Unison Affiliate Agreement

Unison may offer you an opportunity to become an independent Unison Affiliate (“Affiliate”), wherein you have the opportunity to earn additional money for Unison products and that you sell. Unison reserves the sole and exclusive right to determine the amount of remuneration each Affiliate will receive in exchange for the Affiliate’s efforts.  Affiliate commission is further discussed herein. See also Unison Terms of Use, which apply to you in your role as Affiliate, unless otherwise expressly provided for.  

This Affiliate Agreement (“Agreement”) governs Your application for, and any subsequent participation in, Unison’ Affiliate program. By clicking “I Accept the Terms and Conditions” and submit, You thereby accept the terms of this Agreement, You indicate that You have read and understood this Agreement, and agree that You are bound by its terms.

SECTION 1 - PARTIES  All references to “Unison” herein means and refers to Unison Audio Inc.  All references to “You” and “Your” mean and refer to the person or entity who has executed this Agreement.  Unison and You are each referred to herein as a “Party,” and collectively as the “Parties.” You agree to notify us in writing if the legal name of your business or account ownership changes within twenty-four (24) hours of such change and You certify that all such information is truthful and accurate. Notice of such changes should be sent to [email protected]

SECTION 2 - APPLICATION  You agree to provide all information requested by Unison in connection with Your Affiliate application, and You affirm that all information that You provide is truthful and accurate. You understand and agree that Unison retains sole and exclusive discretion to determine whether You qualify for participation in Unison’ Affiliate program. Not everyone who applies for Unison’ Affiliate program will qualify to participate.
 
SECTION 3 - CONSENT TO BE CONTACTED  You expressly consent to be contacted at the email addressYou provide in Your application about Your application and the Affiliate program. This consent is a material condition of this Agreement and may not be revoked except in writing by both Parties.

SECTION 4 - COMPENSATION   If Your application to become an Affiliate is approved by Unison, You will receive a unique Affiliate ID. The Affiliate ID will be incorporated within each URL which You will use to advertise Unison. You will have the opportunity to receive a commission for each sale (“Sale”) that is registered using Your Affiliate ID.

In the event that a prospect (“Prospect”) has multiple Affiliate cookies (“Cookies”), the most recently-acquired Cookie will determine which Affiliate is credited with a Sale.

You will be paid a commission for each Sold Product that generates a payment to Unison (“Commission”). Except as otherwise provided herein, Commission payments will be paid on the 1st and 15th of each month following Unison’ receipt of payment for a Sold Product, subject to the other terms of this Agreement.  In the event the 1st or 15th of each month falls on a holiday, Commission payments will be paid on the business day preceding the holiday. All Commission payments are based on the amount of fees received by Unison, less sales taxes.

The amount of Commissions are as follows:

Initial sale commission 50%
Lifetime commission for referred customers 10%
Recurring subscription commission 25%

Artist Series Packs commission 25%
The following products and services currently do not give commission and are not listed on affiliate promotion pages:

Unison Rent-To-Own plans
Unison Payment Plans

All Commissions are paid in U.S. Dollars (USD) or otherwise in currencies offered by the payment provider.  Some payment methods may incur processing fees that may be deducted from Your Commissions payment. Your combined Commission and Legacy Bonus must equal or exceed Fifty and 00/100 Dollars ($50.00) (USD) before You receive a payment from Unison.

Once Commissions of $50 (USD) or more is earned, You will need to register with our third-party payment provider to receive payment of Commissions. This means You are authorizing third party companies to contact You. You are solely responsible for complying with all tax laws in Your respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with, the applicable governing body(ies).

Affiliates will not be paid any Commissions for payments made on Affiliate’s own user account(s). Affiliates are not permitted to open a Unison account under the name of another person or entity, under a fictitious name, or under any name merely for the purpose of obtaining Commissions or any other compensation.  Affiliates may not pay for another person’s or entity’s account. Affiliates are not permitted to offer cash rebates or other monetary incentives to obtain Sales./

Commissions are paid only for transactions that actually occur between Unison and a Sale and in which payment is received by Unison.  If payment for a Sold Product later results in a refund or chargeback, and if a Commission is unpaid to You for that Sold Product payment, then the Commission or Legacy Bonus will be deducted from Your Commissions.

If Unison determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be paid for such Sale and, for past sales, such payment amounts shall be deducted from Your future Commissions, and Unison may terminate this Agreement immediately, without notice, and without Unison having any liability to You.

SECTION 5 - TERM AND TERMINATION  The term of this Agreement will begin the earlier of (i) when You click “I accept the Terms and Conditions” and submit; or (ii) Your participation in the Affiliate program is approved. Your participation in the Unison Affiliate program will continue month-to-month until terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days’ written notice of termination. If, in our sole discretion, You fail, or we suspect that You have failed, to comply with any term or provision of the Agreement or the Terms of Service, or violated any law, whether in connection with Your use of Unison or otherwise, Unison may take any action that it deems necessary, including without limitation to terminating the Agreement or suspending Your access to the Affiliate website (“Website”) at any time without notice to You. In addition, if, based on our data, you have a dispute rate greater than 2%, we may terminate this Agreement or suspend your access to the Website at any time without notice to You. In such instances as described above, and in our sole discretion, we may terminate our relationship and suspend any accounts owned/controlled by You. For the avoidance of doubt, and without limitation for purposes of the foregoing, any violation of the required disclosure will be deemed a material breach of this Agreement. See Appendix A, Section 2, Disclosure. In the event this Agreement is canceled due to Your breach, You immediately forfeit all Commissions and any other payments owed to You or that may in the future be owed to You without any further liability by Unison to You.  This Agreement will terminate automatically if You earn no (zero) Commissions over a 12 month period.

