Thank you for your interest in our Equine Hanna Somatics® Education Affiliate Program - we are thrilled to have you with us! You've probably learned by now that here in the Equine Hanna Somatics community, science, professionalism, transparency and ethics are all very important to us. It is our goal to not only work hard and provide excellent training and support to you, but also to maintain effective, open communication with our students, affiliates and clients. If at any time you have questions about our policies or approach, please don't hesitate to ask us!
The EHS Education Affiliate Program applications are invite-only - if you have already been invited and approved to join our affiliate program, please read the agreement and terms below, and complete the form at the bottom of this page to complete your affiliate application. We will be in touch via email asap (usually within 1-2 business days) to confirm your acceptance and send you your unique affiliate links so you can get started sharing this important work with your community!
The terms set forth below serve as your agreement as an affiliate, and are published here for your reference.
This AFFILIATE AGREEMENT (this “Agreement”) is made as of the most recent date set forth below the parties’ signatures hereto by Feel, Embodied LLC, an Oregon limited liability company doing business as Equine Hanna Somatics® Education and Feel Embodied Academy (“Company”), and the undersigned Representative (“Representative”).
WHEREAS, Company is in the business of providing education to equestrians and equine industry professionals through private practice and professional training programs, online courses and programs, mentorship, and practitioner support, as well as engaging in all activities necessary or incidental thereto; and
WHEREAS, Representative has relationships with organizations that may desire to purchase Company’ services, and Representative is willing to introduce and refer such prospective clients to Company in exchange for a referral commission as described in this Agreement.
NOW, THEREFORE, in consideration thereof and the mutual covenants, conditions, and terms set forth herein, the parties hereby agree as follows:
1. Referral Relationship. Company hereby appoints Representative as a non-exclusive referral affiliate for the term of this Agreement.
2. No Competitive Representation. During the term of this Agreement, Representative is not required to exclusively represent Company. However, during the term of this Agreement, Representative may not represent any other organization, product, or service that is competitive with Company. Company reserves the right to require Representative from time to time to disclose all other products or services represented by Representative so that Company may determine whether any particular product or service is competitive with the Company.
3. Compensation.
3.1 Definitions.
“Commission Period” means, with respect to a Referred Customer, the thirty (30) day period commencing on the date of the first in-person, virtual, or phone meeting between Company and the Referred Customer to discuss Company’ services after Representative has introduced the Referred Customer to Company.
“Qualified Revenue” means all amounts paid to and received by Company from Referred Customers for the verified purchase of a course using the Representative’s specific and Company-assigned URL affiliate link during the Commission Period, excluding any amounts invoiced to the Customer for: (a) taxes, duties, customs, or other amounts payable to a governmental authority; or (b) the Referred Customer’s reimbursement of travel expenses, costs of materials or supplies, or other costs and expenses incurred by Company; or (c) any amounts refunded to Customer within sixty (60) days of purchase.
“Referred Customer” means an organization that becomes a customer of Company after Representative introduces such organization to Company during the term of this Agreement. Existing customers of Company, prospective customers that Company is already in conversations with about professional services, and prospective customers that have already been referred to Company by another referral affiliate, distributor, or sales agent at the time Representative facilitates an introduction or offers to facilitate an introduction do not constitute Referred Customers for purposes of this Agreement.
3.2 Compensation. Company shall pay Representative a referral commission (“Commission”) equal to twenty-five (25) percent (%) of all Qualified Revenue paid to Company by any Referred Customer for services performed by Company during the Commission Period. Company shall pay the Commission in U.S. dollars within sixty (60) days after Company’ receipt of Qualified Revenue from the Referred Customer, only if the total commissions earned is equal to or greater than fifty (50) U.S. dollars. Company shall have no obligation to pay a Commission with respect to any Qualified Revenue unless and until Company receives payment of such Qualified Revenue. If Representative materially breaches Section 4 (Trademarks) or Section 6 (Confidentiality) and does not cure such breach within thirty (30) days after receipt of notice of such breach, Company shall not be required to pay any Commissions attributable to professional services performed after termination. If Representative is not in breach of Section 4 (Trademarks) or 6 (Confidentiality) of this Agreement, after termination of this Agreement, Company shall continue to pay Commissions for any Qualified Revenue attributable to the entire applicable Commission Period, even if such Commission Period ends after termination.
