Marketing Affiliate Program Agreement

Last Modified: November 9, 2022

PLEASE READ THIS MARKETING AFFILIATE PROGRAM AGREEMENT IN FULL CAREFULLY.

Overview

This overview is provided to help you quickly understand some of the basics of this agreement but does not form part of this agreement nor is legal advice.

You, the Affiliate, provide potential customers with links to our (Musink Limited's) website.
When a person who has never been a Musink customer uses your unique link to pay for a Musink Product, we note the transaction against your name.
Each new paying customer is worth a fixed amount of commission. The amount a sale is worth in commissions depends on the product purchased or subscribed to and is listed for you to see when you log into the Musink website. We might increase or decrease this amount from time to time. If the customer takes advantage of a discount, such as a coupon you supply to potential customers to encourage sales, this may reduce the amount of commission you are eligible for.
To prevent fraud, there is a short lock-in time that a customer must remain with Musink before we release a commission to you.
You can check on our website how many transactions are linked to you, and how much that is worth in commissions.
Once you have reached the minimal amount of outstanding commissions, you request to be paid by us. We transfer money into your bank account.
We may need some additional information before we can pay you for the first time, such your mailing address and the bank number you want us to pay into.
This agreement is a business-to-business arrangement. You are not a Musink employee, contractor, or representative. That means it's your responsibility to organise and pay your own taxes from the money we pay you, including any sales tax required by your jurisdiction. We're also not responsible for your bank fees or other operating costs.
Both parties can cancel this agreement with or without grounds. The amount of notice required to cancel the agreement depends on who cancels it and why it's being cancelled.
It's important that you act lawfully, and should always be clear with your audience that you may receive compensation for referring them to Musink's Products and Services.
We may reduce your outstanding commission amount in certain rare conditions, such as if you have mislead potential customers, broken the law, broken the terms or spirit of this agreement, or acted in a way that has resulted in costs to us.

Forward

This is a contract between you (the "Affiliate") and us ("Musink Limited"). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily "legalese" but we have tried to make it as readable as possible.

The Marketing Affiliate Program Agreement applies to your participation in our Marketing Affiliate Program (the "Affiliate Program"). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program. If we update or replace the terms we or the Affiliate Information Webpages will let you know via electronic means, such as by email. If you don't agree to the update or replacement, you can choose to terminate as we describe below.

Definitions

"Musink Limited Affiliate" means a company owned, operated or controlled by Musink Limited.

"Marketing Affiliate Program" means our marketing affiliate program as described in this Agreement.

"Affiliate Lead" means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Information Resources.

"Affiliate Link" means the unique tracking link you place on your site or promote through other channels.

"Affiliate Policies" and "Program Policies" both mean the policies applicable to affiliates which we may list in the Affiliate Information Webpages or otherwise make available to you from time to time.

"Affiliate Information Resources" means the combination of Affiliate Information Webpages and any Program Policies that are made available to you through any medium.

"Affiliate Information Webpages" means the webpages listing Affiliate Policies on our website, as well as webpages we make available to you upon your acceptance intothe Affiliate Program and for you to use in order to participate in the Affiliate Program.

"Agreement" means this Marketing Affiliate Program Agreement and all materials referred orlinked to in here.

"Commission" means an amount described in the Affiliate Information Resources for each Customer Transaction.

"Customer" means the authorized actual user of the Musink Limited Products who has purchased or signed up for the Musink Limited products after being an Affiliate Lead. Users who use a product that Musink does not charge for, such as Musink Lite, are not considered Customers.

"Customer Transactions" means those transactions by Affiliate Leads that are eligible for Commission pursuant to the "Customer Transactions" section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in the Affiliate Information Resources.

"Customer Data" means all information that Customer submits or is collected via Musink Limited Products, and all materials that Customer provides or posts, uploads, inputs or submits for public display through Musink Limited Products.

"Locking Period" refers to a minimum period of time that a Customer must remain a Musink customer without dispute or refund before a commission can be granted.

"Musink Limited Content" means all information, data, files, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

"Musink Limited Products" means both the Subscription Service and Other Products.

"Other Products" means those products and services that we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products include all of our marketing software, legacy sales and marketing products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

"Pay Out" or "Commission payment" means when we send you money earned through Commissions.

"Subscription" is used to refer to both one-off payments as well as payments that are repeated periodically.

"Subscription Service" means our Musink Software that is subscribed to or paid for in a lump sum, and developed, operated, and maintained by us, accessible via https://musink.net or another designated URL, and any add-on products to that software that Wedevelop or sell. For the purposes of this Agreement, the Subscription Servicedoes not include our legacy products, any implementation, customization, training, consulting, additional support or other professional services, orfees for third-party products or services.

