Disclaimer

This Partner Linking Agreement (“Agreement”), is made and entered into by and between Harmonic Wealth Global (HWG), a corporation, DBA JamesRay.com, (herein “HWG”, “we” or “us”) and you, the partner (“you” or “partner”), as of the date on which we inform you that we have accepted your partner application. This Agreement contains the complete terms and conditions that apply to your participation in the HWG Partner Program (the “Partner Program” or “Program”), as it may be amended from time to time.

1. Partner Linking License
Upon acceptance of your partner application (see “enrollment” below), HWG grants you a nonexclusive limited revocable right, which is not sublicensable or assignable: (a) to establish one or more hyperlinks (“Links”) to our Website under the terms and conditions of this Agreement and during its Term, and (b) to use our trademarks or trade names Harmonic Wealth Global, jamesray.com, and any others that we give you permission to use in writing (the “Trademarks”) on your website to signify the Link(s), in order to link your website to the home page of our principal website, jamesray.com (the “Website”). Your license to use our Trademarks during the Term of this Agreement is subject to use in the style and size and in accordance with any restrictions that provide to you through email instructions or in a trademark usage policy. You are expressly forbidden from: (i) deep-linking to any other web pages on our Website other than the home page, without express written permission from us, or (ii) framing any portion of our Website on your website(s), or (iii) giving the impression that HWG is endorsing or sponsoring you, your Website, or the products, services or contents offered on your website. [We will provide you with][We will make available for your download] our Banner & Text Link tools, which enable you to create a variety of Links. Your Links will be created with your unique Partner ID already embedded and will be ready for use on your approved website(s) or in emails. You can choose a number of popular Links or more specialized links that are tailored to your website’s content. Purchases made on our Website by users who have accessed our Website via the Links on your website or by email. (“Users”) will generate payments to you as set forth below. Except as set forth herein, you are granted no other rights or license to Links or Trademarks of HWG, or to any of our domain names or other intellectual property rights. In return for this license granted to you, you grant us the right to mention that you are a Program partner in any literature or content relating to HWG or the Website.

2. Enrollment in the Program
To begin the Program enrollment process, you need to submit a complete application that you fill out on our Website and submit to us. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your website is unsuitable for the Program. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your website is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

3. Earning Commission Payments
We will pay commissions to partners for verified sales (tracked as indicated below) made from the Website from Users/customers of your website who have accessed our Website in order to make purchases via Links placed on partner websites or emails or other approved methods. Purchases of goods and services on our Website by partners themselves do not generate commission payments to you. For a sale which HWG makes to a User who has linked to the Website from your website or email, we will pay that partner a commission of 50% of the Net Selling Price of online continuity courses, 10% of mentoring programs and 10% of live events (as well as 50%, 10% and 10% respectively on all reorders by that User so long as the reorder occurs while the partner is a current approved partner subject to this Agreement and provided that the cookie placed on the User’s machine remains intact. “Net Selling Price” means total amounts received by us for the product or service, less any shipping and handling charges, services charges taxes and returns and bad debt, if any. No commission will be due to you and payable until HWG has been paid in full for a product or service. If the purchase is a subscription paid on a periodic basis, you will receive your commission based on each periodic payment having been made by to HWG. If a commission payment is made to you for a product or service, and then such product is returned or service canceled, resulting in HWG’s need to repay amounts to the User, you will then owe the commission amount to us. We will deduct any amount you owe us from commissions we owe you, but in the event the there is a balance in our favor, you must pay us the balance on demand.

4. Verifying Sales for Commissions
HWG will be solely responsible for tracking sales made to Users via partner Links or inputs or mentions of the partner’s code. A partner will be solely responsible for ensuring that its Links are formatted properly and maintained in a manner which allows HWG to track such sales. No commission shall be due or payable if the link from the partner website cannot be tracked by HWG or if the User accesses the Website other than through the partner’s Links and does not input or mention the partner’s code. Partner purchases do not generate commissions. Partners should not place orders for Users from your personal computer or phone because it will appear to our tracking system as though you purchased the item(s) for yourself and therefore no commission will be credited to you.

