Affiliate Program Agreement & Schedule
Affiliate Program Operating Agreement (“Agreement”)
This Affiliate Program Operating Agreement (“Agreement”) contains the terms and conditions that governs a participants participation in the Affiliate Program. “We,” “Company,” “Us,” or “Our” refers to Augments Training Armoury Pty Ltd, and ("Affiliate") refers to the undersigned affiliate or participant (collectively referred to as the "Parties"). The term “Company Site” refers to the website where the Company hosts its e-commerce platform.
1. Program Overview1.1 The Company operates an affiliate program (the "Program" or “Programme”) that allows participants (“Affiliate”) such as athletes to promote Company products and services through their personal networks.
1.2 The Affiliate wishes to participate in the Program and promote the Company's products and services using a unique coupon code and/or links provided by the Company.
2. Term
2.1 This Agreement shall commence on the date of both Parties' acceptance and shall continue until terminated by either party in accordance with the termination provisions stated herein.
3.1 Promotion: The Affiliate shall use their best efforts to promote the Company's products and services and increase the usage of their unique coupon code.
3.2 Coupon Code Usage: The Affiliate shall distribute their unique coupon code only through approved channels and in compliance with all applicable laws and regulations.
3.3 Compliance: The Affiliate shall comply with all applicable laws, rules, and regulations relating to their participation in the Program, including but not limited to those governing advertising, marketing, and privacy.
3.4 Ethical Conduct: The Affiliate shall conduct themselves in a professional and ethical manner, and shall not engage in any conduct that may harm the Company's reputation or business interests. The Company reserves the right to monitor the Affiliate's activities for compliance with ethical conduct requirements. Any violations may result in corrective actions or termination of this Agreement.
4. Commission and Payment
4.1 Commission: The Company shall pay the Affiliate a commission on qualifying purchases stipulated in the Affiliate Program Commissions Schedule made using the Affiliate's unique coupon code. The commission rate and structure shall be agreed upon separately and outlined in the commissions schedule.
4.2 Payment: The Company shall make payments to the Affiliate on a regular basis as per the agreed payment terms. Payment shall be made through a method mutually agreed upon by the Parties.
4.3 Payment Terms and Adjustments: The Company shall not be responsible for any taxes, fees, or charges imposed by financial institutions or payment processors associated with the payment transfer. Any such taxes, fees, or charges shall be the sole responsibility of the Affiliate. The Company reserves the right to adjust or withhold the payment if there are any suspected fraudulent activities, violations of the terms and conditions of this Agreement, or any other reasonable grounds as determined by the Company. In such cases, the Company shall notify the Affiliate through reasonable means regarding the reasons for the adjustment or withholding of payment.
5. Termination
5.1 Termination for Convenience: Either party may terminate this Agreement at any time and for any reason by providing written notice to the other party.
5.2 Termination for Cause: Either party may terminate this Agreement with immediate effect if the other party breaches any material provision of this Agreement and fails to cure such breach within 7 days of receiving written notice specifying the breach. The Company's right to terminate shall be in addition to any other rights or remedies available to it under law or equity.
6. Governing Law and Jurisdiction
6.1 This Agreement shall be governed by and construed in accordance with the laws of Australia. Any legal action or proceeding arising out of or relating to this Agreement shall be exclusively venued in the courts of Australia. The Affiliate shall comply with all applicable laws, regulations, and guidelines of Australia while participating in the Program. This includes, but is not limited to, compliance with consumer protection laws, privacy laws, advertising and marketing regulations, and any other laws or regulations that may be relevant to the Affiliate's activities under this Agreement. In the event that the Affiliate fails to comply with any applicable Australian laws, the Affiliate shall indemnify and hold the Company, its officers, directors, employees, and agents harmless from any claims, actions, damages, liabilities, costs, or expenses arising out of or related to such non-compliance.
7. Indemnification
7.1 Indemnification: The Affiliate agrees to defend, indemnify, and hold the Company, its officers, directors, employees, and agents harmless from any claims, actions, damages, liabilities, costs, or expenses arising out of or related to the Affiliate's participation in the Program or any breach of this Agreement.
8. Limitation of Liability
8.1 Exclusion of Damages: In no event shall either party be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Agreement, regardless of the cause of action and even if the party has been advised of the possibility of such damages. The maximum aggregate liability of the Company for any claim arising out of or relating to this Agreement shall not exceed the total commission paid or payable to the Affiliate under this Agreement in the six (6) months preceding the event giving rise to the claim.
9. Severability & Entire Agreement
9.1 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired.
9.2 Entire Agreement: This Agreement represents the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.
10. Relationship of Parties
10.1 Independent Contractors: The Parties acknowledge and agree that their relationship under this Agreement is that of independent contractors. Nothing in this Agreement or any associated documents shall create a partnership, joint venture, agency, franchise, or employment relationship between the Company and the Affiliate.
10.2 Authority: The Affiliate acknowledges and agrees that they have no authority to make or accept any offers or representations on behalf of the Company. The Affiliate shall not make any statements, whether on their platform, networks or otherwise, that contradict or may contradict the provisions of this section.
