pulse funding affiliate programme supplemental terms and conditions

1. Scope
1.1 These supplemental terms (“the Supplemental Terms”) supplement and (unless expressly stated otherwise) incorporate the terms and conditions of our website set out [hyperlink] (“the General Terms”) in respect of your participation as a member of the Nuuradio Pulse Funding Programme. These Supplemental Terms apply only our respective obligations under the Pulse Funding Programme set out in this document. Any other products and services supplied by us to you subject to the General Terms and any other applicable documents referenced within those General Terms.
1.2 The additional definitions set out in these Supplemental Terms shall apply in these Supplemental Terms. Any defined terms in the General Terms will have the same meaning in these Supplemental Terms unless stated otherwise. In the case of a conflict or ambiguity between (i) these Supplemental Terms and (ii) the General Terms, then a term contained in a document higher in the list shall have priority over one contained in a document lower in the list.
1.3 By using the Pulse Funding Programme functionality of the website, you accept these Supplemental Terms in full; accordingly, if you disagree with these Supplemental Terms or any part of Supplemental Terms, you must not subscribe to the Pulse Funding Programme.

2. Contract Formation
2.1 To participate in the Pulse Funding Programme, you must provide us with the additional information that we require during the sign-up procedure.

3. Our obligations
3.1 In these terms and conditions, “Referred User” means a user who has clicked through to our website from your affiliate web links. “your affiliate web links” means the web pages of your website that provide a hyperlink directly to one or more of the Landing Pages described below or other pages of our website. “Transactions” mean a purchase of any paid membership subscription products offered for sale on our website by a Referred User who has clicked through directly to our website from your affiliate web links where that purchase is completed within 60 days from the date of the first time they click through to our website.
3.2 We shall create, operate and maintain landing pages that a Referred User will land on when clicking through to our website from your affiliate web links (“Landing Page”).
3.3 We shall be permitted to use your logo and branding for the purposes of clause 3.1. You will be permitted to use logo and branding for the purposes of creating your affiliate web links and will follow any written guidelines and instructions (“Brand Guidelines”) we provide to you relating to our logo and branding from time to time.
3.4 We shall provide you with one or more uniform resource locators (URLs) to link from your affiliate web links to the Landing Pages.
3.5 We shall provide to Referred Users clicking through directly from your affiliate web links access to and use of our website in accordance with our standards terms of use and other terms and conditions, policies and procedures from time to time.
3.6 We will provide you with a report on a real-time basis (with a delay of no more than 24 hours) setting out for the month concerned the total number of:
3.6.1 occasions when a Referred User has clicked directly through to our website from your affiliate web links;
3.6.2 Referred Users who have registered on our website after clicking directly through to it from your affiliate web links; and
3.6.3 Transactions, together with a statement setting out the amounts due to you calculated in accordance with clause 5 below.
3.7 We may at any time or times without notice to you:
3.7.1 change the name of our website; or
3.7.2 target our website at potential customers in such additional country or countries as it chooses.
3.8 This agreement is non-exclusive and does not prevent or restrict us from entering into similar or different agreements with third parties.

4. Your obligations
4.1 You shall use all reasonable commercial efforts to market and promote our website and the products and services available for sale on it so as to generate the maximum number of Transactions.
4.2 You shall be responsible for developing, operating and maintaining your website and for all materials that appear on it. In particular, but without limiting the generality of the foregoing, you shall be responsible for:
4.2.1 the proper functioning and maintenance of all hyperlinks to our website and integrating them into your site to properly enable sales tracking, and we will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you; and
4.2.2 compliance with the Brand Guidelines.
4.3 You shall provide us with all co-operation in relation to Pulse Funding Programme (and all access to such information as may we may require) as is necessary for the proper performance of our obligations under this agreement.
4.4 You acknowledge and agree that you have no authority to legally bind us in relation to Referred Users, other users or anyone else and that you have not been appointed by us and are not our agent for any purpose. You agree that you will not make to anyone any representation or commitment about us, our website or any of the products or services available to be bought on our website.
4.5 You shall comply with all applicable laws and regulations with respect to your activities under this agreement and to your business.
4.6 In the event of any delays in your provision of assistance as agreed by the parties, we may adjust any dates for performance or delivery provided to you as reasonably necessary.