"We","us", "our", and "Musink Limited" means Musink Limited, NZBN 9429030763562

"You" and "Affiliate" mean the party, other than Musink Limited, entering into this Agreement and participating in the Affiliate Program.

Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

Affiliate Acceptance

Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify youthat you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.

If, and only if, you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrolment criteria set out in the Affiliate Information Resources, if applicable. Failure to complete any enrolment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program. If you are accepted toparticipate in the Affiliate Program, we may also require, at our whim, that you provide additional information before you can receive your first Pay Out, or any later Pay Out. For example, we might ask that you provide bank details, proof of identification, or other information.

Your acceptance and participation in the Affiliate Program does not mean that you are an employee, contractor, customer or any kind of representative of Musink Limited.

You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

Customer Transactions

Affiliate Program Limits. Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Information Resources from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you. We will pay you Commission as described in the Affiliate Information Resources for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The start of a Customer's Subscription is determined by the date of the first purchase or sign up (as applicable) of the Subscription Service by the Customer and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases or ongoing payments to maintain that subscription made by that customer during their Subscription Service. For example, if the initial Customer Transaction is for one user of Musink Pro, and there is a subsequent purchase by that same customer for an additional user of Musink Pro, Affiliate will receive Commission for the initial user purchase only. The Affiliate will not be entitled to receive Commission on any additional purchases of Musink Limited Products by that same Customer. As another example, if the initial Customer Transaction is for one user of Musink Pro as part of a monthly subscription and that subscription is maintained for 6 months, the Affiliate receives a commission for only one transaction. Commissions only apply to new Customers of Musink who have not previously paid for any Musink Products at any time in the past, who are not affiliates or Musink Limited Staff, and have never had a log-in to any part of our website.
Eligibility. To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the "Acceptance and Validity" section, (ii) a Customer Transaction for a non-free Musink Limited Product must have occurred, (iii) a Customer must remain a customer during the locking period described in the Affiliate Information Resources. The locking period may be changed by Musink Limited from time to time without notice. You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States, Australia, New Zealand, the EU, any country you have a bank account in, or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or Musink Limited Affiliates; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, misuse of the Affiliate Information Resources or by any other means that we deem to breach the spirit of the Marketing Affiliate Program, (v) the Customer participates in any of our partner programs and is eligible to receive commission in relation to the Customer Transaction under any of these programs, or (vi) the Customer uses a discount coupon that is not intended by Musink Limited to be compatible with the Affiliate Program or reduces the revenue from an individual sale below that of the advertised commission rate. If at any point you are eligible to receive a revenue share payment or commission under another Program at Musink Limited, that payment amount will not change based on your participation in the Affiliate Program. In competitive situations with other affiliates, we may elect to provide the Commission to the affiliate that we deem to be the most eligible for Commission, at our discretion. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.
Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by Musink Limited. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission nor at any time prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the Subscription Service within the time period described on the Affiliate Information Resources of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if It's first click on the Affiliate Link is after this Agreement has expired or terminated. Engagement with Prospects. Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between Musink Limited and an Affiliate Lead will be at Musink Limited's discretion.
Commission and Payment. In order to receive payment (Pay Out) under this Agreement, you must have: (i) agreed to the terms of this Agreement and this agreement to Musink Limited; (ii) completed all steps necessary to create your account in the Affiliate Information Resources in accordance with our directions, (iii) have supplied Musink Limited with valid and up-to-date payment method that is compatible with any restrictions listed in this Agreement and in the Affiliate Information Resources (iv) completed any and all required tax documentation in order for the Musink Limited to process any payments that may be owed to you through their normal processes, (v) have owed to you at least the minimum Pay Out amount at the time the Pay Out is applied for in accordance with this agreement and the Affiliate Information Resources, and (vi) have either requested a Pay Out in the manner described on the Affiliate Information Resources or have been notified by Musink Limited that it intends to pay you despite you not requesting a pay out. Musink Limited reserves the sole right to waive any conditions set out in section 4 (i)-(vi).
Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 4(a)(i-iv) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a "Forfeited Transaction"). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 4(a)(i-v), then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction. Notice that transactions are not forfeited on the basis of you not yet having owed to you at least the minimum Pay Out. If you refuse to accept a Pay Out for any reason through any means, including by frustrating the payment process, you forfeit Customer Transactions forming that Pay Out.
Commission Payment. Pay Outs occur in response to a Pay Out request from the Affiliate and are only made into bank accounts in countries and currencies that we support. While we support payment to most mainstream banks in first-world countries, and many in developing countries, it is your responsibility to ensure that you have a bank account in a financial institution we support holding a currency we can support before requesting a Pay Out. A maximum of one Pay Out request per calendar Month may be made if the Pay Out amount is less than $US1000 or equivalent. Pay Outs equal to or greater than this amount may be made as frequently as desired. We may request from the Affiliate a written invoice to complete a Pay Out or receipt for a Pay Out we have processed. We or the Affiliate Information Webpages will determine the currency in which we pay the Commission, as well as the applicable conversion rate. The Pay Out may be reduced by any transaction fees associated with funds transfer. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to at our sole discretion). Musink Limited will endeavour to send Pay Outs as fast as is practical, but no longer than 60 calendar days from a Pay Out request, so long the Affiliate is eligible for a Pay Out according to this Agreement. If there is a problem with a Pay Out, you must contact Musink Limited directly for a solution before taking any other action. You are responsible for payment of all taxes and fees (including bank fees and sales tax) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. Commission Amounts. Potential Commission Amounts for a Customer Transaction is set at the time of that Customer Transaction. We reserve the right to alter or change the Commission amount as per the Affiliate Information Resources. For example, if the Commission amount for a certain transaction type was $1 when that transaction completed, the Commission Amount is set at $1, even if Musink Limited changed the Commission amount before or after that transaction took place. We reserve the right to reduce a given Commission Amount, potentially to zero, if the customer used Coupons, discounts, or engaged in other special offers that we, you, or other affiliates of Musink Limited made available, including any coupons that we provide you to encourage sales. We will endeavour to communicate any general reductions in commission amounts due to coupons, discounts, or special offers to you via email or the Affiliate Information Resources. Once a Pay Out is requested, Commissions associated with that Pay Out are considered final, and any future changes in Commission rates or conditions are not applied to these Paid-Out Customer Transactions.
Chargebacks and cancelled Customer Transactions. If a customer completes a Customer transaction but requests reversal of the transaction due to factors such as but not limited to misleading marketing information or fraudulent credit card use, the Affiliate referring that customer is liable for costs to Musink Limited including but not limited to Chargeback fees. These may be subtracted from the Affiliate's pending commission balance at Musink Limited's sole discretion. If the Affiliate's pending commission balance is less than the subtracted costs, the pending commission balance will become negative. Such events are rare, and this clause is intended to ensure that an Affiliate does not mislead potential customers, refers a high quality Affiliate Lead, and does not use this Affiliate Program in a fraudulent or illegal manner.

