Affiliate Agreement Terms

Last Updated: December 8, 2024

By signing up to be an Affiliate or otherwise participating in the Hyperactive Meditation™ Affiliate Program (“Program”), or by clicking “Sign Up” (or a similar box or button) when you sign up for an Affiliate Account, you are agreeing to be legally bound by the following agreement terms and conditions (the “Agreement”). The Agreement is between you, as “Affiliate” and Hyperactive Meditation™ LLC (“Hyperactive Meditation™”). You must read, agree with and accept all of the terms and conditions contained in this Agreement, as well as the Hyperactive Meditation™ website Terms and Conditions and the Hyperactive Meditation™ website Privacy Policy that form part of this Agreement and are incorporated by reference, before you may become an Affiliate. Affiliate and Hyperactive Meditation™ may be referred to individually as a “Party”, and collectively as the “Parties”.

1. Our Commitment to Integrity and Fairness

At Hyperactive Meditation™, we are dedicated to fostering strong, positive, and mutually beneficial relationships with our Affiliates. We believe in operating with the highest level of integrity and fairness, ensuring that all Affiliates feel valued, respected, and supported. Our goal is to work together in a spirit of collaboration and trust, creating a successful partnership that benefits everyone involved. As part of this commitment, we have established clear guidelines to protect both our brand and the integrity of our Affiliate relationships.

2. Account Terms

You must be 18 years of age or older to participate this Program.
You must be a human. Accounts registered by “bots” or other automated methods are not permitted.
You must provide your full legal name, a valid email address, and any other information requested in order to complete the signup process.
Your login may only be used by one person – a single login shared by multiple people is not permitted.
You are responsible for maintaining the security of your account and password. Hyperactive Meditation™ cannot and will not be liable for any loss or damage resulting from your failure to comply with this security obligation.
You are responsible for all Content posted and activity that occurs under your account.
One person or legal entity may not maintain more than one account.
You may not use the Affiliate Program for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your legal jurisdiction, including, without limitation, country, state, city, province or territory.
Affiliate Approval: All Affiliate applications are subject to approval at the sole discretion of Hyperactive Meditation™. We reserve the right to approve or deny any application without the need to provide a reason. Additionally, participation in the Program may be revoked at any time if the Affiliate is found to be in violation of these terms or acting against the interests of the Program.

3. Engagement

As an Affiliate, you will be engaged on a non-exclusive, non-employee, independent contractor basis, for the limited purpose of marketing and promoting the sale of Hyperactive Meditation™ goods or services (“Products”). As an Affiliate you will bear all costs and expenses related to your marketing or promotion of Hyperactive Meditation™ or any Hyperactive Meditation™ Products.

4. Independent Contractor

Affiliate’s relationship with Hyperactive Meditation™ is that of independent contractor, and nothing in this Agreement is intended to, or should be construed to create a partnership, agency, joint venture or employment relationship.
Affiliate acknowledges and agrees that (i) Affiliate is an independent contractor, that may perform services similar to those required by this Agreement for various entities and individuals other than Hyperactive Meditation™, and (ii) Affiliate is solely responsible for the manner and form by which Affiliate performs their obligations under this Agreement.
Affiliate will not be entitled to any of the benefits that the Hyperactive Meditation™ may make available to its employees. Affiliate is solely responsible for, shall withhold as required, and file, on a timely basis, all taxes, tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement.

5. Promotional Materials

Hyperactive Meditation™ may make available to Affiliate certain promotional content or products including, but not limited to, banner advertisements, button links, text links, widgets, and/or other graphic or textual material for display and use on, or in, Affiliate’s website, website resource library, direct emails to Affiliate users, webinars, blog posts and social media posts (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website and other aforementioned online marketing channels, provided that the manner of display shall be subject to all the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to the Hyperactive Meditation™ website as specified by Hyperactive Meditation™.