5. Payment to Partners
a. Commissions will be paid by means of a check. No other payment options are available at this time.
b. Commissions will be paid in U.S. dollars only.
c. Commission checks will be made payable to the order of the person and/or company name designated on the partner’s application at the time of registration, unless changed by you at least 30 days prior to payment. Absolutely no exceptions will be made to this rule.
d. Commissions are accrued on the basis of a calendar month and are based on payment in full to us during a given month in respect of products or services purchased; payment is due to you if no issue has ensued from purchaser (and/or purchaser credit card company) after the 30 day period (from date of purchase). HWG holds a strict risk-free guarantee (please see below). If HWG applies the guarantee to purchaser, then commission will not be paid for that product.
e. Failure to provide HWG with a correct address, or if checks mailed to you are returned to us through no fault of our own, you will have no further right to amounts otherwise due to you hereunder. You can always update your payment information in your Administration Area or send email to [email protected].
f. Any attempt by a partner to manipulate, falsify or inflate User Links, to defraud HWG or to violate the terms of this Agreement constitutes immediate grounds for us to terminate this Agreement and will result in forfeiture of any amounts otherwise due to you hereunder.
g.Commissions for online continuity programs and mentoring programs are paid on a monthly basis when the partner’s account has reached a minimum threshold of $100.00 in commissions due such partner. Accounts with a balance of less than $100.00 in favor of the partner will roll over to the next month, and will be payable once the $100.00 threshold is reached. Commissions for Live Events will be paid out 30 days after date of the Live Event for which the ticket was sold when and if the minimum threshold has reached $100.00. Accounts with a balance of less than $100.00 in favor of the partner will roll over to the next month and will be payable once the $100.00 threshold is reached.
h. Commission payments to the partner will be mailed on the 10th day of the month following the 30-day period. Should the 10th day fall on a weekend, checks will be mailed on the next business day.
i. If an exchange is made by the User resulting in a lower Net Selling Price, the earned commission will be reduced in the partner’s account. The new commission amount will then be reflected. If an exchange is made by the User resulting in a higher Net Selling Price, the additional earned commission will be added to the partners account.

6. Term and Termination
The term of this Agreement will begin upon our acceptance of your partner application and will end when terminated by either party (the “Term”). Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commission on sales occurring during the Term (even if this Agreement has been terminated by HWG, other than for cause, before your commission on such sale becomes due and payable). Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your website and email, all Links to our Website, as well as all HWG trademarks and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

7. Restrictions on Partners
Your website should:
a. Generate what we deem to be sufficient traffic to our Website;
b. Attract a customer base interested in personal growth;
c. Have a duly registered domain name owned by you;
d. Ensure that all content thereon does not infringe or violate any U.S. copyright, patent, trademark or other intellectual property right or proprietary right of HWG or any third party;
e. Not exhibit content or promote materials that are indecent, illegal, defamatory, harassing, obscene or pornographic;
f. Not promote the use of weapons, violence or terrorism;
g. Not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
h. Not promote illegal activities such as: drugs or contraband or related sites;
i. Not promote political organizations, gambling/casinos, and/or related sites;
j. Not use anything but a valid, transparent email address; no spoof email addresses can be used;
k. Not permit its use for the sending of spam, or otherwise violate any anti-spam legislation such as CAN-SPAM.
Failure to comply with the foregoing will result in termination of this Agreement and the partner’s account.

8. Modifications to the Agreement
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Website. Modifications may include, for example, changes in the scope of available commission structure, fee schedules, payment procedures and Program rules. Notwithstanding the foregoing, financial modifications to the Agreement, such as a new fee structure will only apply to sales that take place subsequent to the Agreement modification. If any modification is unacceptable to you, you may terminate this Agreement. Your continued participation in the Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

9. Eligibility in the Program
Employees or contractors of HWG and its Affiliates, and the immediate family members of such employee or contractor, are ineligible to participate in the Program. “Affiliate” of HWG means any entity controlling, controlled by, or under common control with HWG (where “control” means the ability to direct the management of such entity), and for the purpose of this provision, “Affiliate” shall include any website controlled by HWG or its Affiliates.