Technology

It is your responsibility to ensure that you use links and/or technology provided by Musink Limited in order to funnel traffic to Musink Limited's website in a way that allows their identification.
Musink Limited reserves the right to make, at any time and without notice, changes of any type to its own websites, services, and products, including but not limited to how Affiliate Leads and Customers are identified.
Musink Limited will make reasonable attempts to ensure that correctly referred Affiliate leads are identified when purchasing Musink Products and Services. Musink Limited does not guarantee to use any particular technology, such as cookies or special URLs, to identify Affiliate leads or Customers.

Training and Support

We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings atany time without notice.

Trademarks

You grant to us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks, service marks and logos ("Affiliate Marks") in connection with the Affiliate Program and this Agreement.

During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Information Resources, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) comply with our Trademark Usage Guidelines and any restrictions listed on the Affiliate Information Resources; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies you are an employee, representative of Musink Limited, contractor, or similar, nor that we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

Proprietary Rights

Musink Limited's Proprietary Rights. No license to any software is granted by this Agreement. The Musink Limited Products are protected by intellectual property laws. The Musink Limited Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Musink Limited Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Musink Limited Content, or the Musink Limited Products in whole or in part, by any means, except as expressly authorized in writing by us. Musink Limited, the Inkwell Design, the Musink Limited logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
We encourage all customers, affiliates and partners to comment on the Musink Limited Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Musink Limited Products, without payment to you.
Customer's Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the Musink Limited Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.

Confidentiality

As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), (i) whether orally or in writing, that is designated as confidential, and (ii) Musink Limited customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was knownto the Receiving Party prior to its disclosure by the Disclosing Party withoutbreach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Informationof the Disclosing Party to any third party, and (iv) limit access toConfidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

Customer Confidentiality

Musink Limited does not sell, deal, or share its Customers' details. The Affiliate is not eligible to receive any identifiable or re-identifiable information on Customers of Musink Limited, including their purchasing history or decisions. Musink Limited will restrict sales statistics to include only those that communicate the number of Customer Transactions over certain periods of time, at Musink Limited's sole discretion.

Opt Out and Unsubscribing

You will not engage in any activity that could reasonably be referred to as "spamming" in order to promote Musink Limited's products. You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all optout, unsubscribe, "do not call" and "do not send" requests.