6. Use of Promotional Materials

Affiliate’s use and display of the Promotional Materials shall conform to the following terms, conditions and specifications:

Affiliate may not use any graphic, textual or other Promotional Materials to promote the Hyperactive Meditation™ website or the Products other than those provided by, or approved in advance in writing, by Hyperactive Meditation™.
Affiliate may only use the Promotional Materials for the purpose of promoting the Hyperactive Meditation™ website and the Products, and for linking to the Hyperactive Meditation™ website.
Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by the Hyperactive Meditation™. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from the Hyperactive Meditation™ for such alteration or modification.
The Promotional Materials will be used to link only to the Hyperactive Meditation™ website, and/or to the specific Product page and address as specified by Hyperactive Meditation™.
The Affiliate may, in its sole discretion, refuse to display the Promotional Materials. In this event the Affiliate shall provide the Hyperactive Meditation™ with the reason for this refusal and the Parties agree to work in good faith to amend or modify the Promotional Material to overcome the reason for the refusal and allow the Promotional Material to be displayed.
Affiliate will not send any email regarding Hyperactive Meditation™ or Hyperactive Meditation™ Products to any individual or entity that has not requested such information. In the event that the Affiliate undertakes an email campaign, the affiliate agrees to comply with the rules promulgated by the CAN-SPAM Act (16 CFR Part 316) and all state and international laws governing unsolicited email.
All marketing emails must include Affiliate’s contact information and “unsubscribe” information in any email regarding Hyperactive Meditation™ and shall not imply that such emails are being sent on behalf of Hyperactive Meditation™.
Affiliate will not engage in any fax, broadcast or telemarketing marketing methods with respect to Hyperactive Meditation™ or Hyperactive Meditation™ Products.

7. Marketing Materials

Provision and Use: Hyperactive Meditation™ provides a range of marketing materials through the Affiliate dashboard, which are available exclusively for download by our Affiliates. These materials include but are not limited to images, videos, banners, and text content.
Hosting Requirements: Affiliates are required to download these materials and host them on their own servers or social media platforms. Direct embedding of these materials from Hyperactive Meditation™ servers is strictly prohibited
Rationale: This policy is in place to control bandwidth and hosting costs associated with video content, particularly looping videos. Improper embedding practices can lead to excessive streaming costs as videos continue to loop, which can occur if they are not properly coded to stop once out of view on a user’s screen.
Compliance: Affiliates must ensure that all hosted materials are used in compliance with the guidelines provided and must refrain from altering the content in ways that misrepresent or dilute the Hyperactive Meditation™ brand.

8. Intellectual Property Rights

Usage of Branded Materials: As an Affiliate, you are granted a limited, non-exclusive, non-transferable license to access and use the Hyperactive Meditation™ marketing materials, including logos, trademarks, and promotional content, solely for the purpose of promoting our Products within the guidelines provided by us. You agree not to modify the branding, logos, or promotional materials provided by Hyperactive Meditation™ without our prior written consent.
Ownership and Rights: Affiliates acknowledge and agree that all rights, title, and interest in the promotional materials, Products, and any copyrighted, trademarked, or proprietary information provided through the Hyperactive Meditation™ Affiliate Program remain with Hyperactive Meditation™. Affiliation does not grant any rights to intellectual property owned by Hyperactive Meditation™ or its licensors.
Prohibition on False Association: You must not create any materials that falsely imply that such materials are produced, endorsed, supported by, or Affiliated with Hyperactive Meditation™. Any use of our intellectual property outside the scope of the provided marketing materials, without prior written permission, is strictly prohibited.
Use of Affiliate’s Intellectual Property: Affiliate grants to Hyperactive Meditation™ a worldwide, non-exclusive, royalty-free, transferable and sub-licensable right and license to use and display in any manner the Affiliate’s trademarks, service marks, logos, trade names, copyrighted content, graphic files, images and other intellectual property, in connection with and for the purpose of performing its obligations and exercising its rights under this Agreement.

9. Marketing Practices

Ethical Marketing: As an Affiliate, you are required to engage in ethical marketing practices. You must not use deceptive advertising or misleading promotional techniques. All marketing efforts should fairly and accurately represent Hyperactive Meditation™ Products and services.
Disclosure Requirements: You agree to comply with all applicable laws and regulations regarding transparency in marketing. This includes clear and conspicuous disclosure of your Affiliate status in all promotional content, in accordance with the Federal Trade Commission (FTC) guidelines for Affiliate marketing. Such disclosures should be made in a manner that is easy for the consumer to notice and understand, affirming the nature of the Affiliate relationship.
Compliance with Promotional Guidelines: You must adhere to all promotional guidelines provided by Hyperactive Meditation™. This includes any limitations on how our Products can be marketed and the contexts in which they can be presented. We reserve the right to review and approve, or reject, any Affiliate marketing materials or practices that use our brand or Products.
Prohibited Marketing Practices: Affiliates are strictly prohibited from using Pay-Per-Click (PPC) advertising with branded keywords or engaging in spamming activities. Marketing efforts should focus on reaching your direct audience to ensure authenticity and alignment with our brand values.

