NeuroGym - AFFILIATE/JV PARTNER AGREEMENT

THE AGREEMENT: This Affiliate Agreement (hereinafter called the "Agreement") is provided by the following organization, hereinafter referred to as "Company": NeuroGym Inc, LLC. Our primary website is located at the address listed above. The Agreement is a legal document between you and the Company that describes the affiliate relationship we are entering into. This Agreement covers your responsibilities as an affiliate and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well as have a lawyer's assistance if you desire, because each of the terms of this Agreement are important to our working relationship.

1) DEFINITIONS

The parties referred to in this Agreement shall be defined as follows:

  • Company, Us, We: As we describe above, we'll be referred to as the Company. Us, we, our, ours and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.
  • You, the Affiliate: You will be referred to as the "Affiliate." You'll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
  • Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as "Parties" or individually as "Party."
  • Affiliate Program: The program we've set up for our affiliates as described in this Agreement.
  • Affiliate Application: The fully completed form which must be provided to us for consideration of your inclusion in the Affiliate Program.
  • Website: The primary website we've noted above will be referred to as Website.

2) ASSENT & ACCEPTANCE

By submitting an application to our Affiliate Program, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please leave the website immediately and do not submit an application to our Affiliate Program. This Agreement specifically incorporates by reference any Terms of Conditions, Privacy Policies, End-User License Agreements, or other legal documents which we may have on our website.


3) AGE RESTRICTION

You must be at least 18 (eighteen) years of age to join our Affiliate Program or use this Website. By submitting an application to our Affiliate Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of your age.


4) PROGRAM SIGN-UP

In order to sign up for our Affiliate Program, you will first be asked to submit an Affiliate Application to join. The Affiliate Application may be found at the following website: www.myneurogym.com/partner-portal/become-a-partner.

Submitting an Affiliate Application does not guarantee inclusion in the Affiliate Program. We evaluate each and every application and are the sole and exclusive decision-makers on Affiliate acceptance. If we choose not to allow your inclusion in the Affiliate Program, we will attempt to notify you in a reasonable manner. If you do not hear from us within a reasonable time frame, please consider your application rejected. We are not obligated to provide you any explanation for your rejection, but please be advised we may reject applicants for any reason or manner, including but not limited to a website or social media page which violates our Terms of Use.

If your Affiliate Application is rejected, you may not reapply. If your Affiliate Application is accepted, each of the terms and conditions in this Agreement applies to your participation. We may also ask for additional information to complete your Affiliate Application or for you to undertake additional steps to ensure eligibility in the Affiliate Program.


5) NON-EXCLUSIVITY

This Agreement does not create an exclusive relationship between you and us. You are free to work with similar affiliate program providers in any category. This agreement imposes no restrictions on us to work with any individual or company we may choose.


6) AFFILIATE PROGRAM

After your acceptance in the Affiliate Program, you must ensure your account is set up thoroughly, including specific payout information and location (such as a bank or online account which we may use to post payment).

Please be advised the below is a general description of the Affiliate Program. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement and/or your Structured Deal Agreement.

Clicks: We will provide you with a specific link or links, personalized to you as an Affiliate, for your promotion (collectively, "Click Link"). The Click Link will be keyed to your identity and will send online users to the Company's website or websites. You hereby agree to fully cooperate with us regarding the Link and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Click Link at all times. We may modify the specific link or links and will notify you if we do so. You agree to only use links which are prior approved by us and to display the Click Link prominently on your website or social media page, as described in your Affiliate Application (collectively, the "Affiliate Site").

No cookie stuffing: You agree not to use cookie "stuffing," or other techniques which may incorporate a tracking code without specific knowledge of the online user.

Sales: We will provide you with a specific link or links which correspond to certain products we are offering for sale (collectively, the "Sales Link"). The Sales Link will be keyed to your identity and will send online users to the Company's website or websites. You hereby agree to fully cooperate with us regarding the Sales Link and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Sales Link at all times. We may modify the specific link or links and will notify you if we do so. You agree to only use links which are prior approved by us and to display the Sales Link prominently on your website or social media page, as described in your Affiliate Application (collectively, the "Affiliate Site").