10. Privacy Policy
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our partners provided by or on behalf of any of them shall remain strictly confidential and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than a party to this Agreement.

11. Fraud
If you commit fraud or falsify information in connection with your partner application or through the Links on your website to our Website, this Agreement will be terminated immediately. In addition, you will be liable to HWG for any and all damages that HWG suffers as a result of such actions. You will also be responsible for returning to HWG all commissions received as the result of fraudulent activity, and we will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.

12. Warranty, Limitation of Liability and Indemnity
THE LINKS, AND ANY CONTENT, INFORMATION, TEXT, MATERIALS, IMAGES, OR DATA ON THE WEBSITE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL HWG BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO ACCESS, VIEW OR USE, THIS WEBSITE OR ANY INFORMATION, TEXT, MATERIALS, IMAGES, DATA OR LINKS TO THIS WEBSITE OR ANY PAGES OF THIS WEBSITE, EVEN IF HWG OR AN AUTHORIZED REPRESENTATIVE OF HWG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE DISCLAIM ALL LIABILITY FOR ANY CONTENT, TEXT OR INFORMATION ON YOUR WEBSITES. IN ADDITION, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED ONE MONTH’S COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT. YOU AGREE TO INDEMNIFY HWG AND ITS AFFILIATES, AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, AND HOLD THEM HARMLESS, FROM ALL CLAIMS BY THIRD PARTIES ARISING FROM ANY NEGLIGENCE OR WILLFUL MISCONDUCT BY YOU OR ARISING FROM YOUR WEBSITES.

13. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement, even the reference as a convenience to “partner” or “partner program” will create any legal partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that contradicts anything in this Section. HWG may cite your name or URL in connection with your participation in the Program in promotional and other materials including but not limited to postings on our Website, newsletters, advertisements, and other communications.

14. Anti-Spam and Email Marketing Policy
j. Spamming is strictly prohibited. Spamming is the unsolicited bulk mailing of email messages to email addresses which you have purchased or harvested/collected from the internet or otherwise, without the consent of the recipient. In addition, for email marketing done to “Permission Based” email lists, defined as your house list of subscribers, customers or other consumers who have requested to receive mailings from you, all partners must also abide by the “Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003,” or the “CAN-SPAM Act.” The practice of spamming and/or infringement of the CAN-SPAM Act is a violation of your participation in this Program, and we will take action at our sole discretion against partners engaging in spamming or non-compliant mailings. These actions may include one or more of the following:
In the event HWG receives one (1) or more spamming complaint, your partner account will be immediately suspended while we investigate the complaint(s), and commissions will not be tracked during that time.
In the event the investigation reveals that spamming did occur, HWG may, at its option, terminate the partner’s account in accordance with our termination policy. Permission based emailing must comply with the CAN-SPAM Act. There are 3 primary rules that will be strictly enforced:
1. Email address must have been obtained with permission
2. Every email sent must have the actual business address of the sender listed in the email
3. Every “bulk” email sent must have an “Unsubscribe” link that works

15. Anti-Predatory Policy
No partner will block, alter, direct or redirect, or substitute, insert or append itself to, or otherwise intercept or interfere in any manner with, any click-through or other traffic-based transaction that originated from a partner website (including without limitation any return visit to the Website to which such click-through or other traffic reached or intended to reach) with the result of reducing compensation or other payment earned by or owing to a partner or increasing any payment obligation of HWG with respect to any individual transaction.

16. Affiliate Keyword Bidding Policy
Partners may not bid on any keywords that constitute trademarks of HWG, including but not limited to Harmonic Wealth™, James Ray, James Arthur Ray, HWG. James Ray Global, Harmonic Wealth Global and The Entrepreneurial Mindset™. This policy also extends to misspellings or variations of our names.

17. Independent Investigation
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

18. Proper Age
BY ACCEPTING THIS CONTRACT, YOU CONFIRM YOU ARE AN ADULT OF AT LEAST 18 YEARS OF AGE (OR AT LEAST THE MINIMUM AGE IN YOUR JURISDICTION THAT MEANS YOU ARE NO LONGER A MINOR).