10. Exclusive Access to Content

Program Review Access: Hyperactive Meditation™ occasionally provides Affiliates with complimentary access to our programs for the purpose of review and personal use. This access is intended to enable Affiliates to familiarize themselves with our offerings and enhance their marketing efforts.
Usage Restrictions: Access to programs granted to Affiliates is for their personal use only and must not be shared, distributed, or made accessible to other parties in any form. This includes, but is not limited to, sharing login credentials, downloading and distributing content, or providing direct access to the content through any means.
Content Handling: While Affiliates are encouraged to use and discuss their experiences with our programs in their promotional activities, they must not share direct previews, snippets, or any form of content directly extracted from the programs with their audience. Affiliates may demonstrate their personal use of the programs in their marketing materials but must not provide access to the content itself.
Protection of Intellectual Property: The content provided is proprietary and contains valuable intellectual property belonging to Hyperactive Meditation™. It is critical that Affiliates respect these rights by not engaging in any activity that would compromise the exclusivity and integrity of the content.
Enforcement: Violation of these terms will be considered a serious breach of this agreement and may result in immediate termination of the Affiliate relationship and other legal actions to protect the intellectual property rights of Hyperactive Meditation™.

11. Commission Structure and Changes

Commission Rates: Affiliates will receive a base Commission of 20% on all initial eligible Product sales they refer.
- MLM Commissions: For Multi-Level Marketing (MLM) sales made by Affiliates introduced to the Program by you, a base Commission of 5% will be paid.
Changes: Hyperactive Meditation™ may change any of the Commission terms and/or the Commission Rates at any time by providing Affiliate thirty (30) days prior written notice. Affiliate may terminate this Agreement without liability during such notice period if Affiliate does not accept such changes. Affiliate’s continued use of the Affiliate Program after the expiration of the thirty (30) day notice period shall be deemed acceptance by the Affiliate of the revised Commission terms.
Products Eligible to Earn Commissions: The Affiliate dashboard maintains an updated list of Products eligible for Commissions, which may change periodically at the sole discretion of Hyperactive Meditation™. It is the Affiliate’s responsibility to check this list frequently and adjust their marketing efforts in the event that a Product is no longer eligible for Commissions.
Eligible Purchases: Commissions are earned only on eligible Product purchases that meet the specified eligibility criteria in the Affiliate dashboard. Commissions are typically earned on standard digital meditation programs available through the online platform. No Commissions are paid on physical goods, custom programs, or live sessions, unless specifically noted otherwise in promotional offers.
Promotional Overrides and Conditional Inclusions: Promotional overrides to the base Commission rates may be offered under specific conditions detailed in the Affiliate dashboard. These conditions will clearly define eligibility, duration, and applicable Commission rates during the promotional period.
- Affiliate Ranking System: Affiliates have the opportunity to climb in rank through promotional periods, earning higher Commission rates and bonuses. Ranks are updated daily. Any sales made before the rank update are calculated based on the Affiliate’s current rank at the time of the sale. Details on rank tiers, bonus structures, and eligibility criteria are available in the Affiliate dashboard.
Tracking System: Hyperactive Meditation™ uses “Ultimate Affiliate Pro” to manage and track all cookies, sales, and Affiliate activities. The tracking system relies on cookies stored on customers’ devices to attribute sales to Affiliates. Cookies are valid for 90 days from the initial click-through.
- Limited Liability for Tracking: While Hyperactive Meditation™ makes every reasonable effort to ensure accurate tracking of sales and Commissions, we are not liable for tracking discrepancies that may result from:
  - Customer browser settings or actions (e.g., disabling cookies).
  - Technical malfunctions or interruptions beyond our control.
  - Affiliate misuse of tracking links including, but limited to deletion or corruption of tracking links and cookies, or promotional materials.

 Affiliates are encouraged to monitor their own performance regularly and report any concerns about tracking issues promptly.

12. Chargebacks and Refunds

Commission Adjustment; Chargebacks: If a chargeback is issued on a sale linked to your Affiliate ID, the associated Commission will be deducted from your earnings balance.
Negative Balance Prevention: In cases where the chargeback amount exceeds your current balance, the negative balance will roll over and be deducted from future payouts.
Affiliate Notification: Affiliates will be notified if a chargeback affects their Commissions, including details of the disputed transaction.
Ongoing Monitoring: Repeated chargebacks linked to an Affiliate may result in a review of their account to ensure compliance with Program guidelines.

