Legal notice

PARTNER AND AFFILIATE TERMS


MARKETING SUPPORT PARTNER TERMS & CONDITIONS

These Marketing Support Partner Standard Terms and Conditions (these “Terms”) govern and control the relationship between Mauka Sports LLC d/b/a Mauka Sports Body, together with its parents, subsidiaries, affiliates, successors, and assigns (collectively, “Mauka Sports Body”), and each marketing support partner, agency, vendor, contractor, consultant, promoter, production resource, staffing provider, event support provider, brand representative, or other service provider accepting, accessing, performing under, or otherwise using these Terms (each, a “Partner”). These Terms apply to all services, deliverables, campaigns, activations, promotional support, staffing, consulting, content, materials, sublicensed items, and related work performed by or through Partner for Mauka Sports Body (collectively, the “Services”). By accepting a statement of work, work order, insertion order, proposal, purchase order, email authorization, event brief, or by commencing any Services, Partner agrees to be bound by these Terms.

1. Scope of Services; Independent Contractor. Partner shall perform the Services in a professional and workmanlike manner, in accordance with any applicable scope of work or written instructions from Mauka Sports Body. Partner is an independent contractor and not an employee, agent, joint venturer, franchisee, or legal representative of Mauka Sports Body. Partner has no authority to bind Mauka Sports Body unless expressly authorized in a signed writing. Partner shall determine the method, manner, means, sequence, and personnel used to perform the Services, subject always to Mauka Sports Body’s brand standards, approval rights, event rules, safety requirements, and written specifications. Unless expressly stated otherwise in writing, Partner is responsible for all compensation, taxes, insurance, permits, equipment, supervision, and expenses of its personnel and subcontractors.

2. Compliance; Approvals; Partner Responsibilities. Partner shall comply with all applicable federal, state, and local laws, rules, ordinances, regulations, league requirements, venue rules, sponsor obligations, advertising standards, privacy requirements, and health and safety requirements applicable to the Services. Partner shall obtain and maintain all licenses, permits, clearances, releases, and consents required for its performance. No campaign, statement, promotion, activation, use of name, image, likeness, logo, creative asset, or public communication may be published, distributed, or activated on behalf of Mauka Sports Body without Mauka Sports Body’s prior written approval. Partner is solely responsible for the acts and omissions of its employees, agents, contractors, subcontractors, talent, and representatives.

3. Fees; Expenses; Invoicing. Fees, payment schedules, approved expenses, reimbursable items, deposits, holdbacks, and performance milestones, if any, shall be set forth in the applicable statement of work or other written authorization. Unless otherwise agreed in writing, Partner shall bear all costs and expenses incurred in performing the Services. Mauka Sports Body may withhold disputed amounts in good faith. Acceptance of invoices shall not waive any right to contest nonconforming Services, overcharges, unauthorized expenses, or breach. Any invoice dispute by Mauka Sports Body may be raised within a commercially reasonable time after discovery of the issue.

4. Intellectual Property; Confidentiality; Publicity. Except for Partner pre-existing materials specifically identified in writing before use, all concepts, campaigns, copy, designs, plans, reports, activations, social content, production materials, data, work product, and other deliverables created, developed, prepared, or furnished by or for Partner in connection with the Services shall be deemed works made for hire to the fullest extent permitted by law and shall be exclusively owned by Mauka Sports Body upon creation; to the extent any such item does not qualify as a work made for hire, Partner hereby irrevocably assigns to Mauka Sports Body all right, title, and interest therein. Each Party shall hold in confidence all non-public information received from the other Party and shall not disclose or use such information except as necessary to perform under these Terms. Partner shall not issue press releases, case studies, client lists, testimonials, announcements, or other publicity regarding Mauka Sports Body or any related project without Mauka Sports Body’s prior written consent.

5. Representations and Warranties. Partner represents and warrants that: (a) it has full power and authority to enter into and perform under these Terms; (b) the Services and deliverables will not knowingly infringe, misappropriate, or violate any copyright, trademark, trade secret, right of publicity, privacy right, contract right, or other right of any third party; (c) Partner shall perform the Services in a timely, lawful, professional, and commercially reasonable manner; (d) Partner shall not make any false, misleading, defamatory, or unauthorized statements concerning Mauka Sports Body, the partners, sponsors, athletes, attendees, or third parties; and (e) Partner has and shall maintain appropriate insurance and financial capacity reasonably sufficient for the Services it undertakes. EXCEPT AS EXPRESSLY SET FORTH IN A SIGNED WRITING BY MAUKA SPORTS BODY, MAUKA SPORTS BODY MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, PERFORMANCE, OR RESULTS.

