Terms of The Affiliate Program

General

These affiliate program terms and conditions ("Terms and Conditions"), as amended from time to time by Audiodraft Ltd (Business ID: 2334208-9) ("Audiodraft"), constitute the whole agreement ("Agreement") between Audiodraft and the affiliate ("Affiliate") in relation to marketing of Audiodraft Services described in these Terms and Conditions (as modified from time to time by Audiodraft) to third parties through participation in an affiliate program described in these Terms and Conditions below ("Program"). The Affiliate agrees to be bound by these Terms and Conditions by submitting an application concerning its participation in the Program at the Audiodraft website www.audiodraft.com and thereafter each time when the Affiliate participates in the Program. By participating in the Program, the Affiliate agrees to these Terms and Conditions.

Audiodraft and the Affiliate are independent contractors, and nothing in these Terms and Conditions shall be deemed to create any partnership, joint venture, agency, franchise, sales representative, employment relationship or other similar relationship between Audiodraft and the Affiliate. The Affiliate shall have no authority to bind Audiodraft contractually or otherwise. The Affiliate shall not make any representation, whether on its website or otherwise, that misrepresents the independent contractor relationship of Audiodraft and Affiliate.

Audiodraft reserves the right to suspend or terminate the Affiliate’s account and refuse any and all current or future participation in the Program and compensation thereof, or use of any other service of Audiodraft.

Affiliate Program

The Affiliate shall be assigned a unique identification code for tracking the Affiliate referrals ("Referral Code"). Audiodraft shall provide the Affiliate with guidelines and other such material (including link styles without being limited to that) to be used in linking to Audiodraft. Audiodraft may change, at its sole discretion, the design of the artwork at any time without notice. The Affiliate agrees to adhere to such guidelines and other such material.

Customers who purchase Audiodraft Services through the Program will be deemed to be customers of Audiodraft. All Audiodraft's relevant Terms and Conditions, policies, and operating procedures concerning customer orders, customer service, and providing services will apply to those customers.

Nothing in these Terms and Conditions can be construed to grant the Affiliate any exclusive or other rights with respect to selling and marketing Audiodraft Services and Audiodraft is free to sell and market its services in any manner and in any locations it deems appropriate.

Audiodraft may change, at its sole discretion, its policies and operating procedures and prices to be charged for services sold under the Program at any time.

The Referral Fees (as defined herein) and their basis are subject to change at Audiodraft's sole discretion. If they do change, Audiodraft will give at least 30 days notice. The notice may be provided by posting it on Audiodraft website at www.audiodraft.com or sent by email to the email address provided by the Affiliate. Referral Fees will be paid to the Affiliate under the then-current fee basis in force when the Referral Fees were earned by the Affiliate.

Referral Fee

The Affiliate is entitled to a referral fee (“Referral Fee”) corresponding to 100 percent of the Prize Commission (as defined herein) from each relevant new customer using the Audiodraft Service and commissioning an audio production with the Referral Code for the first time (“New Customer”). The “Prize Commission” is a commission paid by the sourcing user using the Audiodraft Service to Audiodraft, corresponding to 10,00 percent of the Prize Money. The “Prize Money” is paid by the sourcing user to the audio producer for the commissioned and acquired audio production created by the audio producer using the Audiodraft Service. The Affiliate is entitled to the Referral Fee, less any value-added-tax or any other indirect tax payable by Audiodraft.

The Referral Fee becomes payable after the the Prize Money is paid by the sourcing user to the audio producer and the applicable charge(s) has been duly paid by the sourcing user to Audiodraft AND tax deduction card from Finnish Affiliates and tax id or social security number, full name and address from other Affiliates are provided by the Affiliate to Audiodraft. The Referral Fee is paid to the Affiliate once a month on the last business day of the following month in which the Referral Fee becomes payable.

The fee is only paid via PayPal to an account properly designated by the Affiliate. Any transaction costs relating to the transfer or such are deducted from the payment. Lack of PayPal account does not prevent the Affiliate from joining the Program, but no payments may occur before the Affiliate has created a PayPal account and has informed Audiodraft of the same.