10.3 Non-Compete: During the term of this Agreement and for a period of 7 calendar days after the termination or expiration of this Agreement, the Affiliate shall not participate in or engage with any other affiliate programs, products, or services that are in direct competition with the Company's products or services, or that fall within the same market or product type as the Company's offerings. The Affiliate may request approval by submitting a request to the Company, outlining the nature and details of the proposed participation in the competing affiliate program, product, or service. The Company shall review the request and provide a response indicating its approval or denial.
11. Modification of the Agreement
11.1 Modification by the Company: The Company reserves the right to modify, amend, or update this Agreement at any time and in its sole discretion. The Company will provide notice of any modifications by using reasonable means, which may include sending an email to the Affiliate's registered email address, posting a notice on the Company Site, or any other method that is reasonably calculated to reach the Affiliate. The Affiliate's continued participation in the Program after the effective date of any modifications shall constitute their acceptance of such modifications.
11.2 Obligation to Review Modifications: It is the Affiliate's responsibility to review any modifications made to this Agreement. If the Affiliate does not agree with the modifications, they must notify the Company in writing within 14 calendar of receiving notice of the modifications. Failure to provide such notice shall constitute the Affiliate's acceptance of the modified Agreement.
12. Confidentiality
12.1 Non-Disclosure: The Affiliate acknowledges that during the course of participating in the Program, they may have access to confidential information of the Company. The Affiliate agrees to keep such information confidential and shall not disclose it to any third party without the prior written consent of the Company, except as required by law.
12.2 Return of Information: Upon termination or expiration of this Agreement, the Affiliate shall promptly return to the Company or destroy and delete any confidential information, materials, products, or documents in their possession or control relating to the Company and shall not retain any copies thereof.
13. Intellectual Property
13.1 Ownership: The Affiliate acknowledges and agrees that all intellectual property rights, including but not limited to trademarks, copyrights, and patents, associated with the Company's products, services, and promotional materials, shall remain the sole property of the Company.
13.2 Limited License: The Company grants the Affiliate a limited, revocable, non-transferable, and non-exclusive license to use the Company's intellectual property solely for the purpose of promoting the Company's products and services within the scope of this Agreement. The Affiliate shall not modify, reproduce, distribute, or create derivative works of the Company's intellectual property without the Company's prior written consent.
14. User-Generated Content
14.1 The Affiliate acknowledges that they may create and post their own content related to the Company's products or services on various social media platforms. The Affiliate further acknowledges and agrees that any content they create and post, including but not limited to social media posts, is done so of their own volition and is not representative of the Company or its brand.
14.2 The Company retains the right to request the removal of any user-generated content created by the Affiliate that uses the Company's brand, trademarks, or intellectual property in a manner that is inconsistent with the Company's values, guidelines, or brand image. The Affiliate shall promptly comply with such requests and remove the content as requested by the Company.
14.3 The Company shall not be held liable for any user-generated content created and posted by the Affiliate that is unauthorised, inappropriate, defamatory, misleading, or harmful to the Company's brand or reputation. The Affiliate agrees to indemnify and hold the Company harmless from any claims, damages, liabilities, costs, or expenses arising out of or related to such unauthorised or detrimental content.
Affiliate Program Commissions Schedule (“Schedule”)
This Affiliate Program Commissions Schedule (“Schedule”) is an integral part of the Operating Agreement governing your participation in the Affiliate Program. The purpose of this Schedule is to outline the Commission fee rates applicable to your participation in the Program, as well as the limitations concerning commission fees on certain Products. Please note that we reserve the right to modify this Schedule without prior notice in accordance with the Operating Agreement. We will make efforts to notify you about these modifications within reasonable means, which may include updating this page, sending emails, making posts, or utilising other suitable communication channels, but it remains your responsibility to review any modifications made to this Schedule in accordance with the Operating Agreement.
1. Qualifying Purchases and Commission Calculation: You have the opportunity to earn commission fees for Qualifying Purchases. Commission fees are generally calculated as a percentage of Qualifying Revenues. "Qualifying Revenues" refer to the amounts received from customers' Qualifying Purchases, excluding shipping, handling, gift-wrapping fees, taxes, transaction and service charges, discounts, and returns. Commissions are not earned on returned products, any commissioned earned on products that are later returned will be deducted from later commissions.
2. Commission Fee Variation: The commission rates and fees you may earn can vary based on the category of Products that constitute Qualifying Purchases. The determination of product classification within each category will be made by us.
3. Changes to Commission Fee Rates: We reserve the right to make changes to the commission fee rates without prior notice. Such changes may include, but are not limited to, excluding certain products or categories of products from earning commission fees, or adjusting the commission fee rates for specific products or categories of products.
4. Exclusions, Special Offers and Promotions: We may run special or limited-time offers or promotions during which commission fees may or may not be eligible to be received depending on the product and collection. We will notify you about these exclusions, rate changes, special offers, or promotions through various means, including but not limited to updating this page, sending emails, making posts, or utilising other suitable communication channels.