LinkMe Affiliate Program Terms and Conditions

1. Contract Period

This Agreement will be in effect for the Contract Period unless terminated earlier in accordance with the terms of this Agreement.

2. LinkMe's responsibilities

2.1 LinkMe will:

• provide the Affiliate with the Tracking Link;
• track and record the number of Users that register as New Members via the Tracking Link; and
• provide to the Affiliate a report at the end of each calendar month which shows:
• the number of New Members attributed to the Affiliate for that month; and
• the Commission payable for that month.

3. Affiliate's responsibilities

3.1 Within 7 days of its receipt of the Tracking Link from LinkMe, the Affiliate must place the Tracking Link on its On-Line Communication.

3.2 The Affiliate must use the Tracking Link on its On-Line Communication for the sole purpose of attracting New Members and promoting LinkMe.

3.3 If LinkMe provides the Affiliate with any other material, information, software, trade marks or other Intellectual Property under or in connection with this Agreement, Affiliate must only use such items for the Contract Period as authorised or directed by LinkMe and unless otherwise agreed by LinkMe, only for the purposes of promoting LinkMe via the Tracking Link.

3.4 Nothing in this Agreement conveys to the Affiliate title or any other proprietary rights or interest in or over the Tracking Link or any other Intellectual Property supplied by LinkMe to the Affiliate.

3.5 The Affiliate must use its reasonable efforts to promote the Tracking Link and encourage people to register with LinkMe.

3.6 The Affiliate must not promote LinkMe, use its trade marks or brand other than as permitted under this Agreement nor in a manner that:

• is, or may be detrimental to LinkMe in any way; or
• is in any way connected with an illegal act.

3.7 The Affiliate must comply with all applicable laws, regulations, codes and industry standards including but not limited to those relating to privacy and those relating to spam.

4. Payment

4.1 LinkMe must pay the Affiliate the applicable Commission for each New Member.

4.2 Any applicable Commission will be paid monthly within 14 Business Days of the end of the preceding calendar month.

4.3 The Affiliate waives any right it may have to seek payment of a Commission that was mistakenly not made by LinkMe acting in good faith but as a result of a reporting or tracking error if three calendar months have elapsed from the time the Commission should have been payable to the Affiliate.

5. GST

5.1 If one party (supplying party) makes a taxable supply and the consideration for that supply does not expressly include GST, the party that is liable to provide the consideration (receiving party) must also pay an amount equal to the GST payable by the supplying party.

5.2 Subject to first receiving a tax invoice, the receiving party must pay the GST amount when it is liable to provide the consideration.

5.3 If one party must indemnify or reimburse another party (payee) for any loss or expense incurred by the payee, the required payment does not include any amount which the payee (or an entity that is in the same GST group as the payee) is entitled to claim as an input tax credit, but will be increased under clause 5.1 if the payment is consideration for a taxable supply.

6. Confidentiality

6.1 Each party must treat as Confidential Information:

• the existence and provisions of this Agreement; and
• all information provided by the other party under this Agreement, unless that information is Excluded Information.

6.2 A party must not disclose the other party's Confidential Information to any person except:

• its employees, contractors, professional advisors and auditors on a "need to know" basis provided those persons first agree to observe the confidentiality of the information;
• with the other party's written consent;
• if required by law or any stock exchange on which its securities are listed; or
• if it is in the public domain.

6.3 The recipient of Confidential Information must, at the termination of this Agreement on the request of the disclosing party, immediately destroy or deliver to that party (at the disclosing party's option) all documents and other materials owned or licensed by the disclosing party or containing or referring to its Confidential Information which are in the recipient's possession, power or control.

6.4 Without limiting the above sub-clauses, except as contemplated by this Agreement, the Affiliate must not make press or other announcements or releases relating to this Agreement or the transactions the subject of this Agreement without the prior written consent of LinkMe.

7. Termination

7.1 Either party may terminate this Agreement at any time by giving the other party 30 days' written notice to that effect.

7.2 LinkMe may terminate this Agreement immediately by written notice to the Affiliate and recover any loss or damage suffered if the Affiliate:

• becomes Insolvent; or
• breaches a term of this Agreement and that breach:
• is not capable of being cured; or
• is capable of being cured and the Affiliate fails to cure the breach within 5 Business Days of being notified in writing of the breach by LinkMe.

