Partner Terms

EMAIL SIGNATURE RESCUE PARTNER TERMS AND CONDITIONS

Acceptance

This Agreement is entered into between LoadOut Pty Ltd ABN 42 150 978 359 (we, us or our) and you, (you or your), the person or entity registered with us to provide us with Referrals in exchange for a Commission, together the Parties and each a Party.

You accept this Agreement by the earlier of:

confirming that you accept this Agreement via the platforms or applications through which we provide this Agreement to you, including https://partners.emailsignaturerescue.com/ (Partner Platform); and

creating a Partner Account.

We may amend this Agreement at any time, by providing written notice to you. By continuing to use the Partner Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Agreement. If you do not agree to the amendment, you may terminate this Agreement in accordance with the Termination clause.

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.

You have no authority or right to enter into any contracts, instruments or commitments in our name, or on our behalf, or to bind us to any legal arrangement with a Referral.

Nothing in this Agreement creates an exclusive relationship between the Parties, and either Party may during the Term enter into a referral arrangement with any other third party.

Application

To become a Partner, you must complete an application to become a Partner (Application) and we must approve your Application. We may reject your Application for any reason.

If we approve your Application, we will provide you with a link to create an account (Partner Account), where you can create a unique affiliate link (Affiliate Link) and a unique discount code (Discount Code) that you may provide to Referrals.

Partner Platform Licence

Subject to your compliance with this Agreement, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Partner Platform in accordance with this Agreement.  All other uses are prohibited without our prior written consent.

The Partner Platform is powered by a third party, "PromoteKit" found at https://www.promotekit.com/ (PromoteKit) and you will be required to create an account with PromoteKit (PromoteKit Account). Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with PromoteKit.

When using the Partner Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:

• anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual's consent) or any other legal rights;
• using the Partner Platform to defame, harass, threaten, menace or offend any person, including using the Partner Platform to send unsolicited electronic messages;
• tampering with or modifying the Partner Platform (including by transmitting viruses and using trojan horses);
• using data mining, robots, screen scraping or similar data gathering and extraction tools on the Partner Platform; or
• facilitating or assisting a third party to do any of the above acts.

We may use other APIs, for example, APIs from Amazon Web Services and Mailchimp. Your use of these APIs may be subject to additional terms of use.

Referrals

During the Term, we will provide you with a Discount Code and Affiliate Link, and you can provide potential Referrals with the Discount Code and Affiliate Link, which Referrals can use to make purchases of the Plans on our Site.

When Referrals use your Discount Code to make purchases in accordance with our terms and conditions, you will be attributed the Commission which will accrue in your PromoteKit Account.

You will also be able to generate a unique HTML widget to place on your site (Widget). When Referrals use the Widget to connect to our Site and make purchases in accordance with our terms and conditions, you will be attributed the Commission which will accrue in your PromoteKit Account.  

Commission

We will use Paypal (https://www.paypal.com/) to manage payout of the Commission and you acknowledge and agree that to receive the Commission, you must have an active Paypal account (Paypal Account).

If you do not have an active PayPal Account or we are unable to process payment of the Commission to you due to your Paypal Account at the time of payout of the Commission, then we will make reasonable efforts to notify you. You will have 30 days from our notification to contact us to resolve the payout issue and/or create a PayPal Account.

If the payout issue is not resolved or you have not created a PayPal Account within 30 days, the owing Commissions may be forfeited.

When a Referral uses your Discount Code, Affiliate Link or Widget to make a purchase on our Site, we agree to pay you the Commission in respect of that Referral in accordance with this Agreement, provided that we receive payment from the Referral for the relevant purchase.

If a Referral receives a refund, you will not be entitled to any Commission in relation to the purchase the subject of the refund. If we have already paid you the Commission in relation to a refund, then we may, at our sole discretion, deduct the relevant Commission from any future Commission due to you or send you an invoice to settle any outstanding payments owing from you to us.

You acknowledge and agree that:

• you will only receive Commission on purchases by Referrals of the following plans: Founder 3, Advantage 10, Leader 20 (each a Plan);
• you will not be entitled to Commission if a Referral upgrades or downgrades their Plan;
• you will not be entitled to any Commission on custom plans purchased by a Referral; and
• the Commission is payable on the first year’s payment of the Plan only, there are no reoccurring Commission payments.

You agree that we may set-off or deduct from any monies payable to you under this Agreement, any amounts which are payable by you to us under this Agreement.  

Payment

Within 60 days of the end of each month, we will pay you the aggregated Commission for all Referrals within that month, provided that the total of the Commission amounts to $200 USD or more. Where the Commission amounts to less than $200 USD within that period, the accrued Commission will roll on until the next period, or until the total amount of the accrued Commission reaches at least $200 USD.

We will pay the Commission to you via you Paypal Account.

Confidentiality and Privacy

Subject to clause 7.2, you must (and must ensure that your Personnel do) keep confidential, and not use or permit any unauthorised use of, all Confidential Information.

Clause 7.1 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 you ensure the adviser complies with the terms of clause 7.1.

You agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) (as if you were an “APP entity” as defined in the Privacy Act 1988 (Cth)) and any other applicable legislation or privacy guidelines that may apply to you.

This clause will survive the termination or expiry of this Agreement.

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 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 performance of your role as our Partner, as contemplated by this Agreement.

If you have any Moral Rights in any material provided, used or prepared in connection with this Agreement or the performance of your obligations, you agree to consent to our use or infringement of those Moral Rights. In the performance of your obligations, or the use of any Intellectual Property rights in connection with this Agreement, you must not commit any Intellectual Property breach.

This clause will survive termination or expiry of this Agreement.

