Definitions:

“Company”, “Uppbeat”, “us”, “our”, “we”, or “Music Vine” refer to Music Vine Limited.
“The Partner” or “The Affiliate” refers to the partner program participant for the purposes of this agreement.
“The Program”, “The Affiliate Program” “The Scheme” or “The Partner Program” refers to Uppbeat’s partner program.
“Affiliate Tool” refers to the tool/software that we make available to you upon your acceptance into the Partner Program and for you to use in order to participate in the Partner Program.
“Affiliate link”, “tracking link” or “sharing link” refers to the link provided by The Program that can be shared in order to track referrals to Uppbeat.
“Affiliate lead” or “referred customer” refers to customer(s) referred to Uppbeat via the Partner’s Affiliate Link.
“Your Website” refers to your social channels or anywhere material will be shared featuring the Affiliate link or Uppbeat’s provided materials.
“Data Protection Legislation”: in each case to the extent applicable to the parties and as amended, superseded or updated from time to time: (i) the retained EU law version of GDPR as it forms part of the law of England and Wales, by virtue of the European (Withdrawal) Act 2018, as modified by Schedule 1 to the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019; (ii) the Data Protection Act 2018; (iii) the Privacy and Electronic Communications (EC Directive) Regulations 2003; and (iv) any other applicable data protection and privacy laws;
“Intellectual Property Materials”: all products, prototypes, records, reports, documents, materials, papers, drawings, models, designs, formulae, transparencies, photos, graphics, logos, typographical arrangements, text, software, processes, data, databases, technical, commercial or confidential information, and all other materials in whatever form, including but not limited to hard copy and electronic form, created or prepared by the affiliate to promote the Company while participating in the Program which, in any case, Intellectual Property Rights subsist;

This Partner Program Agreement (“Agreement”) is between Music Vine Limited (“Company” or “we” or “our”) and you (the “Partner”). It describes how we will work together and other aspects of our business relationship.

This Partner Program Agreement applies to your participation in our Partner Program (the “Partner Program”). You must agree to these terms in order to participate in our Partner Program.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Partner Program changes, ends, or becomes part of an existing program. If we update or replace the terms we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

1. 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.

2. Partner Acceptance

Once you obtain your Affiliate Link to become a Partner, we may reach out to you requesting more information. We reserve the right to reject any participation in The Program. We may require that you complete certain requirements or certification(s) before we accept you into the Program.

Upon obtaining your sharing link as part of the Program, 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 enrollment criteria set out in the Program Policies Page or by the Affiliate Tool, if applicable. Failure to complete any enrollment 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 Partner Program.

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

3. Customer Transactions

3.1. Partner Program Limits. Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Tool (or if applicable, in the Program Policies) 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 Tool (or if applicable, in the Program Policies) for each new Customer who completes an applicable customer transaction after clicking on an Affiliate Link made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The start of the Customer’s subscription is determined by the date of the first purchase or sign up (as applicable) of the service by the Customer and you will receive a Commission payment for eligible subsequent subscription payments as described in the Affiliate Tool (or if applicable, in the Program Policies).

The Partner may not be entitled to receive Commission on any additional purchases of Company Products by that same Customer.

4. 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 successful customer transaction must have occurred, (iii) a Customer must remain a customer during the locking period in the Affiliate Too, and (iv) the Partner must be eligible for Commission by registering with and completing all onboarding steps with the Affiliate Tool. 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 Kingdom 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 our Partners; (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 Partner Program Policies that we make available to you, misuse of the Partnership service tool or by any other means that we deem to breach the spirit of the Partner Program, (v) the Customer participates in any of our partner programs, or (vi) you have not completed the onboarding process with the Affiliate Tool. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time. Partners will not receive commission payments for referrals which occurred before they successfully registered with the Affiliate Tool and completed the required onboarding process.

