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Terms of Use and Privacy Statement

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").


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 href;
(iv) “your website” refers to any websites that you will link to our website;
(v) “Program” refers to our Affiliate Program.


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.


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 href


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.


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.


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.


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.


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

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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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.


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

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.


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.

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