Affiliate Agreement
Between
Alchemic Energy Pty Limited (ACN 619 905 636) of PO Box 1044, Buderim, Qld, 4556
(Natalee Neill Energy Alchemist)
And
(Affiliate)
Background
- Energy Alchemist and the Affiliate wish to enter into an agreement under which Affiliate becomes an authorised web affiliate partner of Energy Alchemist (“Affiliate”)
- Under the terms of this Affiliate Agreement, the Affiliate will market the online programs offered by Energy Alchemist with the intention of having Internet users or referrals enrol in the program (Enrolment).
- Upon a successful Enrolment, the Affiliate will be rewarded with commission for driving successfully converted traffic into an Energy Alchemist program, subject to the terms and conditions set out below.
Relationship between the parties
- The relationship created between the parties is one of independent contractors. The Affiliate refers potential customers to Energy Alchemist for Enrolment, in return for which the Affiliate receives a commission for successful bookings. People who are referred will become customers of Energy Alchemist and have no ongoing relationship with the Affiliate.
- Nothing in this Affiliate Agreement is deemed to create any partnership, joint venture, agency, franchise, sales representative relationship between Energy Alchemist and Affiliate. Affiliate is not able to and has no authority to bind Energy Alchemist in any way, and must not make representations on behalf of Energy Alchemist.
- The Affiliate acknowledges that this Affiliate Agreement is non-exclusive, and that Energy Alchemist may appoint other Affiliates to market its online programs. Energy Alchemist also markets the online programs.
- Energy Alchemist reserves the right to reject any application to become an affiliate in its sole discretion, without providing reason for its refusal.
Availability
- Energy Alchemist does not guarantee Enrolment of every person referred by the Affiliate. All places in the online courses are subject to availability.
License
- Energy Alchemist may make images, text and content available for use by Affiliates (IP). In relation to the IP, Energy Alchemist grants the Affiliate a non-exclusive, revocable license to use the images, text and content provided by Energy Alchemist to the Affiliate sole for the purpose of allowing the Affiliate to promote the online programs.
- The Affiliate may only use the IP that Energy Alchemist explicitly makes available to Affiliates as part of the Affiliate program.
- The Affiliate agrees not to use any other Energy Alchemist IP without prior written permission. In particular, the Affiliate must not copy or use images, text and content from Energy Alchemist websites for other third party websites.
Commission
- In return for a registered Enrolment, the Affiliate will earn a commission from Energy Alchemist.
- The Affiliate will not be entitled to a commission for cancellations.
- Commissions will be set by Energy Alchemist in accordance with the Schedule 1 of this Affiliate Agreement or as otherwise notified to the Affiliate.
- Energy Alchemist reserves the right to change the amount of commission paid to the Affiliate at any time, on 14 days prior notice to Affiliate.
- If all or part of an Enrolment is refunded within the first 13 weeks of the Enrolment, the relevant commission connected to that Enrolment must be refunded by the Affiliate on a pro rata basis (Refund). As a general rule, Energy Alchemist will only issue a Refund in extenuating circumstances at its discretion.
- Energy Alchemist will pay the Affiliate all commissions on a monthly basis.
- Affiliate must provide Energy Alchemist with its tax file number or Australian business number. Energy Alchemist will issue Affiliate with a recipient created tax invoice for all commissions paid by Energy Alchemist to Affiliate, within 14 days of the end of each month.
- All commission rates under this Affiliate Agreement and specified in the Commission Schedule provided by Energy Alchemist from time to time are exclusive of GST.
- Energy Alchemist will under no circumstances be liable for any damages arising in connection with a failure to pay commissions due to a technical fault in the accounting system run by Energy Alchemist. In the event that a commission is mistakenly not paid in these circumstances, Energy Alchemist agrees to pay the Affiliate for the commission due within a reasonable time after becoming aware of the mistake.
Program information
- The Affiliate’s referral website or other social media pages must not contain out-of-date, incorrect or misleading images, text or content.
- The Affiliate acknowledges that the Energy Alchemist website contains the most up-to-date information available for Energy Alchemist online programs, and the Affiliate should link to Energy Alchemist websites for online program information, rather than reproducing the content on the Affiliate’s referral website.
Affiliate relationship
- The Affiliate undertakes to:
- wherever requested by Energy Alchemist, provide to Energy Alchemist a list of all referral websites used by Affiliate to market Energy Alchemist online programs;
- Include on the referral website a logo or tag line stating the name of the Affiliate and that website is a web referral website. The logo and tagline must be prominently displayed in such a way that there is no confusion that the referral website belongs to Affiliate and not to Energy Alchemist;
- ensure that the referral website complies with all laws and regulations in force and does not violate or infringe the rights of any third party and that it is clearly disclosed that an affiliate arrangement is in place;
- ensure that the referral website conforms with any Energy Alchemist use or style guides, if and as provided by Energy Alchemist from time to time;
- use its own website templates for the referral website; and
- be solely responsible for the development, operation and maintenance of the referral website, as well as any material contained on such website. The Affiliate will be solely responsible for the technical operation of Affiliate’s systems as well as the accuracy and appropriateness of communications with customers.