13. Tracking and Payments

Cookie Duration: Affiliates will receive credit for referrals tracked within a 45-day cookie period. Hyperactive Meditation™ is not liable for any lost Commissions resulting from deleted or corrupt tracking links and cookies.
Payment Schedule: Payments are issued twice a month, on the 1st and 15th. A minimum payout threshold of $25 must be met before payments are processed. Notwithstanding the foregoing, all Commissions are placed in a “Pending” status for 30 days prior to being paid to the Affiliate; this is necessary to avoid purchaser fraud and any unnecessary chargebacks.
Tax Documentation:
- The Affiliate is responsible for all taxes on their Commissions as a result of their participation in this Program. Hyperactive Meditation™ shall not withhold any taxes from any Commissions paid to Affiliate.
- Affiliates earning $600 or more in a tax year must submit the appropriate tax form (W-9 for U.S. Affiliates or W-8BEN for non-U.S. Affiliates). Payments will not be issued until the correct form is received by Hyperactive Meditation™.

14. Termination and Renewal

Contract Duration: This Agreement will remain in effect unless terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by providing 10 days prior written notice.
Termination for Cause: Hyperactive Meditation™ reserves the right to terminate this Agreement immediately without prior written notice if you violate its terms including, without limitation any fraudulent activity.
Discontinuation of Program: Hyperactive Meditation™ reserves the right to modify, suspend, or permanently discontinue the Affiliate Program at any time, for any reason. Affiliates will be provided with at least 30 days’ notice in the event of Program discontinuation. In the event the Program is discontinued, any pending Commissions will be processed based on the terms in effect prior to discontinuation.
Effects of Termination: Upon termination, all rights to use Hyperactive Meditation™ branding and materials will cease, and any accrued Commissions not yet paid will be forfeited. Affiliate will return, or destroy (and provide certification of such destruction), all property of Hyperactive Meditation™ in its possession or control (including all Hyperactive Meditation™ creative content and all Confidential Information (as defined below). Affiliate will immediately cease displaying any Hyperactive Meditation™ creative content or any Hyperactive Meditation™ Trademarks on any Website or otherwise.
Inactive Accounts: Affiliates who do not generate sales or engage in promotional activities for six months may have their accounts reviewed and terminated solely at the discretion of Hyperactive Meditation™.

15. Representations and Warranties

Each Party’s website and online marketing do not contain any materials that are: (i) offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise); (ii)sexually explicit, obscene, or pornographic; (iii) graphically violent, including any violent images; or (iv) solicitous of any illegal or unlawful behavior.
Each Party owns or has obtained any necessary clearances, licenses, or other permission for any intellectual property used on the Party’s website. Nothing on the Party’s websites infringe upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does the Party have any reason to believe that any person or entity will bring or threaten such a claim in the future.
Affiliate will not use the Promotional Materials in any manner other than those set forth in this Agreement.
Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
Affiliate will not use the Hyperactive Meditation™ name or the Product names (or any name that is confusingly similar to the foregoing names) for any purpose on its website, in its promotional materials, or in any other context, except to promote the Hyperactive Meditation™ website and its Products as specified in this Agreement.
Affiliate will not register any domain name that incorporates the Hyperactive Meditation™ name or the Product names, or any associated trademarks, that are confusingly similar to the Hyperactive Meditation™ name, Product names or any associated trademarks.
Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing the Hyperactive Meditation™, the Product or the Hyperactive Meditation™ website.
Affiliate will promptly inform Hyperactive Meditation™ of any information known to Affiliate that could reasonably lead to a claim, demand or liability of or against Hyperactive Meditation™.
Affiliate shall acknowledge and promptly respond to all reasonable requests for information from Hyperactive Meditation™.

16. Mutual Non-Disparagement

The Affiliate and Hyperactive Meditation™ agree that, during the term of this Agreement and following the expiration or termination of this Agreement for any reason, neither Party shall disparage or damage the other Party’s reputation, name or status, and further that the Affiliate shall not disparage or defame the reputation, name or status of any of the Hyperactive Meditation™ principals, employees, members, managers, officers, directors and shareholders in any manner, whether verbally or through any other form of media, including, without limitation, social media. The terms of this provision shall survive the expiration or termination of this Agreement without limitation.

