AFFILIATE AGREEMENT 
GENERAL TERMS AND CONDITIONS

Effective Date: 3 December 2024

1.1          This Affiliate Agreement is between GUESTPIX PTY LTD (herein referred to as ‘GUESTPIX’, ‘We’, ‘Us’ or Our”) and the Affiliate (herein also referred to as , ‘You‘ or ‘Your’).

1.2          This Agreement sets out the terms and conditions (T&Cs) under which you will provide Referrals in exchange for Commission (“Affiliate Program”), as set out in the Schedule and or as otherwise identified in the Affiliate Guide.

1.3          If there are any inconsistencies between the T&Cs and the Schedule, the Schedule will prevail to the extent of the inconsistency.

1.4          The Agreement will start on the Commencement Date and continue for the Term.

1.5          You acknowledge that you have independently considered the suitability of the Affiliate Program for your individual needs without relying on any representation or statement other than those contained within this Agreement.

1.6          You acknowledge that you have read and understood the T&Cs and the Schedule prior to signing the Agreement and have sought professional and/or legal advice should you require clarification on any aspect of the Agreement.

2.            REFERRALS AND COMMISSION

2.1          You will be provided with an Affiliate Link, which will be used by you and us to track successful Referrals.

2.2          In order to make a Referral, you must provide your clients, followers and website visitors with your Referral Code or Affiliate Link, which they must then use to make a purchase on our website.

2.3          We will not be responsible for any Referrals that were unsuccessful due to the Referral Code or Affiliate Link not being provided or being provided incorrectly.

2.4          Commission amounts are calculated based on Commission structure and your Commission amount is dependent on the order value and not including extra fees (tax etc) and will be paid in the manner and at the frequency set out in the Schedule or the Affiliate Guide (as applicable).

2.5          Commission will not be payable on any products or services purchased directly by you.  We can in our sole discretion provide you with a unique affiliate discount code to purchase our products and/or services for your own use at a discounted rate.

2.6          Commission will only be paid on Referrals completed within the Term stipulated in the Schedule, and any final payment may be withheld for a reasonable period in order to ensure against cancellations or refund requests.

2.7          If your payment details change, you are responsible for notifying us immediately, and we will not be responsible for Commission paid into a previously held account if you do not advise us of this change at least 7 days prior to your Commission being paid.

2.8          In the event that we incur a charge back at any time up to 12 months from the date of purchase, we reserve the right to set off that amount against future Commission.

3.            OBLIGATIONS & GUIDELINES

Obligations

3.1          We agree to:

a)           list your details on the relevant page of our website as an Affiliate;

b)          fulfil orders and process payments as necessary;

c)           pay you Commission in accordance with the Payment Details set out in the Schedule;

d)          have appropriate insurance in place; and

e)           comply with all Applicable Laws, including any industry standards or guidelines.

3.2          You agree to:

a)           provide accurate and current information and advise us immediately should any of your information change;

b)          not use your affiliation with us for any illegal or unauthorised purpose;

c)           actively encourage your website visitors, followers and/or clients to make a purchase on our website using your Referral Code or Affiliate Link;

d)          provide links to our website or the relevant product or service on your website and/or social channels;

e)           ensure that your website visitors, followers and/or clients are aware that you will earn commission by referring them to us by prominently displaying the Disclaimer provided in the Schedule (or similar) on your website and/or social channels;

f)            not place any Affiliate Links or Referral Codes on any page that contains discriminatory content or promotes or engages in any kind of illegal activity;

g)           incorporate our branding into all references to us, our website or our products and services;

h)          promote our products and/or services in the manner and at the frequency stipulated in the Schedule;

i)            ensure not to share your login credentials (username and password) they are personal to you; and

j)            comply with all Applicable Laws, including any industry standards or guidelines.

Guidelines

3.3          By participating in the Affiliate Program and by using the Content we expect you to meet certain standards of behavior. You must not personally or allow for anyone else associated with your account to participate in Prohibited Activities including:

a)           breaching another person’s privacy and use their details without their consent in connection with our Affiliate Program;

b)          using the Affiliate Program in any way that is or may be damaging to us;

c)           using the Affiliate Program to send unsolicited emails;

d)          using the Affiliate Program to defame, harass, threaten or offend any person; 

e)           misrepresenting us or the Program; 

f)            breaching any advertising codes of conduct; 

g)           participating in any act or omission in violation of consumer protection laws and regulations; or

h)          being associated with anyone else doing any of the above.