4.1. Eligibility; Requirements. In order to be eligible for appointment as a Partner under this Agreement you must (i) not be a competitor of the Company or any of its affiliates, (ii) be at least 18 years of age, and (iii) As a Partner under this Agreement, you hereby represent, warrant, and covenant that you will meet the following requirements: (a) use commercially reasonable efforts to promote and market the Company in accordance with the terms of this Agreements; (b) conduct business in a competent and professional manner that reflects favorably at all times on the Company, the Company’s Services, the goodwill and reputation of the Company, and on the Company generally; (c) avoid deceptive, misleading, and unethical practices; (d) not make any false, misleading, or unauthorized representations, warranties, or guarantees with respect to the Company or its Services; (e) comply with all applicable laws (foreign and domestic) and obtain all necessary registrations and approvals required for the performance of your obligations hereunder; and (f) remain current with all Partner Certification requirements as required.

5. Authority. Partner has no authority to distribute or resell the Company services or to make any commitments or agreements, or incur any liabilities whatsoever, on behalf of the Company. Except to the extent expressly set forth in the Company marketing materials, service descriptions, documentation, or other collateral provided to you by the Company hereunder expressly for the purpose of performing the Referral Activities (collectively, “Company Materials”), Partner shall not make or provide any representations or warranties to any leads or any other third party with respect to the Company or the Company Services. Partner shall be solely responsible for all representations and warranties it makes regarding the Company or the Company Services that are unauthorized or inconsistent with the Company Materials.

6. Acceptance and Validity. You will only be eligible for a Commission payment for any customer transactions that derived from eligible Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by the Company. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process, (iii) the Partner is eligible within The Program to earn commission, and (iv) the Partner has completed all required onboarding steps within the Affiliate Tool. 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 Tool (or if applicable, in the Program Policies) of their last 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 its last click on the Affiliate Link is after this Agreement has expired or terminated.

7. 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 the Company and an Affiliate Lead will be at the Company’s discretion.

8. License. Subject to the Partner’s compliance with all terms of this Agreement, The Company hereby grants to the Partner a revocable, non-transferable, worldwide, non-exclusive license during participation in the Partner Program to market, promote, display a link specifically assigned to the Partner by the Company (whether in the form of text, or a logo or other graphic) (the “Partner Link”), which will link to your Partner URL, to be utilized in a manner consistent with Company’s trademark policies promulgated from time to time. The Company grants no rights under this Agreement to Partner to sublicense, resell, or otherwise distribute to customers or third parties or for subsequent sublicensing, resale, or other distribution to end users or other distributors.

9. The Intellectual Property Rights. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to Your Website. You must have express permission to use any person’s or any business’s or entity’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s, business’s, or entity’s copyrighted material or other intellectual property in violation of the law or any third-party rights.

In all content, documents and information and any and all improvements and products, systems and developments made or developed by the Partner during the course of the Partner Program, shall vest in and belong to and be the absolute property of the Partner, unless otherwise agreed with the Company. The Company maintains the ability to feature the Partner’s content if desired on our site or social media (with prior consent from the Partner).

The affiliate undertakes at any time either during or after the Term, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Company, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Company and to defend the Company against claims that works embodying Intellectual Property Rights infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Intellectual Property Materials.

The Partner will indemnify and keep indemnified and hold harmless the Company from and against any losses, damages, liability, costs (including legal fees) and expenses incurred by the Company as a result of or in connection with any action, demand or claim that any of the Intellectual Property Rights provided under this Agreement infringe the Intellectual Property Rights of any third party.

All content created and all intellectual property resulting from such content created on behalf of third parties and on behalf of the Partner, whether created before, during, or after the Agreement Term herein, shall vest in and remain the sole property of the Partner or the third party, unless separately agreed with the Company. The Company shall have no interest or claim in any such intellectual property, nor shall the Company receive a licence to the intellectual property without an additional agreement signed by both parties herein.

You will not modify the graphic images or text provided to you by the Company (whether directly or via the Affiliate Tool) in any way. All of our rights in the images and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. We may revoke any licenses or other rights referenced in this Agreement at any time for any reason.