Affiliate obligations
- During the term of this Affiliate Agreement and after termination, Affiliate must not do any of the following:
- copy the look and feel of any Energy Alchemist website;
- in any way represent or create the impression that the referral website is an official Energy Alchemist website or is a website sponsored or controlled by Energy Alchemist;
- use any language which may mislead a user to believe that they are dealing directly with Energy Alchemist (e.g. referring to an Energy Alchemist program as “our course”);
- engage in conduct that is illegal, misleading or deceptive;
- register or use domain names or sub-domain names which contain, or which are deceptively similar to, Energy Alchemist trade marks or program names;
- include on the referral website information which (or have a direct link to sites that contain information which) might be in any way detrimental to Energy Alchemist’s brands, image or reputation;
- use Energy Alchemist trade marks and logos other than those expressly approved for the Affiliate’s use by Energy Alchemist;
- illegally copy or reproduce Energy Alchemist content including photographs, logos and written details of Energy Alchemist online programs other than those expressly approved for the Affiliate’s use by Energy Alchemist;
- purchase or use any search engine keywords or metatags that include Energy Alchemist program names or trade marks, or anything deceptively similar thereto;
- place misleading content on blogs or opinion websites, or use blogs for the purpose of driving traffic to the Affiliate’s website;
- create websites that have multiple pages about a single Energy Alchemist program, without Energy Alchemist’s prior consent; or
- use any predatory advertising methods in the promotion of Energy Alchemist online programs. Predatory includes any method that creates or overlays links or banners on web sites, spawns browser windows, or any other method invented to improperly generate traffic.
- Should the Affiliate undertake any of the prohibited activities listed in clause 21, Energy Alchemist reserves the right to suspend commission payment to Affiliate, and may terminate this Affiliate Agreement immediately upon notice to Affiliate at its discretion.
Energy Alchemist obligations
- Subject to clause 8, Energy Alchemist will provide the Affiliate with the ability to access and market a range of Energy Alchemist online programs as made available by Energy Alchemist from time to time, as an affiliate of Energy Alchemist.
- Energy Alchemist may modify the terms of this Affiliate Agreement, by providing Affiliate with 30 days notice.
Term and termination
- This Affiliate Agreement commences when:
- signed by both parties; or
- when the Affiliate accepts this agreement by clicking “I agree” in relation hereto or placing its electronic signature at the bottom of a registration form, and continues indefinitely unless terminated by either party by providing 14 days written notice to the other party.
- Following termination, the Affiliate:
- must cease using all Energy Alchemist IP; and
- must, within 24 hours of termination, remove any Energy Alchemist links or Energy Alchemist Intellectual Property from the referral website.
- If Energy Alchemist terminates this Affiliate Agreement without cause, Energy Alchemist will pay the Affiliate any commission earned by the Affiliate prior to or on termination
- If Energy Alchemist terminates this Affiliate Agreement for breach, or if the Affiliate terminates this Affiliate Agreement without cause, Energy Alchemist will not pay any further commissions earned by the Affiliate.
- The rights and obligations of the parties under clauses ‘Affiliate obligation’, ‘Term and Termination’, ‘Indemnity’, ‘General’, survive termination or expiration of this Affiliate Agreement.
Indemnity
- The Affiliate shall at all times indemnify and hold harmless Energy Alchemist and its officers, employees and agents from any and all costs, losses, damages, liabilities, judgments and expenses (including legal costs and expenses on a full indemnity basis) or liability reasonably incurred or suffered by any of those indemnified in each case arising out of or relating to:
- the development, operation, maintenance and contents of the referral website;
- a breach by Affiliate of its obligations under this Affiliate Agreement; and
- any wilful, unlawful or negligent act or omission of Affiliate.
Notices
- Where Energy Alchemist is required or permitted to give Affiliate information (eg a notice) under this Affiliate Agreement, Energy Alchemist may do so in any way, including by:
- giving Affiliate the information by telephone, facsimile, mail or email using the contact details provided by the Affiliate to Energy Alchemist; or
- making the information available on Energy Alchemist’s website.
General
- The terms of this Affiliate Agreement are confidential and must not be disclosed by the Affiliate to any other person.
- Energy Alchemist may assign its rights and obligations under this Affiliate Agreement to a related body corporate of Energy Alchemist as that term is defined in the Corporations Act 2001 (Cth). Energy Alchemist may permit a related body corporate to carry out obligations of Energy Alchemist herein.
- Affiliate may not assign this Affiliate Agreement to any third party without Energy Alchemist’s prior consent.
- This Affiliate Agreement constitutes the entire agreement of the parties and supersedes all previous agreements, negotiations, representations and warranties (whether written or oral) and understandings between the parties.
- This Affiliate Agreement may consist of a number of copies, each signed by one or more parties to this Affiliate Agreement. If so, the signed copies are treated as making up the one document.
- Each party acknowledges that in entering into this Affiliate Agreement it has not relied on any representations or warranties about its subject matter except as expressly provided for in the written terms of this Affiliate Agreement.
- If any provision of this Affiliate Agreement is held invalid, illegal or unenforceable in a jurisdiction it is severed for that jurisdiction. The remainder of this Affiliate Agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected.
- Each party agrees, at its own expense, to do anything the other party reasonably asks (such as obtaining consents, signing and producing documents and getting documents completed and signed) in order to effectuate the purposes or terms of this Affiliate Agreement.
- The law in force in the State of Queensland, Australia, governs this Affiliate Agreement. Each party submits to the non-exclusive jurisdiction of the courts of Queensland.
| EXECUTED BY ALCHEMIC ENERGY PTY LTD (ACN 619 905 636 ) pursuant to section 127(1) of the Corporations Act 2001 | ||
SCHEDULE 1
| Option 1Affiliate Coach | Option 2Affiliate Referrer |
The requirement to qualify:
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Requirement to qualify:
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