4. Intellectual Property.
(a) Trademarks. Representative acknowledges and agrees that Company is the sole and exclusive owner of the COMPANY name, service mark, and logo (collectively, the “Marks”). Any goodwill derived from the use by Representative of the Marks shall inure to the benefit of Company. If Representative acquires any rights in the Marks, by operation of law, or otherwise, such rights shall be deemed and are hereby irrevocably assigned to Company without further action by any of the parties. Representative agrees not to dispute or challenge or assist any other party in disputing or challenging the Company’s rights in and to the Marks or the validity of the Marks. Representative agrees that it shall not, during the term of this Agreement or thereafter, (a) do, omit to do, or permit to be done, any act which will or may dilute the Marks or tarnish or bring into disrepute the reputation of or goodwill associated with the Marks or which may invalidate or jeopardize any registration of the Marks; or (b) apply for, or obtain, or assist any other party in applying for or obtaining any registration of the Marks, or any trademark, service mark, trade name or other indicia confusingly similar to the Marks in any country.
(b) Copyrights. Representative acknowledges and agrees that Company is the sole and exclusive owner of all materials, whether written or recorded, published or unpublished, with respect to any courses, products, or work product developed either solely by the Company or jointly with Representative. The Representative may be granted a temporary and revocable license to view and participate in courses, but shall not acquire any rights thereto absent further written agreement.
3.4 Relationship of the Parties. This Agreement shall not constitute or give rise to an agency, partnership or joint venture between the parties, and each party's performance hereunder is that of a separate, independent entity. It is understood and agreed that nothing stated in this Agreement shall be construed as creating a relationship of employer and employee between the parties, and Company shall not withhold or deliver to the Internal Revenue Service, or any other administrative or governmental body or organization in Lane County, Oregon, or in any other locations in which Representative may be subject to any form of taxation, any funds of Representative’s, including but not limited to VAT, FICA, federal, state or local income tax. Representative shall be deemed an independent contractor at all times with respect to its performance and shall have no right or authority to assume or create any obligation, express or implied, on behalf of Company except as may be otherwise provided herein.
6.1 Definition of Confidential Information. “Confidential Information” means any information about Company or its business or technology that Representative knows or should reasonably know is confidential due to the nature of the information or circumstances under which it was disclosed to or learned by Representative, including by way of example and without limitation proposed projects, business models, processes, methods, trade secrets, finances, know-how, inventions, discoveries, sales information, strategies, financial information, customer and supplier identities, the terms of Company’ contracts with its customers, and any information about third parties (including Company’ customers) that Company is required by law or contract to keep confidential. “Confidential Information” does not include any information that Representative demonstrates is or becomes generally available to the public through no failure on Representative’s part to preserve its confidentiality.
6.2 Non-Use and Non-Disclosure. Representative will not, during or subsequent to the term of this Agreement: (i) use the Confidential Information for any purpose whatsoever other than to promote the services of Company and refer potential customers to Company; or (ii) disclose the Confidential Information to any third party except with Company’ prior written permission. Representative agrees that all Confidential Information will remain the sole property of Company or the applicable third party, as the case may be.
6.3. Disclosure Required by Law. This Section 6 will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that if Representative is subpoenaed or otherwise compelled by valid law or a court order to disclose Confidential Information, prior to disclosure, Representative shall first give prompt written notice to Company of the receipt of any subpoena or other request for such disclosure sufficiently in advance to permit Company to contest the subpoena or requested disclosure and/or seek a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order or subpoena was issued; and provided further that Representative shall provide Company with reasonable assistance with any such action.