4.            INTELLECTUAL PROPERTY & MARKETING

Intellectual Property

4.1          We will remain the sole owner of all rights in connection with our preexisting Intellectual Property.

4.2          We grant you a non-exclusive, non-transferable license to use and reproduce the Content we provide you with for the purposes of this Agreement as set out in the Schedule and in accordance with any guidelines we provide you.

4.3          You grant us the right to establish hyperlinks between your website and our website, and display your branding, trade marks and other collateral elements on our website and social channels to advertise your Affiliate status with us where we deem it appropriate and as is reasonably necessary to establish and promote the Affiliate Program.

4.4          Except as set out in this Agreement, you may not modify, publish, transmit, participate in the transfer or sale of, creative derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever our Intellectual Property in whole or in part without our prior written consent.  We reserve the right to immediately remove your access to our Affiliate Program if you are found to violate the terms set out in this Agreement.

Marketing      

4.5          We may share promotional media such as swipe files (emails and/or socials), our trade mark, banner, logo or specific promotional content (collectively known as the “Content”) to you the Affiliate, through our Marketing tool tab. You can download the media or get the HTML embed code in order to share on your channels. You may also advertise the Foundd Legal website on online channels such as Facebook, Instagram subject to compliance with these Terms and the requirements set out in our Pack including applicable advertising standards.

4.6          As a condition of your participation in the Program, we may collect your personal information to enable us to manage, administer and promote our products and services to you, and where applicable for you to promote to your audience.  Where content is marketing at you and not for the purposes of promoting to your audience you can choose to opt out.

4.7          Both parties agree to where applicable collaborate together to promote the products and/or services whenever there is a special promotion or offer for the products and/or services.

5.            TERM AND TERMINATION

5.1          The Term will commence on creation of your account as part of the Affiliate Program, and end when terminated in accordance with this clause.

5.2          We are entitled to immediately suspend your account if we suspect you are participating in any Prohibited Activities in relation to the Affiliate Program. Your account will be investigated and you will be notified if we are terminating the Agreement or re-instating your access. You will forfeit any unpaid Commissions if the Agreement is terminated due to Prohibited Activities.

5.3          Either party may terminate the Agreement by providing 7 days’ written notice.

5.4          Without limiting our rights, if the Agreement is terminated under clause 5.3:

a)           we will pay you all Commission due as at the date of termination (excluding fraudulent transactions, chargebacks or refunds); and

b)          each party must return or destroy (at the other party’s request) all Confidential Information of the other party.

6.            WARRANTIES AND INDEMNITIES

6.1          Our products and services and provided on an “as is” basis, without representation, warranty or condition of any kind (either express or implied).

6.2          No results are guaranteed from your participation in the Affiliate Program.

6.3          We shall not be deemed in breach of this Agreement if our website or products and/or services cease to exist, nor shall we be liable to you for said cessation.

6.4          We reserve the right to update or amend our policies and/or operating procedures at any time without notice to you.

6.5          Any express or implied warranty or condition relating to the Agreement or its subject matter that are not contained in the Agreement are excluded to the maximum extent permitted by law.

6.6          Nothing in the Agreement excludes, restricts or modifies any condition, warranty, right or remedy implied or imposed by any law that cannot be lawfully excluded, restricted or modified.

6.7          If any warranty or condition is implied into the Agreement and cannot be excluded, our liability is limited to resupplying our services involved in the collaboration or payment of the cost of having our services resupplied.

6.8          Each party agrees to indemnify and hold harmless the other party, their respective affiliates, officers, directors, agents, and employees from and against any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to any breach of this Agreement, negligent acts or omissions, willful misconduct, or any actual or alleged infringement or misappropriation of any Intellectual Property Rights by either party or their respective affiliates, officers, directors, agents, or employees.   

6.9          Neither party will be liable or held in breach of the Agreement for any failure to perform its obligations to the extent that said failure is caused by the other party’s noncompliance, negligence or misconduct.

6.10       Neither party will be liable to the other for any Consequential Loss, whether foreseeable or not and however caused, except for confidentiality and indemnification obligations.

6.11       We will not be liable for any loss or damage suffered by a third party in connection with the Agreement.

6.12       Each party agrees to take reasonable steps to mitigate any loss, damage or expense it may suffer or incur, arising out of anything done or not done by the other party in connection with the Agreement.

