Terms & Conditions - In Charge App

AFFILIATE ENGAGEMENT AGREEMENT

SCHEDULE

TERM	MEANING
Term	This Agreement will commence on the date this Agreement is accepted by you and will continue until terminated in accordance with its terms.
Affiliate Fee	The Affiliate Fee consists of the Standard Affiliate Commission and the Tiered Affiliate Structure, outlined below: Standard Affiliate CommissionsThe Standard Affiliate Commission is 50% of the revenue made by us from the first month of the Subscription purchased by a Referral. Each time the Subscription is renewed by the relevant Referral, you will receive a 10% recurring commission of the revenue made from the renewed Subscription fees. Tiered Affiliate Structure15% of the revenue made by us from a Subscription for Affiliates that reach 1000-4999 Referrals; 20% of the revenue made by us from a Subscription for Affiliates that reach 5000-9999 Referrals; 25% of the revenue made by us from a Subscription for Affiliates that reach 10000+ Referrals. Each tier needs to be maintained by user count to keep the tiered percentage. If you drop below the threshold associated with your tier, you will automatically be moved to a lower tier.

TERMS AND CONDITIONS

This Agreement is entered into between In Charge App Pty Ltd (ABN 92 647 032 666) (we, us or our) and you, the person accepting this Agreement (you or your), together the Parties and each a Party.

Acceptance
1. You accept this Agreement by confirming that you accept this Agreement via the platforms or applications through which we provide this Agreement to you, including our website and app, In Charge (Platform).
2. Upon acceptance of this Agreement, and when we accept your account and application, you will become an Affiliate.
Accounts
1. You must register on the Platform and create an account (Account) to become an Affiliate.
2. You must provide basic information when registering for an Account including your contact name, payment information (including your bank details), social handles or promotion details and email address and you must choose a password.
3. You may also register for an Account using your Facebook, Google or other social media network account (Social Media Account). If you sign in to your Account using your Social Media Account, you authorise us to access certain information on your Social Media Account including but not limited to your current profile photo and other basic information.
4. All personal information you provide to us will be treated in accordance with our Privacy Policy (https://inchargeapp.com/privacy-policy/).
5. You acknowledge and agree that we will review your account information and application to become an Affiliate and that we may, in our sole discretion, reject your application to become an Affiliate.
6. You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer or provide it to others.
7. You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.
Referral Process
1. We will issue you with a unique code and/or hyperlink that you can provide to prospective Referrals, which they can use on our website https://inchargeapp.com/ to purchase a subscription to our Platform.
2. You will receive the Affiliate Fee on Subscriptions purchased by Referrals via our website using your unique code or hyperlink.
3. We will use cookies to keep track of which Referrals have used your unique code or hyperlink. The cookies will keep tracking data of a potential referral for 30 days until a payment conversion is made and they become a Referral. You acknowledge and agree that once this 30 day period is over, the cookies will stop tracking the potential referral and no Affiliate Fee will be payable.
Referrals
1. During the Term, you agree to use your best efforts to refer Referrals to us. You may refer Referrals to us in accordance with the Referral Process.
2. We may reject any Referral:

that is an Existing Client; or
that has a contractual relationship or is in negotiations with us in relation to the Subscription.

Nothing in this Agreement creates an exclusive relationship between you and us, and we may, at any time, enter into arrangements with any other individual or entity, including in relation to receiving referrals of potential new business or clients, or any other business activities including in relation to the same or similar to the Subscription.
If you become aware of any actual or potential conflict of interest between this Agreement and any other work you are undertaking, you agree to inform us in writing and take reasonable steps to resolve the conflict.

Affiliate Fee
1. You may access, via your Account, a sales report, setting out the Affiliate Fee payable by us to you, for the immediately preceding period (Sales Report).
2. For the Affiliate Fee to be payable, you must meet a payment threshold of $50 per month. You agree that your payment will be withheld until you have met the threshold, upon which time the Affiliate Fee will be paid for the month.
3. We will pay the Affiliate Fee for any accepted Referrals within 30 days from the end of the preceding month in which the Referrals were accepted by us (Payment Terms).
4. You will be charged any payment processing fees imposed by a third party as a deduction from the total Affiliate Fee payable to you.
5. If a third party makes a claim for the Affiliate Fee (or part thereof) in respect of a Referral, then we may apportion the Affiliate Fee under this Agreement among the claimants at our sole discretion. We will make reasonable efforts to consult with all relevant parties regarding any apportionment, but any decision we make regarding the apportionment is final.
6. If a Referral receives a refund for the Subscription, you will not be entitled to any Affiliate Fees in relation to the Subscription the subject of the refund. If we have already paid you the Affiliate Fee in relation to a refund of a Subscription, then we will deduct the relevant Affiliate Fee from the Affiliate Fees due to you in the subsequent month.
Confidentiality
1. Subject to clause 6.2, each Party must (and must ensure that its Personnel do) keep confidential, and not use or permit any unauthorised use of, confidential information provided by the other party.
2. Clause 6.1 does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the disclosing party ensures the adviser complies with the terms of clause 6.1.
3. This clause 6 will survive termination or expiry of this Agreement.
Privacy
1. You agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act (as if you were an “APP entity” as defined in the Privacy Act) and any other applicable Privacy Laws that may apply to you or the supply of the Referrals. You must not (and procure your Personnel must not) do anything which may cause us to be in breach of any Privacy Laws.
2. In respect of any Personal Information (including in respect of our clients and employees) that you receive or have access to in connection with this Agreement, you must (and procure your Personnel must):