Audiodraft shall pay Referral Fee only if the Affiliate Code has been automatically tracked and reported by the systems of the Audiodraft so that the connection between the Affiliate and the New Customer can be verified accurately.

Audiodraft reserves the right, at its sole discretion, to refuse Referral Fee in relation to customers which it does not consider as New Customers. Audiodraft reserves the right to disqualify fees earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods as well as fees accrued as a result of a breach of these Terms and Conditions.

All fees are paid exclusive of all taxes, levies or duties imposed by the taxing authorities and the Affiliate shall be responsible for payment of all such taxes, levies or duties, except that withholding taxes, if any, under Finnish tax law shall be deducted from the fees.

Obligations of the Affiliate

The Affiliate may not issue any press release with respect to the Agreement, the content of these Terms and Conditions or participation in the Program. In addition, the Affiliate may not in any manner misrepresent or embellish the relationship between Audiodraft and itself, state that the Affiliate develops Audiodraft services and/or is a part of Audiodraft organization, or express or imply any relationship or affiliation with Audiodraft or any other person or entity except as expressly permitted in these Terms and Conditions.

The Affiliate may not use the Program for any illegal or unauthorized purpose. The Affiliate shall not, while participating in the Program, violate any laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority in its jurisdiction (including but not limited to copyright laws) or post any offensive, threatening, libelous, defamatory, or otherwise objectionable data to its site.

The Affiliate is obliged to ensure that its website accurately and adequately discloses, either through a privacy policy or otherwise, how the website of the Affiliate collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.

The Affiliate is solely responsible for the development, maintenance and technical operation of its website and all related equipment. The Affiliate is also responsible for maintaining the security of its Program account and password. Audiodraft shall not be liable for any loss or damage from the failure to comply with this security obligation.

Affiliate Representations and Warranties

The Affiliate registering an account with Audiodraft must fulfill the requirements contained herein to be eligible to participate in the Program, and to that effect the Affiliate represents and warrants that:

1. the Affiliate has full power and authority to enter into an agreement with Audiodraft directly or on behalf of a legal entity represented by it.
2. the performance of the obligations and participation in the Program by the Affiliate will not violate any applicable laws or regulations, including without limitation copyright laws, or cause a breach of any agreements with any third parties.
3. the Affiliate understands and accepts that it is participating in the Program at its own risk.
4. the Affiliate shall always maintain a valid email address and promptly change the relevant account information with Audiodraft as required.

Notices

The Affiliate acknowledges that any notice sent by Audiodraft is deemed to be duly served to the Affiliate when the notice has been sent by email to the email address provided by the Affiliate upon registration or through modification of the account information later. In cases where the notice may be delivered by posting it to a named website at the Program, the notice is deemed to be duly served to the Affiliate when such posting has occurred.

Limitations

Audiodraft shall not be liable for any loss or damage, whether direct, indirect, special or consequential, arising out of or in connection with these Terms and Conditions. In no event shall the aggregate liability of Audiodraft, whether in contract, warranty, product liability, strict liability or other theory or otherwise, arising out of or relating to the Program or these Terms and Conditions exceed the total of Referral Fees paid or payable to the Affiliate under these Terms and Conditions during the past twelve (12) months before the issuing of the claim.

No Warranty

Audiodraft makes no warranty of any kind, express or implied in relation to the Program or any services of Audiodraft marketed through the Program, and Audiodraft specifically disclaims the implied warranties of title, non-infringement, merchantability or fitness for a particular purpose. Audiodraft does not warrant that the operation of the Program sites will be uninterrupted, or error-free. Further, the Affiliate acknowledges and agrees that Audiodraft has no control over the internet, and that Audiodraft is not liable for the discontinuance of operation of any portion of the internet or possible regulation of the internet. Audiodraft expressly disclaims any and all liability resulting from or related to the performance or non-performance of internet services provided or controlled by third parties.