10. Commission and Payment. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions and the requirements of the Affiliate Tool, (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you and (v) be eligible within The Program and Partner Tool to earn commission.

11. Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in this agreement 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 the Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in this agreement , 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. Commission payments will not be made if the Partner has not successfully registered with the Affiliate Tool.

12. Third party payment processors. The Company may utilize third party payment processors or service providers (collectively, “Payment Processors”) in order to facilitate payments under the Company Partner Program. Partner is solely responsible for providing and maintaining with the Company and the Payment Processor(s), its current contact information and address for receipt of payments under this Agreement. The Company will have no liability for, and will not resend, payments returned due to incorrect payment addresses.

13. Data Protection

The Company will collect and process information relating to the Partner and their referrals in accordance with the privacy policy which is available at

https://musicvine.com/privacy-and-cookie-policy

and https://uppbeat.io/privacy-and-cookie-policy

The Partner and the Company acknowledge that for the purposes of the Data Protection Legislation, the Partner is the controller and the affiliate is the processor. The partner and the Company will comply with the Data Protection Legislation.

14. Taxes. You are responsible for payment of all taxes and fees (including bank fees) 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.

15. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool.

16. Training and Support. We may make available to you, without charge, various webinars and other resources made available as part of our Partner 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 Partner Program benefits or offerings at any time without notice.

17. Quality Control. Any uses by Partners of the Company's services, Company Marks, or Company marketing materials shall conform to all standards set by the Company from time to time, and not be sold, used, distributed, or disclosed by Partner unless approved by Company. Partner acknowledges and agrees that this Section constitutes a material term of this Agreement.

18. Trademarks. During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Tool, 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 Partner Program and this Agreement; and (iii) 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 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 (iv) use our trademark in any way not permitted in our User Agreement (https://uppbeat.io/user-agreement).

19. Proprietary Rights. No license to any software is granted by this Agreement. The Company’s Services are protected by Intellectual Property Laws. The Partner acknowledges and agrees that the Company maintains exclusive ownership of the Services, Company Trademarks, and Company marketing materials, including all derivative works, updates, or modifications thereto, and all copies and all portions thereof. All goodwill arising with respect to the use of the Services, Company Trademarks, and Company marketing materials shall insure to Company’s exclusive benefit. Partner will not attack, question, or contest the validity of Company’s ownership of Company Intellectual Property Rights, both during the Term and thereafter. Partner will not remove, alter, or conceal any Company copyright or other proprietary notice displayed on the Services, Company Trademarks, or Company marketing materials. Partner shall not use any language or display Company Intellectual Property Rights in such a way as to create the impression that Company Intellectual Property Rights belong to the Partner.

We encourage all customers and Partners to comment on the Company products or services, 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 Company products, without payment to you unless there has been a prior agreement to that effect.

20. Confidentiality Definition of Confidential Information. For this Agreement, “Confidential Information” means all data and information whether in written, machine readable, or other tangible form, or disclosed orally, and whether disclosed before, on, or after the effective date, that is communicated by either party to the other party. A party disclosing information is a Disclosing Party. A party receiving information is a Receiving Party. Confidential Information shall include, but not be limited to, information relating to the Disclosing Party’s assets, properties, personnel, customers, suppliers, products, technology, services, facilities, current or proposed business plans, marketing and roll-out plans, distribution channels, financial information, prices, trade secrets, know-how, formulae, processes, data, drawings, proprietary information, and any other non-public information which concerns the business and operations of the Disclosing Party or its affiliates, whether marked or otherwise labelled as confidential. The term “Affiliate” shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with either party.

21. Term and Termination

21.1. Term. This Agreement will apply for as long as you participate in the Partner Program, until terminated.

21.2. Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.

21.3. 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.

21.4. 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, (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, or (vi) immediately, if we determine that you have broken the terms of this agreement or Uppbeat’s user agreement

21.5. 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 the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. 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 the Affiliate Tool that we make available to you for your participation in the Partner 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.

21.6. Trademark use. Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Partner 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.

