1. Agreement

By completing this Soundboard Affiliate Program (Hereafter referred to as SAP) application form, you are agreeing to enter into a legal agreement with Harmonix Systems Ltd, which contains all of the terms and conditions below and governs your participation in the SAP. As used in the Agreement, "Soundboard", "we", "us" or "our" means Harmonix Systems Ltd Hereafter referred to as HSL), a UK company, with its principal place of business at 12 Norfolk Road, Southampton, SO15 5AS and "Applicant", "you", "your" and "yours" means you, the applicant. "Affiliate" means an applicant that has completed the application forms described above and that has been accepted by HSL into the Affiliate Program.

"Your Site" or “Affiliate Site” means the World Wide Web site that you specify in the application that is owned by you. The "Soundboard Site(s)" shall mean WWW.SOUNDBOARDUK.COM and other sites owned and operated by HSL.

The purpose of this Agreement is to allow HTML linking between Your Site and the Soundboard Site(s).

2. Statement of Investigation

You acknowledge that you have read this Agreement and agree to all of its terms and conditions. You acknowledge that you have independently evaluated the desirability of participating in the SAP and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

3. Application to the SAP

To begin the application process, you must submit a complete Affiliate Program application. HSL will evaluate your application in good faith and will notify you in a timely manner regarding acceptance or rejection of your application. Soundboard may reject your application if it determines (in its sole discretion) that Your Site is unsuitable for the SAP for any reason, including, but not limited to, if Your Site incorporates images or content that is in any way competitive, unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable. If Soundboard rejects your application, you may reapply at any time, and HSL will reconsider the application.

4. No Spamming: Promoting Soundboard or any of HSL products or services via unsolicited email is strictly prohibited, and affiliate agrees to not reference Soundboard in any way, shape, or form, in any email that Affiliate sends in which the recipient has not specifically asked to receive. In the case of mailings which are conducted by a third party on Affiliates behalf, Affiliate assumes full responsibility and is advised to perform due diligence to ensure that the mailing list is in fact 100% opt-in. Furthermore, Affiliate may not link to Soundboarduk.com from any URL that is promoted via unsolicited email.

Affiliate agrees that HSL will terminate this Agreement and withhold all referral fees due if Affiliate is found in violation of this policy.

5. Linking Your Site to Soundboard/Limited License Grant

As an Affiliate Site, we will make available to you banner advertisements, button links, or  text links to the Soundboard Site(s),containing HSL's, trademarks, service marks, tradenames, logo and words identifying Soundboarduk.com (the “Soundboard Marks”) (each of these advertisements and links referred to herein as "Links," or individually as a "Link"), which, subject to the terms and conditions hereof, you may display on Your Site.

In utilizing the Links, you agree that you will cooperate fully with HSL in order to establish and maintain such Links. All Affiliates shall display such links prominently throughout the Affiliate Site as approved by Soundboard in writing. A Link may only be modified and/or expanded with Soundboard’s prior written consent. Each Link connecting users of Your Site to Soundboard’s Site, will in no way alter the look, feel or functionality of Soundboard’s Site. HSL has the right in its sole discretion to monitor Your Site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.  You also agree that you will substitute such images with any new images provided by Soundboard from time to time throughout the term of this Agreement.  

Subject to the terms and conditions of this Agreement, HSL grants you a limited, non-exclusive, non-assignable, non-transferable, royalty-free license (without the right to sublicense) to (1) place Links on the Affiliate Site during the term of this Agreement; and (2) to use the Soundboard Marks as incorporated into the Links, for the sole purpose of linking to the Soundboard Site(s).

6.Ownership of Links and Soundboard Marks.

You acknowledge that all right, title and interest in the Links and the Soundboard Marks are exclusively owned by HSL, and that no right other than the limited license granted herein is provided to you. You shall not assert copyright, trademark or other intellectual property ownership or other proprietary rights in the Links or the Soundboard Marks or in any element, derivation, adaptation, variation or name thereof.

You agree that your use of the Links and the Soundboard Marks incorporated therein, inures to the benefit of HSL. All goodwill or reputation in the Links and the Soundboard Marks shall automatically vest in HSL when the Links are used by you pursuant to this Agreement. You shall not contest the validity of any of the Soundboard Marks or HSL's exclusive ownership of them. During the term of this Agreement, you shall not adopt, use, or register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any of the Soundboard Marks, or any word or mark confusingly similar to them in any jurisdiction.

