or rejection within a reasonable time. The Company is under no obligation to accept any application and may reject applications that do not meet its criteria, including criteria related to audience alignment, content quality, platform suitability, or reputational considerations.
3.2 Eligibility Requirements
To be eligible for the Program, Partners and Affiliates must:
3.3 Affiliate Account
Upon acceptance into the Program, the Company will provide the Affiliate with a unique Tracking Link and, where applicable, access to a Dashboard. The Affiliate is responsible for maintaining the security and confidentiality of their account credentials. The Affiliate must notify the Company immediately at hello@ugcexecutive.com if they suspect unauthorized access to their affiliate account.
Affiliate accounts are non-transferable. The Affiliate may not assign, sell, or transfer their affiliate account or Tracking Link to any third party.
4. Affiliate Obligations and Promotional Standards
4.1 Approved Promotional Methods
Affiliates may promote the UGC Executive Academy through the following methods, subject to the restrictions in this Section:
4.2 Mandatory Disclosure Requirements
All promotional activities by the Affiliate must clearly and conspicuously disclose the existence of a commercial relationship between the Affiliate and the Company. This disclosure is required by law in the United States under the FTC Guides Concerning the Use of Endorsements and Testimonials (16 CFR Part 255) and under equivalent regulations in the EU and other jurisdictions.
Disclosure requirements include:
Failure to include required disclosures constitutes a material breach of this Agreement and may expose both the Affiliate and the Company to regulatory liability. The Company reserves the right to require immediate correction of non-compliant promotional content and to terminate the Affiliate’s participation in the Program for repeated or willful non-disclosure.
4.3 Restrictions on Paid Advertising
Affiliates who wish to run paid advertising campaigns promoting the UGC Executive Academy must obtain prior written approval from the Company before launching any paid campaign. Paid advertising restrictions include:
4.4 Prohibited Promotional Practices
The following promotional practices are strictly prohibited and constitute grounds for immediate termination of this Agreement without payment of outstanding commissions:
4.5 Use of Company Brand Assets
The Company may provide Affiliates with approved Promotional Materials, including logos, banners, images, and copy. Affiliates may use these materials solely for the purpose of promoting the UGC Executive Academy through approved channels and in accordance with any brand guidelines provided by the Company.
Affiliates may not modify, alter, distort, or create derivative works from Company brand assets without prior written approval. Any use of Company brand assets outside the scope of this Agreement requires separate written authorization.
The Company retains all intellectual property rights in its brand assets. This Agreement does not transfer any intellectual property rights to the Affiliate.
4.6 Accuracy of Claims
All claims made by the Affiliate about the UGC Executive Academy must be truthful, accurate, and substantiated. Affiliates must not make earnings claims or income projections beyond those expressly authorized in writing by the Company. Affiliates are encouraged to refer prospective customers to the Company’s Earnings and Results Disclaimer, available at https://ugcexecutive.com/, when discussing financial outcomes.
Where the Affiliate shares their own personal experience with the Program, they must accurately represent that experience and not embellish or fabricate results. Any personal testimonial must reflect the Affiliate’s genuine experience.
5. Commission Structure
5.1 Commission Rate
The Company will pay the Affiliate a commission on each Qualifying Sale generated through the Affiliate’s Tracking Link. The applicable commission rate is specified in the Affiliate’s acceptance confirmation or Dashboard and may be expressed as a fixed amount per Qualifying Sale or as a percentage of the Net Sale Value.
The Company reserves the right to modify the commission rate for future Qualifying Sales with thirty (30) days’ written notice to the Affiliate. Changes to the commission rate will not apply retroactively to Qualifying Sales already recorded prior to the effective date of the change.
5.2 Qualifying Sale Criteria
A referral is considered a Qualifying Sale only when all of the following conditions are met:
5.3 Cookie Duration and Attribution
The Company’s tracking system attributes referrals to the Affiliate based on a cookie placed on the referred customer’s device when they click the Affiliate’s Tracking Link. The cookie duration applicable to the Affiliate’s account is specified in the Affiliate’s Dashboard or acceptance confirmation.
Attribution is based on the last-click model unless otherwise specified: where a customer has clicked multiple affiliate tracking links before enrolling, the commission will be attributed to the most recent tracked affiliate click prior to enrollment. The Company reserves the right to modify the attribution model with reasonable notice.
The Company is not responsible for commission loss resulting from the customer clearing their browser cookies, using a private browsing mode, switching devices, or using browser extensions that block tracking cookies before completing their enrollment.
5.4 No Commission on Refunded Sales
No commission is payable on any enrollment that results in a refund being issued to the referred customer. If a commission has already been paid or credited in respect of a sale that is subsequently refunded, the Company reserves the right to deduct the corresponding commission amount from future payouts or to invoice the Affiliate for reimbursement of the commission paid.
