Affiliate Contract - Updated 29 Dec 2010

  1. Description of Affiliate Program. If you are an “Approved Affiliate” as described below, Neuro Innovations (“we”) will pay you commissions on any software application or audio product purchased by a customer after linking to our web site from your web site. Such purchases are called “Qualifying Purchases.” Purchases of accessories and equipment not produced by Neuro Innovations are not “Qualifying Purchases.” Purchases by you, shipped to your billing address, or downloaded by you or anyone at your IP address also are not “Qualifying Purchases.” Participation in the Affiliate Program constitutes acceptance of this contract.

  2. Commissions. Commissions are based on net revenue – calculated as gross revenue minus processing charges for the item(s) shipped – and on the number of sales. Neuro Innovations pays commissions at a rate of 20% as follows:

    Costs and processing charges may vary depending on payment processor and other factors. A fixed postage and packaging charge will be aplied to all orders where one or more CDs are posted. If a purchase upon which a commission is based is refunded or charged back, the commission will likewise be withdrawn.

    We pay commissions on a quarterly basis, within about 30 days of the end of each quarter, via PayPal, using the PayPal-registered email address you list on your application. A a statement of Qualifying Purchases (anonymized to protect purchaser privacy) is available online. You must have a minimum of USD $50 in accrued commissions per quarter in order to receive a commission. Any sum less than $50 will be carried over to the following quarter. If the total commission sum has not reached $50 by the end of the calendar year, it will be paid at that time. We will be solely responsible for tracking Qualifying Purchases, processing payments and refunds, and carrying out related customer service.

  3. Commencement and Termination of this Agreement. You may submit an Affiliate Program application via our web site. We will evaluate your application and notify you as to whether we accept you into the program. We may accept or reject any application at our sole discretion, but if we reject it you are welcome to reapply again at any time. We may terminate your participation in the Affiliate Program at any time, but of course we will pay you any commissions earned as of the termination date; we may delay payment for such time as may be necessary to do proper bookkeeping and to address any unresolved issues that may arise with your commissions. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the www.Neuro Site, and all of our trademarks, images and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Neuro Innovations Affiliate Program.

  4. Modifications by posting. We may modify this Agreement at any time and in our sole discretion by posting a change notice or a new agreement on the Site. Modifications may include, for example, changes in the scope of available commissions, payment procedures, and Affiliate Program rules. (No change to this Agreement will modify commissions already earned at the time of change, but may modify the payment procedures.) IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE NEUROINNOVATIONS.COM SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

  5. Linking. Once your application has been approved, Neuro Innovations will email you a special purchase URL in order to attribute sales to you. The URL may be used in banners, simple links, and other elements that link to the site. If required we will also provide you with links to images that may be displayed on your site, as well as the rules for displaying them.

  6. Nature of our relationship with you. If you are accepted into the Affiliate Program, your relationship with Neuro Innovations will be one of independent contractor. We will not be partners or joint venturers, and you will not be our agent for any purposes. You will not have or claim to have any authority to act on our behalf for any purpose. For purposes related to this agreement, every customer who purchases a product through the Neuro Innovations Affiliate Program will be deemed to be a Neuro Innovations customer rather than your customer, and accordingly, all Neuro Innovations policies regarding customer orders and problem resolution will apply to these customers.

    Exceptions: By agreement affiliates may offer an option to our affiliate customers to provide local language / time zone installation support.

  7. Relationship with competitors. If you are accepted into the Affiliate Program you agree to not also represent direct competitors of Doing so may result in this contractual relationship being terminated due to the conflict in interest. shall judge what is deemed to be a direct competitor.

  8. Abuse Policies

    1. Fraud. Fraud is any action that attempts to create sales, leads, or click-throughs by the use of robots, frames, iframes, scripts, manually "refreshing" pages, or any other artifice, for the sole purpose of creating commissions. Fraud is a serious offense; any fraud or attempted fraud will result in membership termination, voided commissions, and potential long-term legal consequences.

    2. Content interception and/or manipulation. You may not engage in any activity or use any product or service (including, without limitation, any programming code that is an add-on or bundled with any browser or other host application) that will affect any financial transaction involving any Neuro Innovations and any affiliate by (i) replacing, inserting, reading, intercepting, recording, redirecting, interpreting, or filling in the contents of any electronic form or other materials submitted to by any other person or entity; or (ii) replacing, inserting, reading, intercepting, recording, redirecting, interpreting, appending itself to, or otherwise intercepting or interfering in any manner with any click-through or other traffic-based transaction that originated from any affiliate.

    3. Code abuse. You may not use computer code to engage in any activity that common sense tells you is unethical or abusive, including but not limited to:

      1. modifying, redirecting, suppressing, or changing the operation of any button, link, or other interactive feature of our site.

      2. replacing, intercepting, interfering with, hindering, disrupting, or altering any aspect of a web user’s experience at any Affiliate's website

      3. taking any action that could cause confusion to the user as to what website transactions or actions are occurring.

      4. creating or over-writing any commission tracking cookie on a consumer's computer unless it is the direct result of a click on a link to the site, in compliance with Neuro Innovations’s policies.

      5. causing the creation of any commission tracking mechanism on a consumer's computer through the means of automatically popping up the site, through the use of "I-frames" nor through any other method, other than through a direct consumer-initiated click, on a link to the site.

      6. Taking direct or indirect part in posting or serving any advertisements or promotional content around or in conjunction with the display of our site (e.g., through any "framing" technique or technology or pop-up windows).

    4. SPAM. Every aspect of your relationship with us must be CAN SPAM compliant. In the course of your affiliation with us, you may not send unsolicited commercial e-mail ("spam") or anything that could be perceived as spam, including sending mass affiliate links to user groups, chat rooms, forums, boards, email lists, instant messaging programs, Twitter accounts, cell phones, or any other outlets.

    5. Offensive Content. You may not post or serve any advertisements or promotional content that is pornographic (whether or not legally obscene), or offensive or hateful to a reasonable person.

  9. Operation and legal compliance of your site. You are solely responsible for creating, operating and maintaining your site at your own expense, for complying with all applicable laws and regulations . You will indemnify and hold harmless Neuro Innovations and its directors, officers, employees, affiliates, and agents against any claim, demand, cause of action, debt or liability, including reasonable attorney's fees, to the extent that (i) it is based upon a breach of your representations, warranties or obligations hereunder; it arises out of your misconduct or violation of law or regulation.

  10. Copying of text and images from the Neuro Innovations site and hosting such content on another website. Whilst the need for affiliates to communicate functionality / benefits of Neuro Innovations' products is recognized, direct copying of images and text from the Neuro Innovations site remains prohibited. Links to images have been provided and text should be adapted and summarized rather than copied directly.

  11. Limitation of Liability. We make no express or implied warranties or representations with respect to the Neuro Innovations Affiliate Program or any products sold through the Neuro Innovations Affiliate Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the www. Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. Other than making a good-faith effort to correct any accounting errors, our services are offered “as is, with all faults.” We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Neuro Innovations Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.

  12. Dispute resolution. The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of cooperation without formal proceedings.

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