The Affiliate acknowledges that no representations other than those contained in these Terms and Conditions have been made with respect to the Program, and that Affiliate has not relied on any representation not expressly set out in these Terms and Conditions.

Intellectual Property Rights

Nothing contained in these Terms and Conditions shall be construed to grant any rights to the Affiliate except as expressly stated herein. The content and all software available on the Program or used to create and operate the Program is the property of Audiodraft or its licensors, and is protected by Finnish and international copyright laws, and all rights not specifically and expressly granted to the Program, its content and software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Program are the property of Audiodraft or their respective owners. The Affiliate is granted a limited, revocable, non-exclusive and non-transferable license to participate in the Program in accordance with these Terms and Conditions.

Force Majeure

Neither Audiodraft nor the Affiliate shall be liable to the other party for non-performance or delays due to causes which are beyond the control of that party and which occur after and were not reasonably foreseeable on the date of signing of this Agreement. Such causes shall include without being limited to war, acts of government, strikes, natural disasters, power failure, fire and explosions ("Force Majeure").

Termination

The account of the Affiliate and the Agreement may be terminated at any time by either party with 30 days notice period.

Audiodraft may terminate the account of the Affiliate and the Agreement with immediate effect:

1. at any time if the Affiliate is in violation of any part of these Terms and Conditions; or
2. when the whole Program is discontinued irrespective of the cause.

The Affiliate shall send its notice of termination to the following email address: affiliateprogram@audiodraft.com. The termination may not be reversed. Audiodraft shall send its notice by email to the email address the Affiliate has provided.

Effects of Termination

Where this Agreement is terminated, the Affiliate shall immediately cease the use of, and remove from its website, all links to any Audiodraft websites and services, and all trademarks and logos, and any and all other materials provided by or on behalf of Audiodraft to the Affiliate in connection with the Program.

Any unpaid Referral Fees shall be paid to the Affiliate after the Agreement has been terminated subject to the restrictions herein.

The Affiliate shall not be entitled to any goodwill indemnity or other compensation on the expiration or termination of its account and the Agreement for any reason whatsoever.

Transfer of Program

Audiodraft may at its sole discretion transfer the Program (including, without limitation, the Agreement) fully or partially to a third party. The Affiliate shall be informed about any such transfer by email.

The Affiliate may not transfer the Agreement to a third party.

Severability

If a court of competent jurisdiction finds any provision of these Terms and Conditions unenforceable, all other provisions shall remain in full force and effect and the unenforceable provision shall be replaced with an enforceable provision that most nearly achieves the intent and economic effect of the unenforceable provision.

Waiver

A failure or delay in exercising any right of Audiodraft hereunder shall not be considered a waiver thereof unless expressly waived in writing by Audiodraft. No single waiver shall be considered a continuing or subsequent waiver.

Changes

Audiodraft may change or modify these Terms and Conditions in its sole discretion. Audiodraft shall inform the Affiliate about any major changes by email in advance.

The continued use and participation in the Program after any changes or modifications constitutes the Affiliate's acceptance to such. The Affiliate should review the most current version of the Terms and Conditions at the above-mentioned website regularly.

Governing law

These Terms and Conditions and the relationship between the Affiliate and Audiodraft shall be construed in accordance with the laws of Finland without giving effect to any choice of law provisions.

Disputes

All disputes arising out of or in connection with these Terms and Conditions and with the relationship between the Affiliate and Audiodraft shall be submitted to the exclusive jurisdiction of the Helsinki district court.

Nothing in this section shall be deemed as preventing Audiodraft from seeking interim relief or injunctions from the courts of other jurisdictions as necessary to protect its intellectual property and other rights including but not limited to, name, trademarks, confidential information, trade secrets, know how, copyrights or patents.

For any questions related to these Terms and Conditions, please contact:

Audiodraft
affiliateprogram@audiodraft.com
www.audiodraft.com