Affiliate Terms & Conditions
Shamanic Heart Medicine Affiliate Program Agreement
Last Modified: 23rd September, 2021
PLEASE READ THIS MARKETING AFFILIATE PROGRAM AGREEMENT CAREFULLY.
This is a contract between you (the “Affiliate”) and us (“Shamanic Heart Medicine”). 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 Affiliate Program Agreement applies to your participation in our 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 Tool will let you know via email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.
“Shamanic Heart Medicine Affiliate” means a company owned, operated or controlled by Shamanic Heart Medicine.
“Shamanic Heart Medicine 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 Tool.
“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.
“Affiliate Tool” means the Affiliate Dashboard via Shamanic Heart Medicine website that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.
“Agreement” means this Shamanic Heart Medicine Affiliate Program Agreement and all materials referred or linked to in here.
“Commission” means an amount described in the Affiliate Tool for each Customer Transaction.
“Customer” means the authorised actual customer of the Shamanic Heart Medicine Products who has purchased products after being an Affiliate Lead.
“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.
“Customer Data” means all information that Customer submits or collects via Shamanic Heart Medicine Product Purchases and all materials that Customer provides or posts, uploads, inputs or submits for public display through Shamanic Heart Medicine Product purchase and use.
“Shamanic Heart Medicine Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
“Shamanic Heart Medicine Products” means both the Subscription Service and Other Products.
“Program Policies Link” means the landing Affiliate Dashboard accessible when you are logged in, where we will provide all the up to date guidelines and policies for the Affiliate Program.
“We”, “us”, “our”, and “Shamanic Heart Medicine” means Shamanic Heart Medicine Pty Ltd .
“You” and “Affiliate” means the party, other than Shamanic Heart Medicine, entering into this Agreement and participating in the Affiliate Program.
1. The Affiliate acknowledges and recognises the highly competitive nature of the businesses of Shamanic Heart Medicine and its affiliates and accordingly agrees as follows:
(i) During your time as Affiliate with us you will not:
(A) engage in any Competitive Activity or
(B) induce or attempt to induce customers, business relations or accounts of the Shamanic Heart Medicine or any of its affiliates to relinquish their Affiliations or relationships with us or any of our affiliates
Once you complete the online registration 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 before we accept your application.
If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.
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.
You will comply with the terms and conditions of this Agreement at all times.
- Affiliate Program Limits. Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Tool 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 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 the Customer’s relationship with us is determined by the date of the first purchase by the Customer and you will receive a Commission payment for that Customer Transaction only, regardless of any additional or ongoing purchases made by that customer not using your Affiliate Link. The Affiliate will not be entitled to receive Commission on any additional purchases of Shamanic Heart Medicine Products by that same Customer if Affiliate Link is not used.
- 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 must have occurred.
- 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 Shamanic Heart Medicine. 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 or sixty (60) days 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 a Product within the time period described on the Affiliate Tool 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. iii) Affiliates only keep their commission if the product isn’t returned or the service isn’t cancelled within 30 days of receipt of purchase.
- 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 Shamanic Heart Medicine and an Affiliate Lead will be at Shamanic Heart Medicine’s discretion.
- 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 Registration Form); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (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.
- Commission Payment. We or the Affiliate Tool will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion). Affiliates only keep their commission if the product isn’t returned or the service isn’t cancelled within 30 days.
- 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.
- Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool.
Training and Support
We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.
You grant to us a nonexclusive, nontransferable, 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 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 Affiliate Program and this Agreement; (iii) comply with our style guide and Trademark Usage Guidelines; 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 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.
- Shamanic Heart Medicine’s Proprietary Rights. No license to any software is granted by this Agreement. The Shamanic Heart Medicine Products belong to and are the property of us or our licensors (if any). We retain all ownership rights to Shamanic Heart Medicine Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on Shamanic Heart Medicine Content, or Shamanic Heart Medicine Products in whole or in part, by any means, except as expressly authorised in writing by us. If you wish to use Shamanic Heart Medicine Content, you must comply with our Content Usage Guidelines. Shamanic Heart Medicine 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 Shamanic Heart Medicine 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 Shamanic Heart Medicine 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 Shamanic Heart Medicine Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.
Opt Out and Unsubscribing
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 opt out, 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 effective immediately and without cause.
- Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement.
- Termination for Cause. We may terminate this Agreement: 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 the related payment by the Customer Transaction is recognised 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. We will not pay you fees on Customer Transactions recognised 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 the Affiliate Tool 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.
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 Shamanic Heart Medicine 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 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 a Shamanic Heart Medicine Affiliate on any website(s)/social media outlets you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites, domains and social media accounts 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 Shamanic Heart Medicine 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) and 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.
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 noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, 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 defence 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 defence 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.
- 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 by email. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. 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.
- 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.
- 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.
- 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.
- 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, Shamanic Heart Medicine Products, our trademarks, or any other property or right of ours.
- Sales by Shamanic Heart Medicine. This Agreement shall in no way limit our right to sell Shamanic Heart Medicine 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.