Use of the Links and the Soundboard Marks is subject to Soundboard's Linking and Trademark Guidelines, which appear as Appendix A at the end of this Agreement. Soundboard may modify the Linking and Trademark Guidelines from time to time, and will take commercially reasonable steps to notify you of the modifications.

7. Referral Fees

Qualifying Services: Many products sold by HSL to customers originating from Affiliate's Referring Web Site or Referral URL -- and processed via Soundboard's online order forms, telephone or fax numbers, or mailing address -- qualify to earn Affiliate referral fees as described below. Soundboard reserves the right to reject any order that does not comply with Soundboard policy.

Referral Fee Amounts: Purchase of a Soundboard system by Affiliate's referred customers will earn Affiliate a referral fee equal to that stated in their registered campaign. Only Qualifying products for which HSL has received full payment will qualify for referral fees.

Affiliate understands that HSL monitors all affiliate registrations and orders, and agrees that HSL will terminate this Agreement and withhold all referral fees due if Affiliate is found in violation of this policy.

Referral Fee Payments: Soundboard will mail a referral fee payment in £ GBP for the applicable referral fees (less any taxes required to be withheld under applicable law) once the minimum referral balance has been reached.

We will hold any Referral Fee until after the 30 day satisfaction period, and any fee will be deducted from your balance if a referred system is returned for any reason within this time. An online statement of customer purchase activity is available to Affiliate at all times.

Only one referral code can be used per purchase. In the instance of the customer purchasing online this will be awarded to the last affiliate the customer linked through, over writing any previous affiliate's cookie.

In the instance of telephone orders only one code can be accepted at the discretion of the customer. This means an affiliate code cannot be used in conjunction with a special offer we may run directly through our newletters or through exhibiting at conferences etc.

Returns And Cancellations: If referral fee qualifying Services are returned or cancelled by Affiliate's customer, the corresponding referral fee(s) will be deducted from Affiliate's next referral fee payment.

Tax Reporting: Any customers who register with the www.soundboarduk.com will be deemed to be customers of HSL, and accordingly, all HSL rules, policies, and operating procedures will apply to those customers. We will determine the prices charged for the Soundboard systems provided to customers under this Affiliate Program in accordance with our own pricing policies. Soundboard, at its sole discretion, may change  its rules, policies, operating procedures, services offered, pricing and referral fees at any time without prior notice.

Soundboard reserves the right to withhold any Referral Fees if it determines, in its sole discretion, that any fraud of any kind has been committed by the Affiliate.

8. Publicity

9. Obligations Regarding Your Site

You are solely responsible for the development, operation, and maintenance of Your Site and for all materials and content that appear on Your Site. HSL will not be responsible for and disclaims all liability for any of the foregoing. You agree to indemnify and hold HSL harmless from all damages, claims, fees (including attorneys' fees), and expenses arising from or relating to the development, operation, or maintenance of Your Site and any content displayed on Your Site including but not limited to any claim that content displayed on Your Site infringes or misappropriates any intellectual property right of a third party.

10. Term of the Agreement

The term of this Agreement begins upon HSL’s acceptance of your application for the Affiliate Program, and ends when terminated by either party in accordance with this Agreement. Either you or Soundboard may terminate this Agreement at any time, for any reason or no reason, by giving the other party written notice of termination. Within 24 hours after termination (whether by you or HSL), you must remove the Soundboard Links and any other Soundboard Marks from Your Site and you must destroy or erase from computer memory or any other storage device any items you might have that contain Soundboard Links, Soundboard Marks or Soundboard Confidential Information (as defined herein).. HSL will pay you any commissions you might have earned before termination 45 days after the end of the calendar quarter in which this Agreement has been terminated.

11. Modification

HSL may modify any of the terms and conditions contained in this Agreement and will notify you of the modification. via email, and a change notice will be posted on the Soundboard Site from which you retrieve the reports or other information made available by HSL. If a modification is unacceptable, you may terminate this Agreement by giving notice of termination to HSL and following the procedures in Section 10 (Term of Agreement). If you do not give HSL notice of termination in accordance with Section 10  continue to display the Links on Your Site, then you will be deemed to have accepted the modifications.

12. Relationship of the Parties

You and HSL are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and HSL. You understand that you do not have authority to make or accept any offers or make any representations on behalf of HSL, or it’s product or services. You may not make any statement, whether on Your Site or otherwise, that would contradict anything in this section.