8. Notices

8.1 All notices and consents must be in writing signed by the sender's contact person, marked to the attention of the recipient's contact person and sent to the addresses or fax numbers for notices specified in the Agreement Details or as otherwise notified.

8.2 Notices must not be sent by email.

9. Assignment

The Affiliate must not assign its rights or novate its rights and obligations under this Agreement without LinkMe's prior written consent, which must not be unreasonably withheld.

10. Severability

If any clause or part of any clause is held by a court to be invalid or unenforceable, that clause or part of that clause is regarded as having been deleted from this Agreement and this Agreement otherwise remains in full force and effect.

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties about its subject matter and supersedes any previous understanding, agreement, representation or warranty relating to this subject matter.

12. Governing Law

This Agreement is governed by the laws of the State of Victoria.  Each party submits to the non exclusive jurisdiction of the courts of Victoria and the courts of appeal from them.

13. General

13.1 If so specified in the Agreement Details, a party must comply with the additional terms applicable to it as set out in the Agreement Details.

13.2 Each party acknowledges having received valuable consideration for entering into this Agreement.

13.3 The rights and remedies provided in this Agreement are in addition to other rights and remedies given by law independently of this Agreement.

13.4 This Agreement may only be varied by written agreement between the parties.

13.5 Subject to clause 4.3, a right created by this Agreement may only be waived in writing by the party giving the waiver and the failure to exercise or any delay in exercising a right or remedy provided by this Agreement or by law does not waive the right or remedy.

13.6 A waiver of a breach of this Agreement does not waive any other breach.

13.7 The indemnities in this Agreement are continuing obligations, independent from the other obligations of the parties under this Agreement and continue after this Agreement ends.  It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this Agreement.

13.8 The rights and obligations under clauses 8, 9 and this clause 13 continue in full force and effect after this Agreement ends.

13.9 All rights that a party has accrued before this Agreement ends continue after the expiry or termination.

13.10 The Affiliate is an independent contractor.  The Affiliate must not represent itself and must ensure that its employees and agents do not represent themselves as being LinkMe's partners, employees or agents.

13.11 This Agreement may consist of a number of copies, each signed by one or more parties to the Agreement.  If so, the signed copies are treated as making up one document and the date on which the last counterpart was executed will be the date of the Agreement.

14. Interpretation

14.1 These meanings apply unless the contrary intention appears:

Agreement means these terms and conditions and the Agreement Details.
Agreement Details means the cover page to these terms and conditions which contains certain specific details relating to this Agreement.
Business Day means a day other than a Saturday, Sunday or public holiday in Melbourne, Australia.
Confidential Information means all confidential information, non public or proprietary information regardless of how the information is stored or delivered, exchanged between the parties before, on or after the date of this Agreement relating to the business, technology, customers or other affairs of the disclosing party.
Contract Period means the period of time set out as such in the Agreement Details.
Excluded Information means Confidential Information which:

• is in or becomes part of the public domain other than through the breach of this Agreement or an obligation of confidence owed to the disclosing party; or
• the recipient can prove by all contemporaneous written documentation it was already known to it at the time of disclosure by the disclosing party, unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality; or
• the recipient acquires from a source other than the disclosing party or any Related Entity or Representative of the disclosing party where such source is entitled to disclose it.

Insolvent means having a controller, receiver, manager, administrator, provisional liquidator or liquidator appointed.
Intellectual Property means all rights conferred under statute, common law or equity in and in relation to registered and unregistered trade marks, business marks, trade names, logos and get up, confidential information, moral rights, copyright, patents and design.  For the avoidance of doubt, Intellectual Property also includes all LinkMe's customer lists.
New Member means an individual, employer or recruiter who has registered with LinkMe, resulting in a LinkMe user profile via the Tracking Link on the Affiliate's On-Line Communication.
On-Line Communication includes a website, email or other on-line destination or method of communication used by the Affiliate as specified in more detail in the Agreement Details.
Related Entity has the meaning it has in the Corporations Act 2001 (Cth).
Representative of a party includes an employee, agent, officer, director, auditor, advisor, partner, consultant, joint venturer, or subcontractor of that party.
Tracking Link means the web-link to LinkMe's website (www.linkme.com.au) and accompanying code which enables LinkMe to ascertain the route through which a User has become a New Member. Users means a person who receives the Affiliate's On-Line Communication.