only use the Personal Information in accordance with our instructions and for the sole purpose of providing the Referrals; and
keep the Personal Information secure and protect it from loss, damage and unauthorised use or disclosure.
This clause 7 will survive the termination or expiry of this Agreement.
Intellectual Property
1. 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 this Agreement 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 purposes of you performing your obligations under this Agreement.
You grant us a non-exclusive, irrevocable, worldwide, sub-licensable and transferable right and licence to use Your Materials, that you provide us, for the purposes of us performing our obligations, exercising our rights or remedies, and/or for us to derive the benefits from the Referrals.
This clause 8 will survive termination or expiry of this Agreement.
Warranties and Representations
1. Each Party represents, warrants and agrees that:

it has full legal capacity, right, authority and power to enter into this Agreement, to perform its obligations under this Agreement, and to carry on its business;
that this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms;
if applicable, it holds a valid ABN which has been advised to the other Party; and
if applicable, it is registered for GST purposes.
You represent, warrant and agree that:

you are not aware of any actual or potential conflict of interest in providing the Referrals, and the execution and performance by you of this Agreement does not conflict with any Law or any other instrument binding on you;
you will conduct business in a manner that reflects favourably on us, our services and our Subscription;
you will make no false or misleading representations with respect to us, our services and our Subscription;
you will have no right to enter into any contracts, instruments or commitments in the name of, or on behalf of, us or to bind us in any respect whatsoever;
you will comply with any relevant laws, including any laws requiring you to disclose any Affiliate Fee that you may obtain from us, to the Referral or any potential Referral;
except as required by law or as expressly set out in this Agreement, you will not give or make any undertakings, guarantees or warranties to any person (including any potential Referrals) with respect to us and our Subscription without our prior written consent;
in marketing the and seeking Referrals, you will act with due care and skill and not engage in any unfair, deceptive or unethical business practice;
you will not do anything that may adversely affect our goodwill, brand or reputation (or that of the Subscription);
you will comply with any reasonable directions given to you by us from time to time;
we are not making any representation or promise as to a guarantee of earnings, and that success under this Agreement will be determined solely by your activities; and
you do not enter this Agreement as a trustee of a trust.

Liability
1. To the maximum extent permitted by law, a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel).
2. This clause 10 will survive termination or expiry of this Agreement.
GST
1. When applicable, GST payable will be clearly shown on our invoices. We agree to pay you an amount equivalent to the GST imposed on these charges. “GST” has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Term and Termination
1. This Agreement will commence on the Commencement Date and will continue until terminated in accordance with its terms (Term).
2. Either Party may terminate this Agreement at any time by giving 7 days’ notice in writing to the other Party.
3. This Agreement will terminate immediately:

upon written notice by a Party (Non-Defaulting Party) if the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
if you do not refer any Referrals to us in any six (6) month-period.
Upon expiry or termination of this Agreement:

you will immediately stop providing Referrals to us;
where this Agreement is terminated by us pursuant to clause 12.3, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including all recovery costs);
upon request, each Party will immediately return to the other Party (or destroy, if not possible to return) all property, including Confidential Information and Intellectual Property, belonging to the other Party or its Personnel, in its (or its Personnel’s) possession;
we will pay you the Affiliate Fee payable to you for any Referrals properly provided by you in accordance with this Agreement, up until the date of termination; and
other than where we terminate under clause 12.3, for a period of 6 months, we will pay you the Affiliate Fee for all Referrals made during the Term in accordance with the Payment Terms.

Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.
This clause 12 will survive the termination or expiry of this Agreement.

General
1. Amendment: This Agreement may only be amended by written instrument executed by the Parties.
2. Assignment: A Party agrees not to assign, novate or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party.
3. Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first complying with this clause 13.3. A Party claiming that a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute (Dispute Notice). The Parties must meet (whether in person, by telephone or video conference) within 10 Business Days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute. If the Parties do not resolve the Dispute within 20 Business Days of the date the Dispute Notice was served (or such further period as agreed in writing by the Parties), either Party may refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
4. Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and their obligations under it.
5. Governing law: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
6. Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
7. Relationship of Parties: This Agreement is not intended to create a partnership, agency, joint venture or employment relationship between the Parties.
8. Subcontracting: You agree to not subcontract the provision of any part of the Referral Process without our prior written consent, which may be withheld at our absolute discretion. You agree that any approval to subcontract given by us does not discharge you from any Liability under this Agreement and you are liable for the acts and omissions of the subcontractor.
Definitions

In this Agreement, unless the context otherwise requires, capitalised terms have the meaning given to them in the Schedule, and:

Agreement means these terms and conditions and all schedules, annexures and attachments included, or referred to, in these terms and conditions.

Business Day means a day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays and public holidays.

Commencement Date means the date on which you accept this Agreement.

Existing Client means a Referral that we have provided our Subscription independently of any introduction by you under this Agreement.

Intellectual Property or Intellectual Property Rights means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, 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, whether or not registered or registrable.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (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 this Agreement or otherwise.

Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation, and services (including Intellectual Property), which is owned, licensed or developed by or on behalf of us or our Personnel and any improvements, modifications or enhancements of such Intellectual Property.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of us does not include you.

Personal Information means ‘personal information’ as defined in the Privacy Act.

Privacy Act means the Privacy Act 1988 (Cth).

Privacy Laws means the Privacy Act, and any other applicable Laws relating to privacy.

Referral means a person you refer to us, via the Referral Process, and in accordance with this Agreement.

Affiliate Fee means the commission you earn from Referrals that purchase the Subscription, in accordance with the Referral Process.

Sales Report has the meaning given in clause Error! Reference source not found..

Schedule means the schedule attached to this Agreement.

Subscription means the subscription that the Referral purchases from us on the https://inchargeapp.com/ website or app.

Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of you or your Personnel before the Commencement Date (which is not connected to this Agreement) and/or developed by or on behalf of you or your Personnel independently of this Agreement and any improvements, modifications or enhancements of such Intellectual Property.