6.4 Return or Destruction of Confidential Information. The obligation of this Section 6 shall survive the expiration or termination of this Agreement for any reason. Upon expiration or termination of this Agreement for any reason, Representative shall promptly return or destroy all copies of Confidential Information (including backups) in its possession or control, and within ten (10) business days’ of Company’ request, certify in writing such return or destruction to Company. Notwithstanding the foregoing, the Receiving Party shall be permitted to retain one copy of any reports issued by Company showing the calculation of Commission payments and any other documents that reasonably necessary for accounting or tax reporting.
This Agreement shall commence when it is signed by both parties and shall continue until either party provides notice of termination to the other party. Either party may terminate this Agreement for convenience by providing at least thirty (30) days prior notice to the other party. Either party may terminate this Agreement immediately upon written notice if the other party has breached any term of this Agreement. Upon termination if this Agreement, all obligations of the parties toward each other shall cease, except that all provisions of this Agreement which by their express terms, nature, sense or context are intended by the parties to survive the termination or expiration of this Agreement shall survive such termination or expiration, including without limitation, this Section 8 and Sections 4, 6, and 9. Furthermore, the expiration or termination of this Agreement for any reason shall not release either party from any liability to the other party, including any payment obligation, that has already accrued hereunder.
This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, United States of America without giving effect to its conflicts of law rules. Any dispute arising out of or related to this Agreement (including any agreements or documents incorporated herein by reference), or the breach thereof shall be settled by binding arbitration in Lane County, Oregon in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The prevailing party shall be awarded reasonable attorneys’ fees, together with any costs and expenses, to resolve the dispute and enforce the final judgment. Nothing in this Section 9.1 shall preclude an action for equitable relief by either party, including, but not limited to, proceedings to enforce a party’s rights relating to confidential business information. Either party may request a court to issue such temporary or interim relief (including temporary restraining orders and preliminary injunctions), either before or after arbitration is commenced. The temporary or interim relief may remain in effect pending the outcome of mediation or arbitration. No such request is a waiver of the right to submit any dispute to arbitration.
Notices. All notices permitted or required under this Agreement shall be in writing and shall be sent either by internationally recognized courier or electronic mail to the address or email address indicated below the recipient’s signature hereto, or at such other address or number as such party may designate by advance written notice to the other party.
Assignment. Representative may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Representative. Any prohibited assignment will be null and void. Subject to the foregoing, the terms and conditions of this Agreement shall bind and inure to the parties’ successors and assigns.
Entire Agreement. This Agreement constitutes the entire agreement between Company and Representative regarding the subject matter herein, and supersedes and replaces all prior or contemporaneous agreements and negotiations, either written or verbal.
Amendment and Waiver. No waiver of any breach or default shall constitute a waiver of any subsequent breach or default. Any amendment to this Agreement must be in writing and signed by both parties.
Severability. The invalidity or unenforceability of any term of this Agreement in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms or the validity or enforceability of such term in any other situation or in any other jurisdiction. If a final judgment declares any term hereof to be invalid or unenforceable, the court making the determination shall have the power to limit the term, to delete specific words or phrases, or to replace it with a term that is valid and enforceable and that comes closest to expressing the intention of original term that is being replaced, and this Agreement shall be enforceable as so modified.
Counterparts; Electronic Transmission. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed signature page to this Agreement by facsimile, emailed PDF, or Docusign (or similar electronic signing process) shall be as effective as delivery of a manually signed counterpart hereof.
Interpretation. The headings used in this Agreement shall not be considered in the interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date selected in the form below:
Disclaimer: Equine/Canine/Human Hanna Somatics is not bodywork or manual therapy, and is not a diagnostic or treatment tool. The information included on this website and in any affiliated programs is intended for educational purposes only and is not meant to take the place of professional veterinary or medical advice, may not be current, and is subject to change without notice. We encourage all members of the community to seek guidance from a licensed veterinarian, physician or allied healthcare practitioner regarding specific medical concerns or questions about your own or your animal’s health.
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