Each time a user clicks through the Link posted on the Affiliate Site and completes the sale of the product or service and we determine it is a Qualified Purchase, as described below, you will be eligible to receive the following percentage of the sale: 40% (forty percent) for digital products, 30% (thirty percent) for physical products including supplements or at the rates otherwise determined on your Structured Deal Agreement.

2nd Tier Affiliate Sales: 2nd Tier Affiliates must complete the Program Setup and list you as the Referred By Affiliate on the application form. Each time a user clicks through the 2nd Tier Affiliate Link posted on their Affiliate Site and completes the sale of the product or service and we determine it is a Qualified Purchase, as described below, you will be eligible to receive the following percentage of the sale: 10% (then percent) for digital products, 5% (five percent) for physical products including supplements or at the rates otherwise determined on your Structured Deal Agreement.


7) SPECIFIC TERMS APPLICABLE

We will determine whether payout is permissible in our sole and exclusive discretion. We reserve the right to reject clicks and/or sales that do not comply with the terms of this Agreement.

Processing and fulfillment of orders will be our responsibility. We will also provide real-time data regarding your account with us through the portal on which you log into the website.

As described above, in order to be eligible for payout, user clicks must be "Qualified Clicks." Qualified Clicks:

  • Are clicks arriving to our website or websites through properly formatted links on the Affiliate Site;
  • Are clicks arriving to our website or websites through the Affiliate's specifically approved sites only (no other websites or social media pages);
  • Are clicks arriving to our website which relate to one specific user; and
  • Are not clicks sent by a bot or other automated web program.

User purchases must be "Qualified Purchases." Qualified Purchases:

  • Must not be referred by any other partner or affiliate links of the Company (in other words, Qualified Purchases are only available through your specific Affiliate Link;
  • May not be purchased by an already-existing partner or affiliate of the Company;
  • May not be purchased prior to the Affiliate joining the Affiliate Program;
  • May only be purchased through a properly-tracking Affiliate Link;
  • May not be purchased by a customer in violation of any of our legal terms or Acceptable Use Policy;
  • May not be fraudulent in any way, in the Company's sole and exclusive discretion;
  • May not have been induced by the Affiliate offering the customer any coupons or discounts;
  • May not have been purchased by the Affiliate;

8) PAYOUT INFORMATION

Payouts will only be available when the Company has your current address information as well as accounting and tax documentation. You will be asked to submit a W8/W9 tax form. Accounting information may include the routing and account number of a bank where you wish to post a direct deposit or may include an email address for an online method of payment.

Currently, the Company employs the following methods of payout:

Paypal or Check

For any changes in your address or accounting information, you must notify us immediately and we will endeavor to make the changes to your payout information as soon as possible.

Payouts will be available 45 days after from the last day of the month in which the sale occurred.

We explicitly reserve the right to change payout information in our sole and exclusive discretion. If we do so, you will be notified.

Payouts are also subject to the following restriction:

  • Payouts are only available after you have been working with us at least the following amount of time: 6 weeks.

For any disputes as to payout, the Company must be notified within thirty days of your receipt of the payout. We will review each dispute notification as well as the underlying payout transaction to which it is related. Disputes filed after thirty days of payout will not be addressed.


9) REPORTS

You may log into your account with us to review reports related to your affiliation, such as payout reports and Qualified Click and/or Purchase information. Please be advised however, that not all listed qualifying clicks and/or purchases have been fully reviewed for accuracy in the reports viewable by you in real-time and therefore may be subject to change prior to payout.


10) TERM, TERMINATION & SUSPENSION

The term of this Agreement will begin when we accept you into the Affiliate Program. It can be terminated by either Party at any time with or without cause.

You may only earn payouts as long as you are an Affiliate in good standing during the term. If you terminate this Agreement with us, you will qualify to receive payouts earned prior to the date of termination.

If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights, including the right to any unclaimed payout.

We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.

At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.