17. Disclaimer of Warranty

Hyperactive Meditation™ expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. The Hyperactive Meditation™ Affiliate Program and the Hyperactive Meditation™ API are provided “as-is”. Hyperactive Meditation™ further disclaims all representations and warranties, express or implied, that the Hyperactive Meditation™ software, servers, technology and the Hyperactive Meditation™ API will satisfy all of Affiliate’s requirements or will be uninterrupted, error-free or free from harmful components.

18. Limitation of Liability

In no event will the Hyperactive Meditation™ be liable to Affiliate under any theory of tort, contract, strict liability or other legal or equitable theory for any lost profits, lost data, lost opportunities, costs of cover, exemplary, punitive, personal injury/wrongful death, special, incidental, indirect or other consequential damages, each of which is hereby excluded by agreement of the Parties regardless of whether or not the Hyperactive Meditation™ has been advised of the possibility of such damages. In no event shall Hyperactive Meditation™ liability for any direct damages exceed the amount of Commissions paid to Affiliate by Hyperactive Meditation™ during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. Affiliate acknowledges that the Hyperactive Meditation™ has entered into this Agreement relying on the limitations of liability stated herein and that the Hyperactive Meditation™ would not offer to engage the Affiliate without those limitations, which are an essential basis of the Agreement.

19. Indemnification

Affiliates agree to indemnify and hold harmless Hyperactive Meditation™ from any claims, damages, or expenses arising from their participation in the Program, including but not limited to promotional activities or misrepresentation of Hyperactive Meditation™ Products. Hyperactive Meditation™ will promptly provide Affiliate with written notice of any claim which Hyperactive Meditation™ believes falls within the scope of the indemnifications provided under this Agreement. Hyperactive Meditation™ may, at its own expense, assist in the defense if it so chooses, provided that Affiliate will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Affiliate will not make any admission on behalf of the Hyperactive Meditation™ or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Hyperactive Meditation™ without the prior written approval of the Hyperactive Meditation™.

20. Confidentiality; Nondisclosure

Any information that Affiliate is exposed to by virtue of its relationship with the Hyperactive Meditation™ under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Hyperactive Meditation™ Information.” Affiliate may not disclose any Confidential Hyperactive Meditation™ Information to any third party unless Affiliate obtains prior written consent for such disclosure from the Hyperactive Meditation™.

21. Choice of Law; Venue

This Agreement will be governed and interpreted by the laws of the jurisdiction of the State of Oregon, without regard to its conflicts of law provisions. The Parties hereby irrevocably and unconditionally agree to the sole and exclusive jurisdiction of the state courts and U.S. federal courts having jurisdiction in the State of Oregon for any dispute arising out of this Agreement. The Parties to this Agreement hereby waive their right to a jury trial to the extent not prohibited by law.

22. Binding Effect; Assignment

This Agreement will be binding on the Parties hereto and their respective successors and assigns. Neither Party may assign the Agreement without the prior written consent of the other. Any assignment by operation of law, order of any court, or pursuant to any plan of merger, consolidation or liquidation, will be deemed an assignment for which prior consent is required and any assignment made without any such consent will be void and of no effect as between the Parties.

23. Waiver

A delay or omission by either Party to exercise any right or power under the Agreement will not be construed to be a waiver thereof. A waiver by either of the Parties of any of the covenants to be performed by the other or any breach thereof will not be construed to be a waiver of any succeeding breach thereof or of any other covenant in this Agreement.

24. Change to the Agreement

Hyperactive Meditation™ reserves the right to update and change this Agreement by posting updates and changes to the Hyperactive Meditation™ website here. If a significant change is made to the Agreement, we will provide reasonable notice by email to the Affiliate.

25. Force Majeure

Hyperactive Meditation™ shall not be held liable for failure or delay in fulfilling its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to an act of God, fire, casualty, flood, war, terrorist act, failure of public utilities, injunction or any act, assertion or requirement of any governmental authority, epidemic, pandemic, or destruction of production facilities (a “Force Majeure Event”).

26. Entire Agreement

This Agreement sets forth the entire agreement between the Parties with regard to the subject matter hereof. No other agreements, representations, or warranties have been made by either Party to the other with respect to the subject matter of this Agreement, except as referenced herein.
The Affiliate acknowledges having read and understood the Terms and Conditions set forth in this Affiliate Agreement, and hereby agrees to be bound by them.