13. Confidentiality

During the term of this Agreement, you may have access to certain Confidential Information (as defined below) of Soundboard products. You agree (i)not to disclose any Confidential Information to any third parties (other than your employees and/or consultants reasonably requiring such Confidential Information for purposes of this Agreement who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without the express prior written consent of HSL, (ii) not to use any Confidential Information for any purposes except carrying out your rights and responsibilities under this Agreement, and (iii) to keep the Confidential Information confidential using the same degree of care you use to protect your own confidential information, as long as you use at least reasonable care. For purposes of this Agreement, "Confidential Information" means, any and all information in written, representational, electronic or other form relating directly or indirectly to the present or potential business, operation or financial condition of Soundboard (including, but not limited to, marketing plans, customer and supplier lists and product data) excluding any such information which at the relevant time (i) is known to the public (through no act or omission of the Affiliate in violation of this Agreement), (ii) is lawfully acquired by the Affiliate from an independent source having no obligation to HSL to maintain the confidentiality of such information or (iii) was known to the Affiliate prior to its disclosure under this Agreement.

14. Disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, HSL MAKES NO, AND EXPRESSLY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE AFFILIATE PROGRAM, THE LINKS, TRADEMARKS, THE SOUNDBOARD SITES, THE SOUNDBOARD PRODUCTS, AND ANY OTHER SERVICE PROVIDED BY HSL HEREUNDER, AND ANY OTHER SERVICE, CONTENT, TOOLS, OR RELATED DOCUMENTS OR MATERIALS (IN ELECTRONIC FORM OR OTHERWISE) PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE OR TRADE USAGE. HSL EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, AVAILABILITY, FUNCTIONALITY, OR ANY OTHER ASPECT OF THE SOUNDBOARD SITE.

You understand that the operation and/or use of the Links or the SoundboardSite(s) may not be uninterrupted or error free, and may have errors or omissions. You agree that Soundboard will not be liable for any interruptions or errors in using the Links.

15. Limitation of Liability

HSL WILL NOT BE LIABLE FOR LOST PROFITS, LOST BUSINESS OPPORTUNITIES OR ANY OTHER INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE LINKS, THE SOUNDBOARD PRODUCTS OR HSL'S AFFILIATE PROGRAM, EVEN IF HSL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING LOSS OF DATA OR LOSS OR INTERRUPTION OF SERVICES OR COMMUNICATIONS. FURTHER, HSL'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT OF THE TOTAL REFERRAL  FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT.

16. Miscellaneous Provisions

This Agreement will be governed by the laws of the United Kingdom, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the county courts located in the United Kingdom and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

This Agreement and the Appendix attached hereto is the entire agreement between you and HSL with respect to the Soundboard Affiliate Program. You may not assign this Agreement, by operation or law or otherwise, without HSL's prior written consent. This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective permitted successors and permitted assigns. HSL’s failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of Soundboard's right to subsequently enforce those provisions, or any other provisions of this Agreement. The parties acknowledge that if Section 5 or 14 is breached, money damages will not be an adequate remedy and HSL may, in addition to any other legal or equitable remedies, seek an injunction or similar equitable relief against such breach or threatened breach without the necessity of posting any bond. In the event that any provision of this Agreement shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination shall affect only the portion of such provision determined to be invalid, unenforceable or void, and shall not affect in any way the remainder of such provision or any other provision of this Agreement.  You and HSL agree to negotiate in good faith or to permit a court or arbitrator to replace any provision of this Agreement held invalid, unenforceable or illegal with a valid provision that is as similar as possible in substance to the invalid, unenforceable or illegal provision.  In no event shall HSL have any liability for any delayed performance or nonperformance by Soundboard products which results, in whole or in part, directly or indirectly, from any cause beyond the reasonable control of HSL. The provisions Sections 5, 9, 10, 13, 14, 15  and this Section 16 shall survive termination or expiration of the Agreement.

17. Sub-affiliate registration

Should Affiliate choose to optionally introduce others to the Soundboard Affiliate Program, Affiliate will also earn five percent (5%) of the purchase price of the Service paid by Affiliate's Sub-Affiliates' referred customers.

Definition Of Sub-Affiliates: A Sub-Affiliate is defined as a third party that is in no way related to Affiliate, either personally or commercially. Affiliate is not permitted to register for the Soundboard Affiliate Program more than once, and any attempt to artificially inflate Affiliate's referral fees will be grounds for immediate termination of this Agreement.