6. Indemnification; Hold Harmless; Defense. Partner shall indemnify, defend, and hold harmless Mauka Sports Body and its parents, subsidiaries, affiliates, owners, officers, directors, employees, agents, representatives, successors, assigns, sponsors, and related parties from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, judgments, settlements, fines, penalties, losses, costs, and expenses, including reasonable attorneys’ fees and costs, arising out of or relating to: (a) Partner’s breach of these Terms; (b) Partner’s acts or omissions, negligence, willful misconduct, or violation of law; (c) bodily injury, death, property damage, or personal or advertising injury caused by Partner or its personnel; (d) any allegation that the Services or deliverables infringe, misappropriate, or violate the rights of any third party; and (e) the acts, omissions, operations, events, promotions, games, exhibitions, travel, security incidents, crowd activity, player conduct, attendee conduct, sponsor activity, affiliate activity, vendor activity, or other conduct or occurrence relating in any way to the Partner. Without limiting the foregoing, Mauka Sports Body and its affiliated companies shall carry no financial exposure for claims, losses, liabilities, damages, or costs brought about by, arising from, or relating to any activities of the Partner, its players, attendees, sponsors, affiliates, or third parties, and the Partner, to the extent acting as or through the Partner or otherwise receiving Services under these Terms, shall hold harmless, defend, and indemnify Mauka Sports Body and its affiliates from and against all such matters. The Party seeking indemnification shall provide prompt notice of any claim; provided, however, that any delay in notice shall not relieve the indemnifying Party except to the extent materially prejudiced thereby.

7. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAUKA SPORTS SHALL NOT BE LIABLE TO PARTNER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF OPPORTUNITY, OR BUSINESS INTERRUPTION, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MAUKA SPORTS SHALL ALSO NOT BE LIABLE FOR CLAIMS OF THIRD PARTIES ARISING FROM THE SERVICES, EVENTS, OR ACTIVITIES DESCRIBED IN SECTION 6. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF MAUKA SPORTS FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY MAUKA SPORTS TO PARTNER FOR THE SPECIFIC STATEMENT OF WORK GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. Nothing in these Terms shall limit Partner’s payment obligations or indemnification obligations, or either Party’s liability for fraud, willful misconduct, or amounts finally awarded in connection with unauthorized use or disclosure of the other Party’s confidential information.

8. Non-Solicitation of Personnel. During the term of the Parties’ relationship and for eighteen (18) months thereafter, neither Party shall knowingly solicit for employment, directly or indirectly, any employee of the other Party who was materially involved in the Services, except through general solicitations not specifically targeted to such person. If a Party breaches this Section by directly hiring or engaging such person, the breaching Party shall pay the non-breaching Party liquidated damages equal to one hundred percent (100%) of such person’s first year total compensation. The Parties agree that actual damages would be difficult to ascertain and that this amount is a fair and reasonable estimate of the recruiting, onboarding, training, disruption, and replacement costs likely to be incurred.

9. Term; Suspension; Termination. These Terms remain in effect unless and until modified or withdrawn by Mauka Sports Body with prospective effect as posted, provided that any then-current statement of work shall continue to be governed by the version accepted at the time of authorization unless the Parties agree otherwise in writing. Mauka Sports Body may suspend or terminate any Services, statement of work, or Partner access immediately for convenience, non-performance, misconduct, safety concerns, reputational risk, legal risk, or breach. Upon termination, Partner shall promptly cease use of Mauka Sports Body materials, stop holding itself out as associated with Mauka Sports Body, deliver all completed and in-process work product, and return or destroy confidential information upon request. Termination shall not affect accrued rights, payment obligations for properly authorized Services already accepted, or any provisions that by their nature should survive, including ownership, confidentiality, indemnification, dispute resolution, and limitation of liability.

10. Governing Law; Mandatory Arbitration; Forum. These Terms, the relationship between the Parties, and any dispute, controversy, proceeding, or claim of whatever nature, whether in contract, tort, statute, or otherwise, arising out of or relating to these Terms, their formation, or the Services, shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to conflict of law principles. Any such dispute shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The seat and venue of arbitration shall be Hudson County, New Jersey, and the arbitration shall be conducted in English before a single arbitrator experienced in commercial contracts. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each Party knowingly and voluntarily waives any right to trial by jury. Notwithstanding the foregoing, Mauka Sports Body may seek temporary, preliminary, or permanent injunctive or equitable relief in the state or federal courts located in Hudson County, New Jersey, or such other court of competent jurisdiction as may be necessary to protect confidential information, intellectual property, brand assets, or other rights pending completion of arbitration, and Partner irrevocably submits to such jurisdiction for those limited purposes.