Term and Termination

Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days' notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the "Termination for Agreement Changes" section, shall not affect our obligation to pay you a Commission, so long as all requirements for a standard Pay Out are met at the time of termination or expiration of this agreement. When a Pay Out is requested within a calendar month of expiration or termination of this agreement, the payment of commissions may be delayed an additional calendar month to the maximal processing times stated elsewhere in this agreement. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete information from the Affiliate Information Resources that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer's subscription agreement to be terminated.

Affiliate Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Musink Limited with Affiliate Leads for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii)you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are an Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide to Musink Limited all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Musink Limited's own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase Musink Limited products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, iframes, or hidden frames), or offering incentives to encourage purchases or signups.

Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your non-compliance with or breach of this Agreement, (d) youruse of the Affiliate Information Resources, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement ofsuch a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Disclaimers; Limitations of Liability

Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE MUSINK LIMITED PRODUCTS, MUSINK LIMITED CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE INFORMATION RESOURCES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) , IF ANY, AND THE AFFILIATE INFORMATION RESOURCES MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE MUSINK LIMITED PRODUCTS AND AFFILIATE INFORMATION RESOURCES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE MUSINK LIMITED PRODUCTS AND THE AFFILIATE INFORMATION RESOURCES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
Affiliate Information Resources. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE INFORMATION RESOURCES THAT YOU USE. WE DO NOT PROMISE TO MAKE THE AFFILIATE INFORMATION RESOURCES AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
Cookie Duration. ANY COOKIES USED TO IDENTIFY AFFILIATE LEADS HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, REJECTS COOKIES IN THEIR BROWSER, DISABLES JAVASCRIPT, OR REQUESTS COOKIES ARE NOT SET THROUGH A REQUEST SUCH AS DO-NOT-TRACK HTTP HEADER, THIS MAY INTERFERE WITH OUR ABILITY TO IDENTIFY AFFILIATE LEADS AND MUSINK LIMITED SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
Overview. THE OVERVIEW DOES NOT CONSTITUTE PART OF THIS AGREEMENT AND IS COMPLETELY NON-BINDING. IT IS YOUR RESPONSIBILITY TO READ THE AGREEMENT IN FULL. IF THIS AGREEMENT CONTRADICTS THE OVERVIEW OR FAILS TO STATE SOMETHING APPEARING IN OR IMPLIED BY THE OVERVIEW, THE OVERVIEW SHOULD BE IGNORED.

General

Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Information Webpages and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Information Webpages have notified you. We encourage you to review this Agreement periodically. If you don't agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
Applicable Law. This Agreement shall be governed by the laws of New Zealand, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the courts in New Zealand.
Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Actions Permitted. Except for actions for non-payment or breach of a party's proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of New Zealand and any other relevant local export laws and regulations may apply to the Musink Limited Products. You will comply with such laws. You will not directly or indirectly export, re-export, or transfer the Musink Limited Products to prohibited countries or individuals or permit use of the Musink Limited Products by prohibited countries or individuals.
Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
To Musink Limited.: The contact information on Musink's contact webpage, which was https://musink.net/about/contact at the time of writing, or the physical address of Musink Limited listed in the New Zealand Business directory
To you: your address as provided in our affiliate account information for you.
We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Musink Limited Products or dependent on any oral or written public comments made by us regarding future functionality or features of the Musink Limited Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
Program Policies Page. We may change the Program Policies from time to time or where they are located on our site. If you are in doubt, you should contact us directly. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference
No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the Musink Limited Products, our trademarks, or any other property or right of ours.
Sales by Musink Limited. This Agreement shall in no way limit our right to sell the Musink Limited Products, directly or indirectly, to any current or prospective customers.
Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
Survival. The following sections shall survive the expiration or termination of this Agreement: "Commission and Payment", "Proprietary Rights", "Confidentiality", "Effects of Termination/Expiration", "Indemnification", "Disclaimers; Limitation of Liability", "Non-Solicitation" and "General".
Data Processing and Protection. The parties acknowledge that in connection with the Marketing Affiliate Program, each party may provide or make available to the other party Personal Data. To the extent that any Personal Data is processed in connection with the Project the terms set forth in the Musink Limited Privacy Policy (posted at: https://musink.net/about/privacy), which are hereby incorporated by reference, shall apply. Each party shall process the copy of the Personal Data in its possession or control: (i) in accordance with the Musink Limited Privacy Policy (ii) as an independent controller (not as a joint controller with the other party) (iii) for the purposes described in this Agreement; and/or (iv) as may otherwise be permitted under Applicable Data Protection Law. For the avoidance of doubt and without prejudice to the foregoing, Musink Limited shall be an independent controller of any Personal Data that it receives or shares with Affiliate.