Affiliate Terms of Service Legal Agreement

By signing up as an affiliate program member, You agree to the terms and conditions of this agreement ("Agreement") by which MusicGurus will provide You with certain rights to market MusicGurus’s services to potential customers. This Agreement is made between Music Education Technologies, Ltd. ("MusicGurus") and You, or, if You represent an entity or other organization, that entity or organization (in either case "You" or "Affiliate").

DEFINITIONS

As used in these Terms: (i) “Company”, “We”, “us”, or “our” refers to MusicGurus and our website; (ii) “you” or “your” refers to the Affiliate; (iii) “our website” refers to our properties located at www.MusicGurus.com; (iv) “your website” refers to any websites that you will link to our website; (v) “Program” refers to our Affiliate Program.

TERMS

These Terms are subject to change and, if you disagree with any change or modification, your only option is to discontinue your participation the Program. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate these terms and conditions. Your continued participation in the program following our posting of a change notice or new agreement on our website will constitute binding acceptance of the change. Thank you.

THE PROGRAM

MusicGurus sells online courses that are streamable after purchase, as well as one-on-one tutoring sessions with instructors (the "Product"). Any referred end-user customers ("Students") will be subject to the Terms and Conditions at www.musicgurus.com/terms-and-conditions upon purchasing the product. PLEASE CAREFULLY READ THIS AGREEMENT. YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

APPOINTMENT

Subject to the terms of this Agreement, MusicGurus appoints You to market the Product to potential Students. This Agreement is non-exclusive and nothing will restrict MusicGurus from soliciting or accepting orders for the Product directly from any entity or through any third party.

QUALIFICATION

To be eligible for an affiliate fee, the Student must click-through a Unique URL from Your site, email, or other communications and purchase the Product. The "Unique URL" is the link that will be provided to You that will uniquely identify You as the originator. If the potential Student leaves the site from the Unique URL, and comes back later on their own through another means and purchases Product, You can still earn a commission if Student does so within 90 days. Any Student purchasing Product with Your Unique URL will become a "Qualified Student" for You.

SERVICES

Subject to compliance by the Qualified Student with the terms of the applicable T&Cs, MusicGurus will provide all installation, maintenance, support, and other services to the Qualified Student as set forth in the T&Cs.

COMMISSIONS

a. In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, MusicGurus shall pay to Affiliate a commission (the “Commission”) of 15% of gross sales price for each course or tutoring session purchased by a Student after using Affiliate’s unique link. This Commission is subject to change by MusicGurus at any time. MusicGurus will notify You of any change in commission amount by sending you an email or by posting the change directly on our website.

b. MusicGurus shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request, including access to a web-based dashboard. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by MusicGurus within 14 days of discovering such discrepancy.

c. Upon a determination by MusicGurus that the criteria in this Agreement have been satisfied with respect to a Qualified Student, MusicGurus will pay You the applicable amount due for such Qualified Students within 30 days following the end of the quarter in which MusicGurus receives payment from the Qualified Students. MusicGurus will not be obligated to pay any amounts to You until We have actually received full payment (in cash or equivalent) of all applicable fees from an applicable Qualified Student that is not subject to refund or return to the Qualified Student.

PAYMENTS AND SELF BILLING

MusicGurus agrees to provide You with quarterly Statements and Self-billing Invoices for Commissions specified in the present agreement. You acknowledge that the statements are confidential to MusicGurus, and agrees not to use such statements other than for the purpose of issuing invoices and not to disclose such statements unless required by law. Statements and Self-billing Invoices should be made available no later than thirty (30) days after the end of each quarter. Should a quarterly report credit You with a net amount of monies due inferior to One Hundred (100) Pounds (“The Compensation Threshold”), MusicGurus will roll over payment of monies due to the next quarterly report until total amount of monies due becomes superior to The Compensation Threshold. You agree not to issue VAT invoices for goods or services covered by this agreement. MusicGurus, acting as a self-biller, will issue these on your behalf. You agree to notify MusicGurus in case of any change to your VAT registration status, whether you start or stop being registered for VAT, get a new VAT registration number or transfer your business as a going concern. In the event that Affiliate materially breaches this Agreement and MusicGurus terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and MusicGurus shall not be obligated to pay such Commissions to Affiliate.

PROMOTIONAL MATERIALS.

MusicGurus shall make available to You certain advertisements, button links, text links, and/or other graphic or textual material for display (the “Promotional Materials”). Affiliate shall include a link from the Promotional Materials to MusicGurus’s website, as specified by MusicGurus.

USE OF PROMOTIONAL MATERIALS

The Affiliate’s use and display of the Promotional Materials shall conform to the following terms, conditions and specifications:

a. Affiliate may not use any graphic, textual or other materials to promote MusicGurus’s website, products or services other than the Promotional Materials, unless MusicGurus agrees to such other materials in writing prior to their display.

b. Affiliate may only use the Promotional Materials for the purpose of promoting MusicGurus’s website (and the products and services available thereon), and for linking to MusicGurus’s website.

c. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by MusicGurus. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from MusicGurus for such alteration of modification.

d. The Promotional Materials will be used to link only to MusicGurus’s website, to the specific page and address as specified by MusicGurus.

INTELLECTUAL PROPERTY

We retain all right, title, ownership, and interest in our intellectual property, including any and all copyright, trademark, or other proprietary rights therein. Nothing in these Terms shall be construed to grant you any right, title or ownership in our intellectual property.

CONFIDENTIALITY

Any information that you are exposed to by virtue of your participation in the Program, which information is not available to the general public, shall be considered to be "Confidential Information." You may not disclose any Confidential Information to any person or entity, except where compelled by law, unless you obtain our prior written consent for such disclosure. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of these Terms.

MODIFICATIONS

We may, in its sole discretion, change, suspend or discontinue any aspect of the Program (in whole or part), an offer or link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a link. You agree to promptly implement any request from us to remove, alter or modify any link, text, graphic or banner ad that is being used by you as part of the Program.

INDEMNIFICATION

You shall defend, indemnify and hold MusicGurus, its affiliates, and each of their employees, officers, directors and agents harmless from all claims, damages, losses, liabilities, fees, costs and expenses (including, without limitation, attorneys’ fees) relating to: (i) the development, operation, maintenance, and content of Your Website; (ii) breach of any of these terms and conditions; or (iii) infringement, misappropriation or violation of any Intellectual Property Rights arising out of your participation in the Program.

TERM AND TERMINATION

This Agreement will commence acceptance and will continue until terminated by either party. Either party may terminate this Agreement for convenience, effective immediately upon notice. MusicGurus, in their sole discretion, may reject application by any affiliate member at any time for any reason or end the affiliate program in its entirety at any time.

TAXES

MusicGurus shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with MusicGurus as set forth in this Agreement. MusicGurus shall not withhold any taxes from the Commissions paid to Affiliate.

DISCLAIMER

To the maximum extent permitted by applicable law, MusicGurus makes no express or implied representations or warranties regarding the program or our website or the products or services provided therein. To the maximum extent permitted by applicable law, any implied warranties of merchant-ability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded by MusicGurus. In addition, our website is provided on an “as is” and “as available” basis. We make no representation that the operation of our website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors.

LIMITATION OF LIABILITY

MusicGurus shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether MusicGurus was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.

RELATIONSHIP OF PARTIES

The parties are independent contractors, and nothing in these terms and conditions will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Website or otherwise, that reasonably would contradict anything in this Section. This agreement constitutes the entire agreement and understanding between Affiliate and MusicGurus and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this agreement. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

GOVERNING LAW

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, and the parties agree that the courts of England and Wales shall have exclusive jurisdiction to settle the same.