5. Charges and Payment
5.1 In these terms and conditions, “Net Revenue” means in respect of each Transaction, the gross revenue received by us for that Transaction, inclusive of VAT and any other tax, and after deduction of any rebate, allowance, credit or other adjustment granted or allowed in relation to that Transaction and any service fees or fulfilment or other charges (including in relation to credit cards) paid or payable by us to any third party (other than to you) in relation to that Transaction.
5.2 We will in each calendar month of this agreement, pay you commission in respect of Net Revenue for each Transaction at, subject to clause 5.3, the commission rate indicated on the applicable pages of the website.
5.3 You agree that, in the event that the commissions due to you in any month is more than £1,000 per month (Revenue Cap), then we shall pay the amount of such Revenue Cap instead of the commissions for that month.
5.4 Commission is payable on a receipts, not accruals, basis so if we receive no revenue on any Transaction, no commission is payable.
5.5 Commission is only payable during the period you are participating in the Pulse Funding Programme in accordance with these Supplemental Terms. No commissions shall be payable after the cancellation of your account or the cancellation of your access to the Pulse Funding Programme, regardless of whether such commissions relate to Transactions concluded before the cancellation of your access to the Pulse Funding Programme.
5.6 You acknowledge and agree that no payments are due to you under the Pulse Funding Programme otherwise than as expressly set out in these Supplemental Terms.
5.7 All sums payable under this agreement are inclusive of VAT. You shall at all times pay any income tax, VAT and other contributions required by law to be paid in relation to the provision of the services contemplated by the Pulse Funding Programme and/or receipt by it of the commissions (including any interest or penalties imposed in respect of such payments).
5.8 You shall notify the Company of any change in its contact or address details and shall duly complete all relevant forms requiring completion by any taxation or other government authority in relation to its activities under this agreement.
5.9 The report that we make available to you under clause 3.6 shall include a statement of the amounts due from us to you for Transactions in the month to which the report relates. Except in the case of manifest error, we shall pay you the amount thereby shown in arrear on last business day of the calendar month.
5.10 In the event that the total monthly fees payable by us to you under clause 5.7 for calendar month is less than £25, we shall not be required to remit any payment to you until such time as the fees in respect of a calendar month period exceed £25.

6. Intellectual Property Rights
For the period that you are a participant in the Pulse Funding Programme, we each grant each other a limited non-exclusive, non-transferable, royalty-free license to use to use each other’s logos, trademarks and branding on our respective sites solely as is reasonably necessary to perform our obligations set out in these Supplemental Terms.

7. Warranties and Indemnity
7.1 You warrant and represent to us that none of the affiliate web links shall contain content which is illegal, which discriminates on the grounds of race, religion, gender, sexuality or otherwise or which depicts violence or sexual force
7.2 You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your participation in the Pulse Funding Programme or any breach by you of any provision of these Supplemental Terms.

8. Limitation of Liability
8.1 Nothing in these Supplemental Terms will:
8.1.1 limit or exclude any liability for death or personal injury resulting from negligence;
8.1.2 limit or exclude any liability for fraud or fraudulent misrepresentation;
8.1.3 limit any liabilities in any way that is not permitted under applicable law; or
8.1.4 exclude any liabilities that may not be excluded under applicable law.
8.2 The limitations and exclusions of liability set out in this Section 15 and elsewhere in these Supplemental Terms:
8.2.1 are subject to Section 7.1; and
8.2.2 govern all liabilities arising under the Pulse Funding Programme or relating to the subject matter of these Supplemental Terms, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.
8.3 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.
8.4 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill or reputation.
8.5 We will not be liable to you in respect of any loss or corruption of any data, database or software.
8.6 We will not be liable to you in respect of any special, indirect or consequential loss or damage.
8.7 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).
8.8 Our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited the amount of commissions we have paid you under the Pulse Funding Programme during the 12 months preceding the date on which the claim arose (or if the event giving rise to the loss occurs during the first twelve (12) months of your participation of the Pulse Funding Programme, the amount of commissions paid by us to you during that period.

9. Changes to these Supplemental Terms
9.1 We may revise these Supplemental Terms from time to time.
9.2 The revised Supplemental Terms shall apply to your participation in the Pulse Funding Programme from the date of publication of the revised Supplemental Terms on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these Supplemental Terms. When we vary our General Terms then any such varied General Terms shall be deemed to be incorporated into these Supplemental Terms with effect from the date when the variation is effective in accordance with the General Terms.
9.3 If you have given your express agreement to these Supplemental Terms, we will ask for your express agreement to any revision of these Supplemental Terms; and if you do not give your express agreement to the revised Supplemental Terms within such period as we may specify, we will cancel your participation of the Pulse Funding Programme, and you must stop using that aspect of the website.

10. No Partnership
Nothing in these Supplemental Terms is intended to or shall operate to create a partnership or employer/employee relationship between us, or authorise either of us to act as agent for the other, and neither of us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).