If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration and class action waiver provisions, and exceptions to arbitration.  All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your Unison account.

SECTION 6 - ADDITIONAL REPRESENTATIONS AND WARRANTIES  In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws.  If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify Unison of the same within 24 hours. Unison, in its sole and exclusive discretion, may immediately terminate Your participation in Unison’ Affiliate program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph.  

SECTION 7 - ENTIRE AGREEMENT This Agreement, Appendix A below, along with Unison’ standard Terms of Service, represents the entire agreement between the Parties and supersedes any other written or oral agreement between the Parties as pertaining to Your Affiliate application and, if approved, Your rights and responsibilities as an Affiliate.
Appendix A

Additional Terms of the Affiliate Agreement and Advertising Rules
These Advertising Rules apply to all activities of Affiliate:
 General Compliance. Affiliate shall publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), data protection laws (including but not limited to the European Union General Data Protection Regulation, U.K. Data Protection Act, California Consumer Privacy Act, and Brazilian General Data Protection Regulation), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC. Affiliate is solely responsible for ensuring Affiliate’s compliance with all laws. Affiliates are strictly prohibited from making claims concerning the products and services offered by Unison that are inconsistent with, or beyond the scope of marketing materials produced and made available by Unison on Unison website, www.unison.audio. Affiliate is prohibited from publishing or otherwise distributing advertisements by telemarketing, fax, or text messaging in any form to any device.  Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement. Affiliate may, however, offer Prospects information and materials of tangible value for reduced or no charge, but only so long as Affiliate accurately describes and delivers such information and materials to the Prospect.  Unison retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws (but Unison shall not be required to advise Affiliates on such matters).



 Non-Disparagement.  Affiliate is not permitted to comment negatively about or disparage the products or services of Unison or any other person or entity, including without limitation the products or services of a Unison competitor.  Affiliate is not permitted to engage in any unlawful or deceptive actions with respect to search engine optimization, including, but not limited to, using any technique that generates paid search results based on any trademarks of Unison, any brand name of Unison, any Product specific keywords of Unison, or based on the trademarks or brand name of any competitor of Unison, or any other third party.

 Unison’ Trademarks.  No logo, tagline, trademark, trade name, or trade dress (collectively, the “Unison Trademarks”) owned by Unison may be used, copied, or reproduced by any Affiliate except as set forth below.  No Unison intellectual property (or any mark confusingly similar to any Unison intellectual property) is to be registered as a trademark in any country or registered as a domain name by Affiliate in any way in any country.  

Unison retains exclusive ownership of all Unison’ Trademarks and other intellectual property and all of its rights therein. Affiliate shall not promote or provide services to any other business or person that is infringing any of Unison’ intellectual property.


 Independent Contractor.  Affiliates are independent contractors of Unison. It is the express understanding and intention of the Parties that no relationship of master and servant nor principal and agent shall exist between Unison and You by virtue of this Agreement. You have no right to act on behalf of or bind Unison in any way, nor share in the profits or losses of Unison. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of  Your acts or omissions.

 NO WARRANTY; NO LEADS. Unison does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that Unison will not at any time provide sales leads or referrals to You. You understand and agree further that this is not a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan. You are responsible for procuring and paying for any and all materials and resources necessary to operate as an Affiliate as You determine in Your sole discretion.

 LIMITATION OF LIABILITY.  EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL Unison OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, AND/OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, THE SERVICES OR PRODUCTS, YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE WEBSITE OR ANY SOFTWARE, SERVICE, OR PRODUCT, REGARDLESS OF WHETHER Unison HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES.  THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE.
IN NO EVENT SHALL Unison’ LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF THREE (3) TIMES THE PAYMENTS PAID BY YOU TO Unison FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST Unison OCCURRED OR TWO-THOUSAND DOLLARS ($2,000), WHICHEVER IS GREATER.

DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW.
As explained in Unison’ Terms of Service, any controversy or claim arising out of or related to this Agreement or Your relationship with us that cannot be resolved through negotiation within 120 days shall be resolved by binding, confidential arbitration administered by the American Arbitration Association (“AAA”), and judgment on the award rendered may be entered in any court having jurisdiction thereof. The sections of the Terms of Service entitled “DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER,” “Unison’ ADDITIONAL REMEDIES,” and  “GOVERNING LAW AND VENUE” are expressly incorporated herein by reference.  Please review the Terms of Service for more information.
 Indemnity.  You agree to protect, defend, indemnify and hold harmless Unison, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limitation arising out of Your conduct, acts, or omissions related to Your application and/or performance of this Agreement including, but not limited to, any breach of this Agreement.  Your indemnity obligation includes, but is not limited to, any third party claim against Unison for liability or payments for damages caused by, or other liability relating to, You.  This provision expressly survives the termination of this Agreement.
 Severability.  In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms of Service, as so modified, shall continue in full force and effect.
 Modification/Amendments.  This Agreement and Unison’ standard Terms of Service may be modified by Unison at any time, with or without prior notice to You.  Amendments or modifications to this Agreement or the Terms of Service will be binding on You when they are sent to You via email, or are posted in the affiliate center.  No amendment to this Agreement or the Terms of Service shall be valid unless prepared or signed by Unison. Your continued acceptance of Commission or Legacy Bonus payments constitutes Your acceptance to any modifications or amendments to this Agreement and the Terms of Service.
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