6. Payment of Commissions
6.1 Payment Schedule
Commissions on Qualifying Sales are calculated and made available for payout on a monthly basis, following the expiration of the refund window applicable to each Qualifying Sale. The Company’s standard payment cycle and the specific payout dates applicable to the Affiliate’s account will be communicated at the time of acceptance or through the Dashboard.
6.2 Minimum Payout Threshold
Commissions will only be paid out once the Affiliate’s accumulated unpaid commission balance reaches the minimum payout threshold specified in the Affiliate’s account terms. If the threshold is not reached in a given payment period, the accumulated balance will carry forward to the following period. The Company will communicate the applicable threshold to the Affiliate upon acceptance.
6.3 Payment Method
Commission payments will be made through the payment method agreed between the Company and the Affiliate at the time of acceptance. Available payment methods may include bank transfer, PayPal, or other methods as agreed. The Affiliate is responsible for providing accurate and current payment details. The Company is not responsible for payment failures or delays resulting from incorrect payment information provided by the Affiliate.
All commission payments are made in United States Dollars (USD) unless otherwise agreed in writing. The Affiliate is responsible for any bank fees, currency conversion charges, or taxes applicable to the receipt of commission payments in their jurisdiction.
6.4 Tax Obligations
The Affiliate is solely responsible for all tax obligations arising from commission payments received under this Agreement, including income tax, self-employment tax, VAT, GST, or any other applicable tax in the Affiliate’s jurisdiction of residence or operation.
The Company may be required by applicable law to collect tax identification information from Affiliates (such as a W-9 form for U.S.-based Affiliates or equivalent documentation for non-U.S. Affiliates) before making commission payments. The Affiliate agrees to provide such documentation promptly upon request. Failure to provide required tax documentation may result in a delay or withholding of commission payments in accordance with applicable law.
For U.S.-based Affiliates who receive commissions exceeding $600 USD in a calendar year, the Company may be required to issue an IRS Form 1099-NEC. The Affiliate is responsible for accurate tax reporting of all commission income received.
6.5 Disputed Commission Calculations
If the Affiliate believes there is an error in their commission calculation or payout, they must notify the Company in writing at hello@ugcexecutive.com within thirty (30) days of the relevant payment date. The Company will review the dispute and respond within fifteen (15) business days. Commission disputes not raised within the thirty (30) day window will be deemed accepted by the Affiliate.
7. Intellectual Property
7.1 Company Intellectual Property
All intellectual property rights in the UGC Executive Academy Program, the Company’s Website, brand assets, trademarks, logos, course content, and Promotional Materials remain the exclusive property of Minnie Downtown Media LLC. This Agreement does not grant the Affiliate any ownership interest in Company intellectual property.
The Company grants the Affiliate a limited, non-exclusive, non-transferable, revocable license to use Company-approved Promotional Materials solely for the purpose of promoting the UGC Executive Academy through approved channels during the term of this Agreement. This license terminates automatically upon the termination of this Agreement.
7.2 Affiliate Content
The Affiliate retains ownership of Affiliate Content they independently create. By creating Affiliate Content that features the Company’s brand, products, or Program, the Affiliate grants the Company a non-exclusive, worldwide, royalty-free license to share, repost, and feature such content for promotional and marketing purposes, with or without attribution to the Affiliate.
The Affiliate warrants that all Affiliate Content is original, does not infringe the intellectual property rights of any third party, and complies with all applicable laws and the terms of this Agreement.
8. Confidentiality
In connection with this Agreement, the Company may share with the Affiliate certain non-public information, including commission rates, internal performance data, promotional strategies, product development plans, and other business information designated as confidential (“Confidential Information”).
The Affiliate agrees to:
Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the Affiliate, information the Affiliate can demonstrate they already knew independently of this Agreement, or information the Affiliate is required to disclose by applicable law or court order, provided they give the Company reasonable advance notice where legally permitted.
Confidentiality obligations under this Section survive termination of this Agreement for a period of two (2) years.
9. Representations and Warranties
The Affiliate represents and warrants to the Company that:
10. Indemnification
The Affiliate agrees to indemnify, defend, and hold harmless Minnie Downtown Media LLC, its members, officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
The Company will promptly notify the Affiliate of any claim for which indemnification is sought and will cooperate reasonably in the defense of such claim. The Affiliate may not settle any claim that imposes obligations or restrictions on the Company without the Company’s prior written consent.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S TOTAL LIABILITY TO THE AFFILIATE UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO THE AFFILIATE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED COMMISSIONS, LOSS OF PROFITS, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Company does not guarantee any minimum level of traffic, conversions, or commission earnings to any Affiliate. The Affiliate’s ability to generate Qualifying Sales depends on factors outside the Company’s control, including the Affiliate’s audience, promotional methods, and market conditions.
12. Term and Termination
12.1 Term
This Agreement commences on the Acceptance Date and continues indefinitely until terminated by either party in accordance with this Section.