22. Partner Representations and Warranties. You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Partner Program and to provision the Company with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Partner Program will not conflict with any of your existing agreements or arrangements.

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 Partner Program (for example, by clearly stating you are a Company Partner on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool 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 Company’s own advertising and you will not engage in any SEO-based activity that could cause your site(s) to compete against the Company’s own SEO activity, 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 Company 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, lframes, or hidden frames), or offering incentives to encourage purchases or signups.

22.1. General Advertising Restrictions: You represent and warrant that Your Website(s), social media posts, and any other advertising materials will not:

Infringe on our or anyone else’s intellectual property, publicity, privacy or other rights.
Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, offensive, or contains nudity, pornography, or sexually explicit materials.
Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate payments from another website. This includes toolbars, browser plug-ins, extensions, and add-ons.
It’s also agreed that the Uppbeat brand will not be included in any prohibited content or distributed in a prohibited manner as outlined in our User Agreement: https://uppbeat.io/user-agreement.

You also agree not to promote, advocate, facilitate or otherwise include any of the following in Content associated with Uppbeat: 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.

23. 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 Partner Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Partner 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 of such 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.

24. Disclaimers; Limitations of Liability. NEITHER PARTY, NOR ITS RESPECTIVE OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, INSURERS, LICENSORS, AND SERVICE PROVIDERS, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY, WARRANTY, AND NEGLIGENCE, AND WHETHER OR NOT SUCH PERSON WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. COMPANY’S AGGREGATE LIABILITY TO PARTNER UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF PARTNER COMMISSION OWED TO PARTNER WITHIN THE LAST TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE CLAIM(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO THE DEFENSE AND INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS AGREEMENT OR FOR ANY BREACH OF OWNERSHIP OR CONFIDENTIALITY.

Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT EITHER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

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.

25. General

25.1. 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 Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool 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.

25.2. Applicable Law. This Agreement shall be governed by the laws of the jurisdiction in which the Company has its principal place of business at the time any dispute arises, 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 state and federal courts in the jurisdiction in which the Company has its principal place of business at the time any dispute arises.

25.3. 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.

25.4. 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. Partner has no authority to make or accept any offers or representations on our behalf. Partner will not make any statement, whether on its sites or otherwise, that reasonably would contradict the foregoing.

25.5. Disclosure of Partner Relationship. It is the sole responsibility of the Partner to disclose the nature of its referral/partnership relationship with the Company to any leads or customers, and Partner shall indemnify and hold harmless the Company against any liability arising from Partner’s lack of disclosure to an actual or potential customer.

25.6. 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 the United States and any other relevant local export laws and regulations may apply to the Company Products. You will comply with the sanctions programs administered by the relevant trading authority.You will not directly or indirectly export, re-export, or transfer the Company Products to prohibited countries or individuals or permit use of the Company Products by prohibited countries or individuals.

25.7. 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.

25.8. 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 Music Vine Limited : Tailors Corner, Thirsk Row, Leeds LS1 4DP United Kingdom 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.

25.9. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, including, without limitation, the terms of any purchase order. No amendment to or modification of this Agreement will be binding unless agreed to in writing and signed by a duly authorized representative of both parties. This Agreement will be interpreted in accordance with its terms and without any strict construction in favor of or against either party.

25.10. 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.

25.11. 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.

25.12. Program Policies Page. We may change the Program Policies from time to time. Your participation in the Partner Program is subject to the Program Policies, which are incorporated herein by reference.

25.13. 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 Company Products, our trademarks, or any other property or right of ours.

25.14. 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.

25.15. 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’.

25.16. Impersonation. You agree not to share material that impersonates any person or entity, including Music Vine and Uppbeat.

25.17. Anti-Bribery and Modern Slavery. Each party shall comply with the Bribery Act 2010, the Modern Slavery Act 2015 and the Criminal Finances Act 2017 and not do, or omit to do, any act that will cause the other to be in breach of the Bribery Act 2010, the Modern Slavery Act 2015 or the Criminal Finances Act 2017.

Partner Program Terms & Conditions