6.13       Our liability to you (including under indemnity) is capped at [INSERT DOLLAR AMOUNT] and will be reduced to the extent that your acts or omissions contribute to or cause the liability.

7.            CONFIDENTIALITY AND PRIVACY

7.1          Each party agrees that, unless it has the prior written consent of the other party, it will:

a)           keep the Confidential Information of the other party confidential at all times;

b)          ensure that any person to whom Confidential Information is disclosed is aware of and complies with this clause; and

c)           where there is prior consent, inform the other party of any proposed disclosure, including the form of disclosure, within a reasonable timeframe.

7.2          These obligations of confidentiality do not apply to any disclosure that:

a)           is for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;

b)          is required by Applicable Law; or

c)           relates to Confidential Information that is publicly available through no fault of the receiving party, or was rightfully received from a third party without restriction and without the breach of any obligation of confidence.

7.3          Any Confidential Information supplied to us that incorporates personal information will be dealt with in accordance with our Privacy Policy, which is available on our website.

8.            MISCELLANEOUS

8.1          Relationship of Parties

The relationship between you and us does not constitute that of a partnership, joint venture, agency or employer and employee. Nothing in this Agreement gives either party the authority to bind the other in any way, nor impose any fiduciary duties on the other party.

8.2          Non-Disparagement

Without limiting either party’s rights, each party agrees not to disparage the other or provide negative feedback in a public forum (such as social media or an online review platform) at any time during or following the Term. Where one party is dissatisfied, the issue must be dealt with in accordance with the provision of this Agreement relating to disputes.

8.3          Exclusivity

During the Term, you shall not be permitted to engage in any other collaboration or venture with a competitor in the same vertical (or category) as us.

8.4          Conflict of Interest

Each party warrants that they are free to enter into this Agreement and that it shall not violate the terms of any other agreement between that party and a third party.

8.5          Disputes

Should a dispute of any kind arise during the Term, you agree to contact us so that we can discuss the matter in the first instance. Both parties will use their best efforts to resolve any dispute in good faith. Failing this, both parties will use their best efforts to resolve the dispute by engaging in mediation in the state where we reside at the time. All costs associated with the dispute, including legal, mediation or arbitration fees, will be borne by you. Without limiting either party’s right to seek urgent injunctive or declaratory relief, neither party may commence court proceedings in any jurisdiction until the mediation process is complete.

8.6          Notices

Where a party gives notice, it must be done in writing to the email address specified in the Schedule, or by post to the residential or business address specified in the Schedule. For email, the notice will be considered delivered on the date it was sent, unless a delivery failure notice was received. For registered or express post, the notice will be considered delivered within 5 Business Days of being sent.

8.7          Entire Agreement

This Agreement constitutes our entire agreement with you about the subject matter. It supersedes all previous agreements, understandings and negotiations, whether written or verbal.

8.8          Governing Law

The formation, construction, performance and enforcement of the Agreement will be in accordance with the laws in force in the state where we reside. You and we submit to the exclusive jurisdiction of the courts of that state.

8.9          Execution and Counterparts

The Agreement will become binding when any one or more counterparts of a Schedule, individually or taken together, are signed by the parties. The Agreement may be executed by way of electronic signature, including by clicking “I consent” or similar. If the Agreement is executed in this way, it will be considered an original that has been properly executed.

8.10       Amendment or Variation

We reserve the right to amend or vary the Agreement and we will notify you of the changes.  You can choose to terminate your participation in the Affiliate Program if you do not accept the amendments and/or variations.  If you continue to participate in the Affiliate Program, you are deemed to have accepted the amendments and/or variations to these Terms.

8.11       Validity

If any provision of the Agreement is held invalid or unenforceable, it will either be severed from the Agreement or replaced by a valid or enforceable provision. If applicable, any new provision will take effect immediately. All other provisions will remain in effect throughout.

8.12       Assignment

You are not permitted to assign the Agreement or otherwise deal with any benefits or rights under it without our prior written consent. Conversely, we may do so without your consent.

8.13       Interpretation

All headings are for ease of reference and do not affect the interpretation of the Agreement. Words in the singular include the plural and vice versa, and references to “including” and similar words do not imply any limit.  

DEFINITIONS

In the Agreement, the following terms have the stated meaning unless a contrary intention appears.