12.2 Termination by Either Party
Either party may terminate this Agreement at any time, with or without cause, by providing thirty (30) days’ written notice to the other party. Notice of termination must be sent to hello@ugcexecutive.com (for notice to the Company) or to the Affiliate’s registered email address (for notice to the Affiliate).
12.3 Immediate Termination by the Company
The Company may terminate this Agreement immediately and without notice in the event of:
In the event of immediate termination for cause, any unpaid commissions attributable to prohibited promotional activities may be forfeited at the Company’s discretion.
12.4 Effect of Termination
Upon termination of this Agreement for any reason:
13. Relationship of the Parties
The Affiliate is an independent contractor. Nothing in this Agreement creates or implies any employment relationship, partnership, joint venture, agency, or franchise between the Affiliate and the Company. The Affiliate has no authority to enter into contracts, make representations, or incur obligations on behalf of the Company.
The Affiliate is solely responsible for their own business operations, expenses, equipment, taxes, and compliance with applicable laws. The Company does not provide the Affiliate with employee benefits, workers’ compensation, or any other employment-related entitlements.
14. Data Protection and Privacy
Both parties agree to comply with applicable data protection laws in connection with any personal data processed under or in connection with this Agreement.
The Company will process the Affiliate’s personal data (including name, contact details, and payment information) in accordance with its Privacy Policy, available at https://ugcexecutive.com/, and solely for the purposes of administering the Program and fulfilling its obligations under this Agreement.
The Affiliate must not collect, process, or store personal data belonging to the Company’s customers or Website visitors in connection with their affiliate activities, except as strictly necessary for the operation of their own tracking or analytics tools in compliance with applicable data protection laws. Where the Affiliate uses cookies or tracking technologies in connection with their promotional activities, they are independently responsible for compliance with applicable ePrivacy and cookie consent requirements in the jurisdictions where their content is published.
For EU-based Affiliates: To the extent that the Affiliate processes personal data of EU residents in connection with their promotional activities, they are independently responsible as a data controller for compliance with GDPR. The Company is not responsible for the Affiliate’s independent data processing activities.
15. Governing Law and Dispute Resolution
15.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions.
15.2 Dispute Resolution
In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good-faith negotiation. Either party may initiate informal dispute resolution by providing written notice to the other party describing the nature of the dispute and the relief sought. The parties will have thirty (30) days from the date of such notice to attempt to resolve the dispute informally.
If informal resolution is unsuccessful, the dispute shall be submitted to binding arbitration in Sheridan, Wyoming, United States, conducted in accordance with the rules of the American Arbitration Association. The arbitrator’s decision shall be final and binding. Each party shall bear its own legal costs in connection with arbitration, unless the arbitrator determines otherwise.
Notwithstanding the foregoing, the Company reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain a breach of the confidentiality, intellectual property, or prohibited conduct provisions of this Agreement.
15.3 Class Action Waiver
The Affiliate agrees that any dispute resolution proceedings will be conducted on an individual basis. The Affiliate waives any right to participate in a class action lawsuit or class-wide arbitration in connection with any dispute arising under this Agreement.
16. General Provisions
16.1 Entire Agreement
This Agreement, together with any acceptance confirmation issued by the Company and the Company’s Terms of Service, Privacy Policy, and Earnings and Results Disclaimer (all incorporated by reference), constitutes the entire agreement between the parties with respect to the Program and supersedes all prior negotiations, representations, and agreements.
16.2 Amendments
The Company reserves the right to amend these terms at any time by providing thirty (30) days’ written notice to the Affiliate. The Affiliate’s continued participation in the Program after the effective date of any amendment constitutes acceptance of the amended terms. If the Affiliate does not accept the amended terms, they must terminate this Agreement before the amendment takes effect.
16.3 Severability
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions will continue in full force and effect.
16.4 Waiver
The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of that right or provision. A waiver is only effective if made in writing and signed by the waiving party.
16.5 Assignment
The Affiliate may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement in connection with a merger, acquisition, or sale of assets, with notice to the Affiliate.
16.6 Force Majeure
Neither party shall be liable for failure or delay in performance caused by circumstances beyond their reasonable control, including acts of God, natural disasters, government action, internet outages, or platform disruptions. Each party will make reasonable efforts to mitigate the impact of such events on their obligations under this Agreement.
16.7 Language
This Agreement is written and interpreted in the English language. Any translations provided are for convenience only. In the event of any conflict between a translated version and the English version, the English version prevails.
17. Contact Information
For all inquiries related to this Agreement, commission disputes, application status, or program administration, please contact:
Minnie Downtown Media LLC
30 N Gould St Ste R, Sheridan, WY 82801, United States
Website: https://ugcexecutive.com/
Email: hello@ugcexecutive.com
The Company will make reasonable efforts to respond to all partner and affiliate inquiries within five (5) business days.