11. Notices. Legal notices under these Terms shall be in writing and shall be deemed given when received if delivered by hand, recognized overnight courier, or email with confirmation of receipt, in each case to the contact information designated by the receiving Party in the applicable statement of work or other written notice. Mauka Sports Body may also provide general updates to these Terms by posting revised terms on its website.

12. Miscellaneous. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be deemed modified only to the extent necessary to make it enforceable. These Terms, together with any applicable statement of work or written authorization, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior or contemporaneous discussions, proposals, or agreements on that subject matter. In the event of a conflict between these Terms and a signed statement of work, the signed statement of work shall control solely with respect to the conflicting subject matter. No waiver shall be effective unless in writing. Partner may not assign or delegate any rights or obligations under these Terms without Mauka Sports Body’s prior written consent. These Terms may be accepted in counterparts and by electronic signature, each of which shall be deemed an original. The section headings are for convenience only and shall not affect interpretation.

Website Acceptance. These Terms are intended for posting at maukasports.com/terms and apply to all Marketing Support Partners from the earlier of the date such Partner accepts them in writing, electronically acknowledges them, or performs any Services for Mauka Sports Body after having notice of them.

 

 

AFFILIATE PROGRAM TERMS & CONDITIONS

Welcome to the Mauka Sports Body Affiliate Program (the “Program”), operated by Mauka Sports LLC d/b/a Mauka Sports Body (“Mauka Sports Body,” “we,” “us,” or “our”).By applying to or participating in the Program, you (“Affiliate” or “you”) agree to the following Terms and Conditions (“Terms”). If you do not agree, do not participate.

0. Definitions. For purposes of these Terms:

  • “Affiliate” means any individual or entity approved to participate in the Program
  • “Program” means the Mauka Sports Body Affiliate Program
  • “Affiliate Link” means the unique tracking URL assigned to an Affiliate
  • “Affiliate Code” means a unique discount or referral code assigned to an Affiliate
  • “Commission” means compensation paid for Qualified Purchases
  • “Qualified Purchase” means a completed and paid transaction that is not canceled, refunded, charged back, or flagged for fraud
  • “Net Sales” means total order value excluding taxes, shipping, discounts, refunds, chargebacks, and adjustments
  • “Customer” means an end user purchasing through an Affiliate referral
  • “Brand Assets” means logos, trademarks, images, and marketing materials provided by Mauka Sports Body

1. Enrollment & Eligibility.  Mauka Sports Body reserves the right, in its sole discretion, to approve, deny, or revoke any application at any time, for any reason.  Affiliates must be at least 18 years old and legally capable of entering into binding agreements.

2. Affiliate Relationship.  You are an independent contractor. Nothing in these Terms creates any partnership, joint venture, or employment relationship.  You may not represent yourself as an employee, agent, or official representative of Mauka Sports Body.

3. Affiliate Links, Codes & Attribution.  Affiliates will be provided with a unique Affiliate Link and/or Affiliate Code.

  • Commission attribution is determined by Mauka Sports Body’s tracking systems
  • Only one commission is paid per transaction
  • Unauthorized promotion of codes not assigned to you is prohibited

Mauka Sports Body uses tracking technologies, including cookies, to attribute Qualified Purchases to Affiliates through their Affiliate Links.  You acknowledge and agree that:

  • Tracking depends on the Customer’s browser settings, device, and use of cookies
  • Cookies may be blocked, deleted, or expire based on the Customer’s individual settings or actions
  • Tracking may also be affected by ad blockers, privacy tools, browser restrictions, or cross-device usage

As a result, Mauka Sports Body does not guarantee that all referrals or transactions will be tracked or attributed to an Affiliate.  Commissions will only be paid on Qualified Purchases that are accurately tracked and recorded by Mauka Sports Body’s systems.  Mauka Sports Body shall not be liable for any commissions not recorded due to technical limitations, tracking failures, or circumstances beyond its control.

4. Commissions & Payments (General)

  • Commissions are earned on Net Sales only.
  • Commissions are subject to approval and a holding period
  • Mauka Sports Body reserves the right to reverse, withhold, or adjust commissions at any time, including after payout
  • Payment details must be accurately submitted
  • Minimum payout thresholds and timing are determined by Mauka Sports Body

5. Marketing & Brand Use.  Mauka Sports Body may provide Brand Assets for use.  You agree to:

  • Use Brand Assets only as provided 
  • Maintain brand integrity and messaging consistency
  • Avoid misleading or unsubstantiated claims

You may NOT:

  • Make medical, therapeutic, or disease-related claims
  • Suggest guaranteed results
  • Misrepresent product ingredients or benefits

All marketing must comply with applicable laws, including FTC advertising guidelines.

6. FTC Disclosure Requirement.  You must clearly and conspicuously disclose your affiliate relationship in all promotions.  Examples include:

  • “This post contains affiliate links”
  • “I may earn a commission from purchases”

Failure to comply may result in termination and forfeiture of commissions.

