Affiliate Program – Terms and Conditions – Healthy Audio

The agreement below details the terms and conditions for enrolment in the Healthy Audio Limited affiliate program.

1. INTRODUCTION

This agreement states the full terms and conditions that apply to individuals or entities participating in the Healthy Audio Limited (we, us or our) affiliate programme (the Programme). We hereby wish to appoint you (you or the Affiliate) as an Affiliate of Healthy Audio Limited for the purpose of promoting Healthy Audio Limited products and services on our website (the Website or our Website) through your website (your Website) in exchange for a referral commission detailed in Clause 5, on the terms and conditions of this Agreement.

2. APPLICATION PROCEDURE

2.1 In order to become an affiliate of Healthy Audio Limited you must make a formal application on our website subsequent to the acceptance of the terms and conditions set out herein.

2.2 On receipt of your application we will evaluate your Websites suitability to the Programme. We reserve the sole right to decline your application if we feel that it does not satisfy the interest of either the Website or the Programme, or both. Once your website has been reviewed we will notify you on whether your application has been accepted or declined.

2.3 If your Website is accepted and it is later determined that you are unsuitable for the programme then we have the sole discretion to cancel the Programme with immediate effect.

3. INTEGRATION

Participation in the affiliate Programme requires your Website to be correctly integrated to our Website. You must adhere to the following terms to ensure this condition is maintained through the term of the Programme.

3.1 Integration of your Website to our Website is achieved through a choice of links (the Links) available from within the Affiliate area via the link ‘Get links for your site’. Any of the Links will enable your end-user to navigate to our Website.

3.2 The appearance of the Links are controlled by Healthy Audio Limited and you agree that participation in the Programme requires you to adopt only the links presented at the location stated in sub Clause 3.1.

3.3 You must not alter the appearance or the functionality of the Links in any such way.

3.4 From time to time we may alter the appearance or functionality of the links and it is your responsibility to ensure that you are using the most up to date version. We therefore advise you to return to the site regularly to ensure this requirement is satisfied.

4. ORDERS

It is our responsibility to process the order for customers who are referred from your Site through the integration detailed in Clause 3. It is also our responsibility to manage all aspects of after sales service and any other issues associated with the order. We will track sales made to customers who purchase products or services using the Links from your Website to our Website and will publish such data to you in periodic reports, you are also able to view your account at any time by visiting our site and logging in. You must ensure the Links from your Website to our Website are correctly formatted at all times. As a participant in this Programme you must accept that we cannot be held responsible for the incorrect formatting of the Links on your Website and will not be liable to settle any referral fees that occur through such circumstances.

5. REFERRAL COMMISSION

5.1 In order for a referral to generate commission, the customer must first arrive on our Website from your Website via the integration detailed in Clause 3 and then purchase a downloadable product or service on our website, accept our specific terms of purchase and remit payment in full to Healthy Audio Limited.

5.2 Referral commission will be paid only when a customer enters Healthy Audio Limited and completes an order within a session. The session is defined as a period of time between when the customer enters our Website through the integration detailed in Clause 3 to (a) 30 days after the initial click through, (b) once the customer has made a purchase and (c) if the customer re-enters the site through another third party affiliate link.

5.3 Referral commission will be paid at an agreed rate between ourselves and yourselves on the retail value of the product or service. Retail value of products my vary from time to time, for example through marketing promotions. Local currency fluctuations and prices apply to non UK affiliates; all other terms of this agreement remain effective.

5.4 The affiliate Programme is intended for commercial use only and you must not under any circumstances offer incentives, commissions or payment to any individual or business in return for making an order on our Website through the integration detailed in Clause 3. It is also forbidden to purchase products or services through this Programme that are intended for resale or commercial exploitation. Such actions may result in the withholding of referral fees and/or termination from the Programme.

6. REMITTANCE

6.1 Remittance will be paid on all orders processed on our Website that meet the provisions detailed in Clause 5 and following sub Clauses. The commission will be paid monthly within 14 days of the end of the calendar month and will contain remittance for the previously elapsed month at the rate specified in sub Clause 5.3.

6.2 If the referral commission generated in one month is less than £15.00 Sterling then the remittance will be retained until the cumulative amount is greater than £25.00 Sterling. Once the remittance is greater than £15.00 Sterling the referral commission will be paid within 14 days of the end of the calendar month. Subject to 5.3 above

6.3 If a refund is given on a sale that has previously generated a referral commission, we will deduct the corresponding fee from your next remittance. Should the funds be unavailable we will invoice you for the outstanding fee.

