This Affiliate Program Agreement is entered into by and between Music Vine Limited (address: Tailors Corner, 1 Thirsk Row, Leeds LS1 4DP, United Kingdom) and The Affiliate as described within these terms.

Please read this agreement carefully as they set forth the terms and conditions upon which you will refer new customers to Uppbeat in order to receive commissions. By participating in the Affiliate Program, you agree to be bound by this agreement in full.

1. Definitions

“The Company”, “Uppbeat” or “Music Vine” refers to Music Vine Limited for the purposes of this agreement.
“The Affiliate Program” or “The Program” refers to the Uppbeat Affiliate Program as outlined by this agreement and provided by The Company.
“The Partner”, “The Affiliate”, “You” refers to the affiliate partner entering The Program, as described by your submitted Uppbeat Affiliate Program Application.
“Link”, or “Links” refers to the unique text links, graphical hypertext links and other linking code provided by Uppbeat to The Partner for the purpose of directing referrals to the Uppbeat site.
“Referred New Users”, or “Referrals” refers to any users that The Partner refers to Uppbeat via the Link who have not previously created an Uppbeat account and who have not previously been referred by any other user.
“Affiliate Content” refers to any content, objects or materials shared by The Partner alongside the Link.
“Affiliate Sites” refers to any websites or platforms, including social media pages, owned or controlled by The Partner.

2. Affiliate Program

2.1 For the duration of The Program, Music Vine agrees to:

2.1.1 For Uppbeat Premium annual subscribers, pay The Partner commission of $36 per initial annual subscription transaction made specifically by Referred New Users.

2.1.2 For Uppbeat Premium monthly subscribers, pay The Partner commission of $4 per monthly subscription transaction made specifically by Referred New Users, up to a maximum commission total of $36 within a single 12 month period per user from point of initial transaction.

2.1.3 Make all payments to The Partner in US Dollars (USD) unless otherwise agreed between Uppbeat and The Partner.

2.1.4 Make payment of unpaid affiliate earnings available to The Partner on a quarterly basis as outlined below.

2.1.5 Provide The Partner with access to a report where they can view referral numbers and generated affiliate earnings.

2.2 For the duration of The Program, The Partner agrees to:

2.2.1 Use Uppbeat as a primary music resource and include an Uppbeat accreditation and URL in all applicable content descriptions and/or pinned comments on Affiliate Sites.

2.2.2 Include Uppbeat in any content they may release comparing music resources.

2.2.3 Give Uppbeat permission to use any Affiliate Content promoting Uppbeat for marketing material, including but not limited to social media, testimonials and advertising.

2.2.4 Use any appropriate opportunity to add a credit for or share Uppbeat music and the Uppbeat brand.

3. Eligibility

3.1 To be eligible for The Program, The Affiliate must be 18 or over.

3.2 If You are under the age of 18 and wish to enter The Program, You must receive prior approval by Music Vine and your parent or legal guardian must agree to the terms of The Affiliate Program on your behalf.

4. Affiliate Content

4.1 The Partner agrees that all Affiliate Content will not contain any objectionable content (including but not limited to content that is misleading, illegal, and/or promoting illegal goods, services or activities) and will not mislead others.

4.2 You also agree not to promote, advocate, facilitate or otherwise include any of the following in Affiliate Content: hate speech or any form of material that discriminates on the basis of race, ethnicity, gender, age, disability, religion or sexual orientation; violence or profanity; pornographic, obscene, sexually explicit or related content; defamatory material.

4.3 Further, You agree not to share personal information of any third party; material that impersonates any person or entity, including Music Vine and Uppbeat.

5. Restricted Promotional Methods

5.1 Links. The Partner must only use Links obtained from Uppbeat and agrees not to manipulate, alter or modify any links in any way.

5.2 Email marketing and push notifications. The Partner may use email marketing campaigns, push notification marketing and any other marketing communications provided that they adhere to all applicable laws. SPAM is not permitted.

5.3 PPC campaign guidelines. The Partner agrees not to bid on any Music Vine or Uppbeat brand terms including variations, misspellings and/or in sequence with any other keywords on any platform including but not limited to Google, YouTube, Facebook or any other PPC advertising network, together with any mobile platforms. You also agree not to bid on any keywords targeted by any active Music Vine or Uppbeat campaign.

5.4 Search engine optimization. The Partner agrees not to manipulate Affiliate Sites or engage in any search engine optimization activity that pulls organic search traffic from Music Vine or Uppbeat to Affiliate Content.

5.5 Sub-affiliate networks. If The Partner is a sub-affiliate network, it must receive approval from Music Vine prior to engaging any sub-affiliates. If The Partner is approved as a sub-affiliate network, it is responsible for its sub-affiliates and must ensure they comply with the terms of this agreement and will provide to Music Vine, upon request, reporting data for all sub-affiliates.

6. Referral Tracking Method

6.1 Both parties agree to the following method for tracking and attributing Referred New Users to The Partner:

6.1.1 When a Referred New User visits the Uppbeat website via the Link (but has not yet created an Uppbeat account), the system will ‘tag’ that user immediately upon their arrival to associate them with The Partner via three actions:

i. A code will be stored in the user’s browser cookies that enables the system to associate them with The Partner.

ii. The user’s IP address will be recorded and associated with The Partner.

iii. A code associating the user with The Partner will subsequently be stored in the User’s browsing session data.

6.1.2 Each time the new user returns to the Uppbeat site (before having created an account), the system will seek to identify them upon their arrival by checking their browser cookies and the IP log.

6.1.3 Both parties acknowledge that it is not possible for the tracking to work 100% of the time since browser cookies can be cleared and the IP address of a single user may not be consistent.

6.1.4 When a Referred New User creates a free Uppbeat account, The Partner will be attributed to that account as a ‘referral source’. The Partner will be due commission on relevant subscription payments subsequently made by that account as outlined in section 4 ‘Affiliate Program’ above.

7. Term & Termination

7.1 The terms of this agreement will remain active until either party terminates this agreement upon three days prior written notice to the other party. In this event, Music Vine will pay The Partner their outstanding balance, provided that The Partner has not been in violation of this agreement. In the event that The Partner violates the terms of this agreement, Music Vine may terminate this agreement immediately.

8. Payment

8.1 Music Vine will notify The Partner of their unpaid affiliate earnings on a quarterly basis, with each notification being issued within 20 days following the end of the respective quarter of the calendar year, from the start of 2021.

8.2 At the point of each quarterly notification, if The Partner’s balance is greater than the threshold of $50 USD, Music Vine will provide The Partner with the opportunity to issue an invoice for their outstanding balance. Provided a valid invoice is received within 30 days of the initial notification, Music Vine will make the payment within 30 days of receipt of the invoice.

9. Creative Control

9.1 With the terms of this agreement withstanding, The Partner retains ultimate creative control of any Affiliate Content published featuring, promoting or crediting Uppbeat. However, as an affiliated brand, The Partner is obliged to present Uppbeat in a generally positive light.

10. Privacy

10.1 With exception to The Partner and Uppbeat disclosing where appropriate that they are affiliated with one another, both parties agree to keep all data, communications and information regarding one another and this Agreement completely confidential.

11. General

11.1 No one other than a party to this Agreement shall have any right to enforce any term of its terms.

11.2 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

11.3 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

11.4 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

Uppbeat Affiliate Program Agreement