7. Paid Advertising & Search Policy.  You agree NOT to:

  • Bid on “Mauka Sports Body” or any variations or misspellings of the business, product, trade or service mark names.
  • Use Mauka Sports Body branding in ad copy, display URLs, or landing pages
  • Impersonate or appear to represent Mauka Sports Body
  • Direct-link paid advertisements to Mauka Sports Body’s website

Violations may result in immediate termination and forfeiture of commissions.

8. Prohibited Activities.  You may not:

  • Engage in spam, unsolicited messaging, or deceptive marketing
  • Use cookie stuffing, bots, or fraudulent tracking methods
  • Purchase through your own Affiliate Link or Affiliate Code without authorization
  • Promote illegal, harmful, or offensive content
  • Violate any applicable laws or regulations

9. Self-Purchases

Tier 1 Affiliates:
Commissions will not be paid on purchases made by the Affiliate for their own use, whether made through their Affiliate Link or otherwise.

Tier 2 Affiliates (Vetted Partners):
Tier 2 Affiliates may be eligible to earn commissions on personal purchases made through their Affiliate Link, subject to the following conditions:

  • Purchases must be made for personal use only and not for resale
  • Mauka Sports Body reserves the right to limit, adjust, or revoke commissions on self-purchases at any time
  • Excessive, repetitive, or abusive purchasing behavior may result in withholding of commissions or removal from the Program

Mauka Sports Body retains sole discretion to determine whether a transaction qualifies as a permissible self-purchase.

Abuse Prevention

Mauka Sports Body reserves the right to withhold or reverse commissions where transactions are determined to be primarily for the benefit of the Affiliate, including but not limited to purchases made on behalf of the Affiliate by friends, family members, or related parties.

10. Intellectual Property

All trademarks, branding, and Brand Assets remain the exclusive property of Mauka Sports Body.  Mauka Sports Body may require removal of any content using its brand at any time.

11. Termination.  Mauka Sports Body may terminate or suspend your account at any time, with or without cause.  Upon termination:

  • All promotional rights cease immediately
  • Pending or unpaid commissions may be withheld in cases of suspected violations

12. Limitation of Liability.  To the fullest extent permitted by law, Mauka Sports Body shall not be liable for any indirect, incidental, or consequential damages arising from participation in the Program.

13. Indemnification.  You agree to indemnify and hold harmless Mauka Sports Body from any claims, damages, or liabilities arising from your participation, including your marketing activities.

14. Modifications.  Mauka Sports Body reserves the right to update or modify these Terms at any time. Continued participation constitutes acceptance of any changes.

15. Governing Law & Dispute Resolution.  These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law principles.  Any dispute, claim, or controversy arising out of or relating to these Terms or the Program shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

  • Arbitration shall take place in the State of New Jersey
  • Each party shall bear its own costs unless otherwise required by law
  • Judgment on the award may be entered in any court of competent jurisdiction

You agree to waive any right to participate in a class action lawsuit or class-wide arbitration.

16. New York Consumer Compliance.  Nothing in these Terms shall be deemed to limit or waive any rights that may not be waived under applicable consumer protection laws, including those of the State of New York.  To the extent required by law:

  • Any mandatory consumer rights shall remain enforceable
  • Any provision found unenforceable shall be limited only to the extent required and shall not affect the remaining Terms

17. Commission Structure & Payouts.  Affiliates are eligible to earn commissions on Qualified Purchases as follows:

Tier 1 Affiliates

  • Up to 10% commission on Net Sales of standard products
  • Up to 5% commission on Net Sales of protein products

Tier 2 Affiliates (Vetted Partners)

  • Up to 20% commission on Net Sales of standard products
  • Up to 7% commission on Net Sales of protein products

Tier classification is determined solely by Mauka Sports Body and may be modified at any time.  All affiliates are accepted into the Program at the Tier 1 Level.  Access to the Tier 2 level is by invitation only at the sole discretion of Mauka Sports Body.

Commissions:

  • Are calculated based on Net Sales
  • Will be reduced for bundled product, subscription or promotional discounts
  • May be adjusted at the discretion of Mauka Sports Body

Payout Terms

  • Commissions are subject to a minimum 30-day holding period for validation
  • Approved commissions are paid on a Net 30 basis following approval
  • A $50 minimum payout threshold applies
  • Payments will be issued via available methods supported by the platform

Mauka Sports Body reserves the right to withhold or reverse commissions for:

  • Returns, refunds, or chargebacks
  • Fraudulent or suspicious activity
  • Violations of these Terms

18. Contact.  For questions or termination requests, contact: affiliates@maukasports.com