6.4 VAT invoices should not be sent by you for any outstanding commission.

6.5 Businesses that are VAT registered are required to insert their VAT number on application to the Programme. Should your VAT number change during the term of this agreement you should inform us on the following email: affiliate@healthyaudio.com

6.6 It is your responsibility to ensure any taxes are paid on the remittance.

6.7 Payments shall be made by Papal. Payment by cheque/check can be arranged – these will be drawn from a UK bank and will be issued in Sterling (GBP)

6.8 Any tax liability on the amount of commission received will be your responsibility. Every customer who purchases services through this Healthy  Audio Limited site is deemed to be a customer of Healthy  Audio Limited

7. POLICIES

7.1 Customers who buy products or services from Healthy Audio Limited via the affiliate Programme are the responsibility of Healthy Audio Limited. As such all operating policies, customer service issues and warranties associated with an order are the responsibility of Healthy Audio Limited.

7.2 It is the sole discretion of Healthy Audio Limited to change any polices referred to in sub Clause 7.1 without warning or notice.

7.3 Healthy Audio Limited make every available effort to ensure product or service specifications, price and availability are accurate at the time of sale however we provide no guarantee that this provision will be met.

8. LICENCE AGREEMENT

8.1 Healthy Audio Limited grants you a non-exclusive, worldwide, royalty-free licence for the term of this Programme to utilise the integration detailed in Clause 3 for the purpose of generating referrals from your Website to our Website.

8.2 We have the right to terminate this licence at any time if we deem that the integration in Clause 3 is not been used in accordance with the Terms and Conditions of this agreement.

8.3 We reserve all rights to any other graphics, text, source code, trademarks, trade names, and all other intellectual property rights contained within but not limited to the Healthy Audio Limited Website.

9. TERM OF AGREEMENT

9.1 The term of this agreement will begin upon our acceptance for you to participate in the Programme and will end when terminated by either party.

9.2 Either you or Healthy Audio Limited have the right to terminate the agreement at any time upon issue of a written notice to the other party.

9.3 You are eligible to earn referral commission only on orders that were taken during the term of this agreement in conjunction with the provisions detailed in Clause 5. Should you decide to terminate the agreement you will receive remittance only on referrals that were not subsequently cancelled or returned.

9.4 On cancellation of the agreement we may hold remittance for a period of time that is necessary to calculate final payments.

9.5 Upon termination of the agreement by either party you must remove any Links, graphics, text and source code associated with the Programme.

10. LIMITATION OF LIABILITY

10.1 Healthy Audio Limited will under no circumstance be liable for indirect, special, or consequential damages including any loss of business, revenue, profits or data in relation to your participation in this Programme.

10.2 In addition to sub Clause 10.1 our total liability with respect to this Programme will not exceed the total referral commission paid or payable to you under this Agreement at the time the event that gave rise to the liability took place.

10.3 Notwithstanding the previous paragraph , nothing within this Agreement will operate to exclude any liability for death or personal injury arising as a result of the negligence of either party, its employees or agents.

11. DISCLAIMERS

11.1 We make no warranties expressed or otherwise implied with respect to participation in this programme or any other products or services sold through this Programme (including, without limitation, warranties of fitness or merchantability).

11.2 We do not guarantee uninterrupted availability of the Healthy Audio Limited Website and cannot provide any representation that using the Website will be error free.

12. YOUR WEBSITE

You hereby acknowledge that you are solely responsible for all materials that appear on your Website and accept that inclusion of any of the following material is prohibited:

12.1 any illegal material,

12.2 any obscene or sexually explicit material,

12.3 any violent, threatening or abusive material,

12.4 any material that may infringe the intellectual property of any third party,

12.5 false or misrepresentation of any or all of our programmes and services, including but not limited to their effectiveness, content, availability or purpose.

12.6 any other material that Healthy Audio Limited may decide is not in the general interest of the Programme.

13. RELATIONSHIP OF PARTIES

13.1 The Programme defined in this agreement is intended to be carried out on the understanding that both parties are acting as independent contractors and there is no attempt to form any partnership, joint venture, agency, sales representative, or employment relationship in this agreement.

13.2 Further more neither party has the authority to create liability against the other party

14. TERMINATION

Healthy Audio limited has the right to terminate your access to any or all of the Services at any time, without notice, for any reason, including without limitation, breach of these Terms and Conditions. Healthy Audio Limited may also at any time, at its sole discretion, discontinue the Website/Services or any part thereof without prior notice and you agree that Healthy Audio Limited shall not be liable to you or any third party for any termination of your access to the Website/Services.

15. MODIFICATION

Healthy Audio Limited reserve the right to alter the terms detailed within this Agreement at any time without notice. By continuing to utilise the most up to date Links referred to in Clause 3 you will be deemed to have acknowledged and understood the current terms and conditions of the Programme. We strongly advise all participants in this Programme to regularly check the Terms and Conditions on our Website.

16. SEVERANCE

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain in force.

17. GOVERNING LAW AND JURISDICTION

This Agreement will be governed by the laws of England and both parties hereby agree to be bound exclusively by the jurisdiction of English law without reference to rules governing choice of laws.