Warranties and Representations

You represent, warrant and agree that:

• not engage in any unfair, deceptive or unethical business practices, including making false or misleading representations;
• comply with all reasonable instructions, guidelines and procedures made by us in relation to your role as our Partner;
• bear all costs and expenses incurred in connection with your activities as our Partner;
• not do anything that may adversely affect our Site’s goodwill or reputation;
• maintain the security of your Partner Account, and assume all responsibility for any activity made from your Partner Account;
• when posting any publicly-available material as a Partner or in connection with our Site, 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 Discount Code, Affiliate Link or Widget on groups or forums where it is not permitted, and sending unsolicited messages;
• ensure our trade marks appear correctly on any of your public posts as a Partner;
• not make or offer any warranty or guarantee, or make any representation, in relation to us, the Site or its products, other than those warranties, guarantees or representations expressly provided on our Site 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 Discount Code, Affiliate Link or Widget is displayed that you may receive a commission through the use of your Discount Code, Affiliate Link or Widget; and
• acknowledge us as the owner of the Site and the owner of any Intellectual Property Rights in the Site and its products, and you will not represent yourself as the owner of any Intellectual Property Rights in the Site 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 a Partner, or may result in us terminating your role as a Partner.

This clause will survive the termination or expiry of this Agreement.

Liability

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 (or any of your Personnel) of clauses 7 and 8;
• any third party claim against us, as a result of your performance under this Agreement; or
• you or any of your Personnel infringing the rights of any third party (including Intellectual Property Rights).

To the maximum extent permitted by law:

• neither Party will have any Liability under or in connection with this Agreement for any Consequential Loss; and
• 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), including any failure by that other Party to mitigate its loss.

This clause will survive the termination or expiry of this Agreement.

Term and Termination

This Agreement will commence on the date that this Agreement is accepted in accordance with its terms and will continue until the date on which this Agreement expires or is terminated in accordance with its terms (Term).

Either Party may terminate this Agreement at any time by giving 7 days’ notice in writing to the other Party.

If, within a 12 month period during the Term, you fail to provide us with any Referrals, we may terminate this Agreement immediately with written notice.

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 5 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
• the Defaulting Party is unable to pay its debts as they fall due.

Upon expiry or termination of this Agreement:

we will:

• deactivate your Discount Code, Affiiliate Link and Widget, and close your Partner Account; and
• pay you any Commission owed by us to you up until the date of termination within 60 days of the date of termination.

you agree to (and you agree to ensure that your Personnel):

• stop promoting the Site or Plans;
• stop representing that you are authorised to promote, market or otherwise advertise the Site or Plans;
• immediately pay any amounts due and payable to us by you under this Agreement; and
• upon request by us, return to us or destroy (at our discretion) all property, including Confidential Information and Intellectual Property, belonging to us or our Personnel, in your (or your Personnel’s) possession.

You acknowledge and agree that if this Agreement is terminated for any reason, then it will be at out sole and absolute discretion as to whether you are approved as a Partner again should you submit another Application.

This clause will survive the termination or expiry of this Agreement.

Termination of this Agreement will not affect any rights or liabilities which a Party has accrued under it.

General

Amendment: This Agreement may only be amended by written instrument executed by the Parties.

Assignment: A Party must not 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 (such consent is not to be unreasonably withheld).

Counterparts: This Agreement may be executed in any number of counterparts that together will form one instrument.

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. 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:

• where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre, to be conducted in Adelaide, South Australia, Australia, in accordance with the Australian Disputes Centre Guidelines for Commercial Mediation.
• where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Adelaide, South Australia, Australia, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

Entire Agreement: This Agreement contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Agreement, and this Agreement supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and

uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

Where the Force Majeure Event prevents a Party from performing a material obligation under this Agreement for a period in excess of 60 days, then the other Party may by notice terminate this Agreement, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.

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.

Governing Law: This Agreement is governed by the laws of South Australia, Australia.  Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in South Australia, Australia and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.  

Notices: Any notice given under this Agreement must be in writing addressed to the addresses set out in this Agreement, or the relevant address last notified by the recipient to the Parties in accordance with this clause. 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.

Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.

Taxes: If and when applicable, goods and services tax, or value-added tax (VAT) (for example, GST or VAT) payable on the Commission will be set out in your invoice. Subject to you complying with this Agreement, we agree to pay the GST or VAT amount at the same time as we pay the Commission.

Waiver: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A waiver must be in writing and will be effective only to the extent specifically stated.

Definitions

In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them as follows:

Agreement means these terms and conditions and any documents attached to, or referred to in, each of them.

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

Commission means the commission in respect of a Referral’s purchase of a Plan, calculated as set out on the Partner Platform.

Confidential Information includes information which:

is disclosed to you in connection with this Agreement at any time;

is prepared or produced under or in connection with this Agreement at any time;

relates to our business, assets or affairs; or

relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever you acquire that information.

Consequential Loss means any indirect, special or consequential loss or damage, being limited to those losses that cannot be considered to arise naturally (that is, according to the usual course of things) from the relevant breach, act or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the parties at the time they entered into this Agreement as the probable results of the relevant breach, act or omission.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Intellectual Property Rights or Intellectual Property 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.

Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement.

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.

Moral Rights has the meaning given in the Copyright Act 1968 (Cth).

Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, but excludes Your Materials.

Partner means a person registered with us to provide Referrals to us for a Commission.

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

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

Referral Process means the process set out in clause 4.

Site means our website at https://emailsignaturerescue.com.

Interpretation

In this Agreement, unless the context otherwise requires:

a reference to this Agreement or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;

a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;

a reference to a person includes a natural person, body corporate, partnership, joint venture, association, government or statutory body;

a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns;

a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;

a reference to time is to local time in Adelaide, South Australia, Australia; and

a reference to $ or dollars refers to the currency of United States from time to time.

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Last updated: 21st November 2024.