Affiliate Agreement

Last Revised: October, 2019

This AFFILIATE AGREEMENT (“Agreement”) contains the terms and conditions that apply to your participation as an affiliate (“you,” “yours,” or “Affiliate”) in the Affiliate Program of Motion Trader Pty Ltd (“we,” “us,” “our,” or the “Company”), having an address of PO Box 5191, Turramurra, 2074.

Affiliate represents and warrants to Company that Affiliate has read and understands the Company Policies that are set forth herein and/or on its web site and agree to the terms set forth therein. Our Affiliate Program is administered through our Company pursuant to the policies at our Company web site, as well as stated herein.

Affiliate acknowledges that it may participate in the Affiliate Program only under the terms and conditions set forth below, and that subsequent to Company accepting this Agreement, Company will, in its sole discretion, determine whether or not to accept Affiliate into Company’s Affiliate Program.

1. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any 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 site or otherwise, that reasonably would contradict this statement.

All Affiliates must be 18 years of age or older. If you are under 18 years of age, you are not permitted to be an Affiliate.

2. Term and Termination

The term of this Agreement will begin when you accept the Agreement, and will end when terminated by either party. Either the Company or you may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliate's Web Site, all links to Company’s Web Site and all other materials provided in connection with this Agreement, if any. You are only eligible to earn commissions on sales occurring during the Term, and commissions earned through the date of termination with remain payable only if the product orders are not cancelled. Company may withhold final payment for a reasonable time to ensure against cancellation.

3. Company Material

Affiliate will make no claims regarding potential returns, income, earnings, products, or services beyond what is stated by the Company or in Company Web Site. Affiliate further agrees not to disparage or misrepresent Company, Company products or services other Company Affiliates in any manner. Company reserves all rights in its trademarks, copyrights, and other intellectual property. Affiliate agrees not to use any intellectual property of Company unless Company gives explicit permission to Affiliate.

4. Commissions

Affiliate will typically receive forty percent (40%) of the initial sale as a commission from orders placed through our Affiliate Site (unless noted otherwise for a particular product), minus the amount of any refunds, taxes, and merchant fees. For a sale to generate a commission to an Affiliate, the customer must complete the order form and remit payment for the product ordered. Commissions will only be paid on sales that are made through qualified Affiliate links. Commissions are not paid on renewals or subsequent upgrades. They only apply to the initial purchase (including part-payments).

5. Payment

All Affiliate payments will be made through Paypal on a monthly basis, in Australian dollars, for sales that were paid by the customer in a prior period, after the refund period has expired. If a sale is cancelled or refunded, any paid commission will be deducted from a subsequent payment. Affiliate commissions will not be paid based upon amounts that are attributable to credit card fraud. Company reserves the right to deduct, in subsequent months, any commission paid for a product or service that is subsequently refunded, or for any reason where the previous monthly commission was overpaid or later subject to reduction.

Affiliate is solely responsible for ensuring that their Affiliate Link is set up properly to have sales tracked and recorded to qualify for commissions. Company is not responsible for the failure to assign any sale or commissions to Affiliate if the same results from the improper formatting of any affiliate links.

Company will only pay commissions on sales that are tracked through our tracking system and indicate Affiliate as the source of the visit to Company Web Site. Affiliate has no right to commissions if a buyer later returns to the Company site through another Affiliate link or source and makes a purchase.

Affiliate has no right to commissions based upon subsequent sales, or where “cookies” are used, overwritten or deleted, even where the customer first arrived at the Company site through your Affiliate link. Commissions will only be paid when the buyer makes a purchase on the same visit using your Affiliate Link of with your “cookie” indicating you as the Affiliate.

6. Order Fulfilment

Company or its representatives will be solely responsible for processing every order placed by a customer on the Affiliate Site. You are not authorized to sell any of these products from your site as a "reseller" and no "resale" rights are granted in ANY way on these products unless otherwise noted.

7. Customers

Customers who purchase products and services through the Affiliate Program will be deemed to be customers of Company. Accordingly, all rules, policies, and operating procedures concerning customer orders and service will apply to those customers. For example, in order to protect the privacy of Customers as required by applicable laws, Company will not share details about Customers with Affiliate, except to indicate that a sale was made by Affiliate. We may change our policies and operating procedures at any time. Prices and availability of our products and services may vary from time to time. Company policies will always determine the price paid by the customer.

8. Unsolicited Commercial Email or SPAM

Company has no tolerance for, and in no way participates in mass unsolicited emailing (i.e. spamming), and all Affiliates are expected to adhere to this policy as well. Violation of this policy will result in the termination of this Agreement and immediate dismissal from Company’s Affiliate Program, with no further commissions being owed to you. Affiliate agrees to comply with all applicable laws regarding SPAM. Company also considers any type of advertisement posted to a forum, web site, or other location that is in violation of that respective site’s respective posting/advertising policies to be SPAM.

9. Disclosure

You agree to disclose that you have a financial or other biased interest in whether someone purchases a product you are recommending (i.e. requires that you disclose that you are an affiliate).

10. Limitation of Liability

Company will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. The Company’s aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under to this Agreement. Further, our obligations and Affiliate remedies are solely and exclusively as described and limited in this Agreement and if applicable, on the Company’s Web Site Affiliate information.

11. Hold Harmless

Affiliate is solely and fully responsible for any and all costs and expenses Affiliate incurs in the marketing of the Company, Company products and services and Company’s Affiliate Program. Affiliate agrees to hold Company harmless from same.

12. Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or your potential to earn income from the Affiliate Program. In addition, we make no representation that the operation of our site or the Affiliate links will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

13. Offering

The Company location is stated in the first paragraph of this Agreement, and as an Affiliate you agree that this offering is made from the Company’s location and shall be governed by the laws of the State where the Company is located in Australia.

14. Jurisdiction and Disputes

This Agreement shall be governed by and construed in accordance with the laws of the State the Company is located in, as stated herein, without regard to any conflict of law rules. Any legal action arising out of this Agreement shall be litigated and enforced under the laws of the State where the Company is located. In addition, Affiliate agrees to submit to the jurisdiction of the courts of the State where the Company is located, and that any legal action pursued by Affiliate shall be within the exclusive jurisdiction of the courts of the city and state where the Company is located.

15. Assignment

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.

16. Modifications

The Company reserves the right to amend this agreement as needed from time to time, and Affiliate agrees that any and all such amendments will apply to the Affiliate. The continuation of Affiliate status, promoting or marketing the Company, Company products or services, or Affiliate’s acceptance of income, shall constitute Affiliate’s acceptance of any and all amendments. Affiliate agrees to review this Agreement for any changes or additions, monthly or at the beginning of each affiliate payout cycle, whichever is sooner.

17. Severability

In the event that any provision of this Agreement is held to be invalid or unenforceable, said provision shall be reformed only to the extent necessary to make it enforceable, and the balance of this Agreement will remain in full force and effect.

18. Miscellaneous

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

19. Contacting Us

For further information, please contact us me at [email protected], or send a letter to our address noted in the first paragraph.