Thanks for your interest in becoming our Affiliate! These Terms are entered into between Imani Fitness Pty Ltd (ABN 22 602 835 021) ATF The Oliech Family Trust T/A Imani Transformations (we, us or our) and you, together the Parties and each a Party. These terms form the entire agreement between the Parties (Terms).
- You accept these Terms by clicking the checkbox confirming that you accept these Terms before submitting an application to us to become an Affiliate through our Site.
- By accepting these Terms, you agree that, should we accept you as an Affiliate, you will be provided with a unique link (Affiliate Link) in order to refer Referrals to us, in exchange for the Commission, in accordance with these Terms. We may accept or reject your application to become an Affiliate at our discretion.
- The term of this Agreement will begin on the date that you accept these Terms and will continue until terminated by either Party in accordance with these Terms (Term).
- These Terms do not create an exclusive relationship between the Parties.
- Referral Process
- You may refer a Referral to us by sending your Affiliate Link to a Referral.
- We may accept or reject a Referral at our discretion. If, after a Referral has been accepted by us, the Referral makes a purchase of a book or e-book (Digital Product) through our Site, you will be eligible to receive 10% of the price paid by the Referral for the Digital Product (Commission).
- You will earn Commission only on the Referral’s purchases made and attributed to your Affiliate Link.
- You will not receive a Commission if:
- the Referral is an existing customer of ours;
- we reject the Referral;
- the purchase made by the Referral was made using an incorrect Affiliate Link; or
- if the Referral fails to use the Affiliate Link to purchase a Digital Product through our Site.
- Commission will be calculated and paid out monthly to your nominated Paypal account via Paypal.
- You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us (whether under these Terms or otherwise).
- Affiliate Obligations
As our Affiliate during the Term, you agree to:
- not engage in any unfair, deceptive or unethical business practices;
- comply with all reasonable instructions, guidelines and procedures made by us in relation to your role as our Affiliate;
- bear all costs and expenses incurred in connection with your activities as our Affiliate;
- not do anything that may adversely affect our Platform’s goodwill or reputation;
- maintain the security of your Affiliate account, and assume all responsibility for any activity made from your Affiliate account;
- when posting any publicly-available material as an Affiliate or in connection with our Platform, to only post material which is tasteful, complies with all relevant laws, does not infringe any third-party’s Intellectual Property rights, does not use obscene or foul language, is not inappropriate, offensive or illegal or could be considered intolerant of a person’s race, culture, appearance, gender, sexual preference, religion or age;
- not engage in any spam activities, including sending unsolicited promotional emails, mass commenting on websites, posting your Affiliate Link on groups or forums where it is not permitted, and sending unsolicited messages;
- ensure our trademarks appear correctly on any of your public posts as an Affiliate;
- not make or offer any warranty or guarantee, or make any representation, in relation to us, our Platform, other than those warranties, guarantees or representations expressly provided on our Platform or any other material provided to you by us;
- comply with all laws, including the Spam Act 2003 (Cth) and any other applicable legislation;
- if required by law, disclose in all marketing materials where your Affiliate Link is displayed that you may receive a commission through the use of your Affiliate Link; and
- acknowledge us as the owner of our Platform and the owner of any Intellectual Property Rights in our Platform and its products, and you will not represent yourself as the owner of any Intellectual Property Rights in our Platform or its products.
You acknowledge that your failure to comply with these obligations may result in us, at our discretion, asking you to delete or amend any materials you have posted or shared in connection with your role as an Affiliate, or may result in us terminating your role as an Affiliate.
- Intellectual Property
- As between the Parties we own all Intellectual Property rights in Our Materials, you own all Intellectual Property rights in Your Materials, and nothing in these Terms constitutes a transfer or assignment of any Intellectual Property rights in Our Materials or Your Materials.
- We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use Our Materials that we provide to you, solely for the performance of your role as our Affiliate, as contemplated by these Terms.
- If you have any Moral Rights in any material provided, used or prepared in connection with these Terms or the performance of the Services, you agree to consent to our use or infringement of those Moral Rights. In the performance of the Services, or the use of any Intellectual Property rights in connection with these Terms, you must not commit any Intellectual Property Breach.
- This clause 5 will survive the expiry or termination of these Terms.
- Limitation of Liability
- The Affiliate Link is provided ‘as is’ and ‘as available.’
- We are not liable for any consequential, indirect, incidental or special losses or loss of profit, revenue, goodwill or data) you may incur in connection with these Terms, your role as an Affiliate, or your access to, or use of, your Affiliate Link, including any interruptions or errors.
- We are not responsible for any third parties that may be associated with facilitating your role as our Affiliate, including Paypal, or any payment provider.
- To the maximum extent permitted by law, a Party’s liability for any Liability under these Terms will be:
- limited to $1,000,000 (Liability Cap); and
- reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party, including any failure by that other Party to mitigate its loss.
- This clause 6 will survive the expiry or termination of these Terms.
Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:
- any breach by you of these Terms;
- any content you share in connection with your role as an Affiliate; and
- any third party claim against us, as a result of your performance under these Terms,
but this indemnity will be reduced proportionately to the extent the Liability was caused or contributed to by the acts or omissions of us (or any of our Personnel).
This clause 7 will survive termination or expiry of these Terms.
- Either Party may terminate these Terms at any time by notifying the other Party in writing.
- We may terminate these Terms with written notice, for any reason or immediately, if you:
- are in material breach of these Terms; or
- deactivate your account on our Platform.
- Upon expiry of these Terms you agree to:
- stop promoting the Affiliate Link;
- return to us all of our property (including any of our confidential information and any of our Intellectual Property) in your possession; and
- stop representing that you are authorised to promote, market or otherwise advertise our Platform or our business.
- Upon expiry of these Terms, we agree to pay you Commission on any Earnings made up until the date of termination.
- This clause 8will survive the termination or expiry of these Terms.
- Termination of these Terms will not affect any rights or liabilities which a Party has accrued under it.
- Entire agreement: These Terms contain the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
- Governing law: These Terms are governed by the laws of Victoria. The Parties irrecovably and unconditionally submit to the non-exclusive jurisdiction of the courts of Victoria.
- Relationship of Parties: Nothing in these Terms 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 clause.
- Changes to these Terms: We may make changes to these Terms at any time or by posting new or updated Terms on our Platform. We will also inform you via the email address you used to sign up as an Affiliate. If you do not agree with an amendment to these Terms, you may terminate these Terms in accordance with clause 8.
In these Terms:
Affiliate means you, as signing up for our affiliate program and engaging in affiliate marketing activities for us.
Affiliate Link means the unique link provided to you which tracks your attributed sales, in order to calculate Commission.
Business Day means a day on which banks are open for general banking business in Victoria, excluding Saturdays, Sundays and public holidays.
Intellectual Property means any copyright, registered or unregistered designs or trade marks, domain names; know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.
Moral Rights has the meaning given in the Copyright Act 1968 (Cth).
Our Materials means any advertising or promotional material that we provide to you and all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of us or our Personnel.
Paypal means Paypal, a payment processor available at www.paypal.com/au/home or any other URL used by Paypal from time to time.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents.
Referral means a potential new customer.
Site means the website found at www.imanitribe.com or any other URL used by us from time to time.
Your Materials means any advertisement or promotional material that you develop relating to your role as our Affiliate, and excludes Our Materials.