AFFILIATE PROGRAM
TERMS AND CONDITIONS

 

Thanks for your interest in becoming our Affiliate! These
terms and conditions and the offer on the Refersion website detailing the terms
of each Affiliate Code (Offer),
and all subsequent Offers, form the entire agreement between the Parties (Terms).

1               
Agreement

a)         
These terms and conditions are entered into between Cranel
Beverages Pty Ltd (ABN 32 648 026 224) (we, us or our) and you, together the Parties and each a Party. You accept these terms and conditions by indicating your acceptance
when you accept the Offer.

b)         
By accepting these Terms, you agree that you
become our Affiliate, whereby you will be provided with a unique code (Affiliate
Code) in order to refer us customers for the purchase of products under our
‘Cranel’ brand (Brand), in exchange for the Commission, in
accordance with these Terms.

c)          
By
becoming an Affiliate, you may also be required to sign up for an account with Refersion.
You acknowledge that you will be subject to Refersion’s terms and conditions by
signing up for a Refersion account.

d)         
The
term of this Agreement will begin on the date that you sign up as an Affiliate,
and will continue until terminated by either Party in accordance with these
Terms (Term).

2               
Affiliate
Process

a)         
To sign up to become our
Affiliate, you will need to fill in the required details as outlined on the
Offer on the Refersion website.

b)         
Once you have signed up as an
Affiliate, we will provide you with an Affiliate Code which can be posted on
your website and/or social media platforms to share with others.

c)         
When a customer uses the Affiliate
Code to purchase products from the Brand during that session, you will receive
a percentage, as set out in the Offer, of the Purchase Price of the products (Commission).

d)         
Each Affiliate Code will have a
set number of days before it expires, as set out in the Offer (Expiry Date).
After the Expiry Date, any purchase made from the Brand using your
Affiliate Code will not be attributed to you, and you will not be entitled to a
Commission on these sales.

e)         
You will earn Commission only on
sales made and attributed using the correct Affiliate Code. You will not
receive a Commission on any sales made using an incorrect Affiliate Code, or
the failure by a customer to use the Affiliate Code at the point of purchase.

3               
Affiliate
Obligations

As our
Affiliate during the Term, you agree to:

a)         
not engage in any unfair,
deceptive or unethical business practices;

b)         
comply
with all reasonable instructions, guidelines and procedures made by us in
relation to your role as our Affiliate;

c)         
bear
all costs and expenses incurred in connection with your activities as our
Affiliate;

d)         
not do
anything that may adversely affect our Brand’s goodwill or reputation;

e)         
maintain
the security of your Affiliate account, and assume all responsibility for any
activity made from your Affiliate account;

f)          
when posting any
publicly-available material as an Affiliate or in connection with the Brand, 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;

g)         
not engage
in any spam activities, including sending unsolicited promotional emails, mass
commenting on websites, posting your Affiliate Code on groups or forums where
it is not permitted, and sending unsolicited messages;

h)         
ensure
our trade marks appear correctly on any of your public posts as an Affiliate;

i)          
not
make or offer any warranty or guarantee, or make any representation, in
relation to us, the Brand or its products, other than those warranties,
guarantees or representations expressly provided on our Site or any other
material provided to you by us;

j)          
comply
with all laws, including the Spam Act 2003 (Cth) and any other
applicable legislation;

k)         
if
required by law, disclose in all marketing materials where your Affiliate Code
is displayed that you may receive a commission through the use of your
Affiliate Code; and

l)          
acknowledge
us as the owner of the Brand and the owner of any Intellectual Property Rights
in the Brand and its products, and you will not represent yourself as the owner
of any Intellectual Property Rights in the Brand 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.

4               
Commission

a)       
We
agree to pay you the Commission on the Purchase Price for any sales made when a
customer uses your Affiliate Code before the Expiry Date at the customer’s
point of purchase on the Site.

b)      
The
Commission amount is determined according to the percentage of the Purchase
Price that was accepted by you at the time of accepting the Offer.

c)       
The
Commission for the previous month will be paid to you on the last Business Day
of each month, to the nominated payment method that was chosen by you when
setting up your Affiliate account with us.

d)      
Where
you elect to receive payment via Paypal
or Payment Rails, you may be subject to the terms and conditions of
these payment providers.

e)      
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 (whether under this
Agreement or otherwise).

5               
Intellectual
Property

a)         
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.

b)         
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 this Agreement.

c)         
If you have any Moral
Rights in any material provided, used or prepared in connection with this
Agreement 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 this Agreement,
you must not commit any Intellectual Property Breach.

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

6               
Limitation
of Liability

a)         
The Affiliate Code is provided ‘as is’ and ‘as available.’

b)         
We are not liable for any consequential, indirect, incidental
or special losses (including loss of profit, revenue, goodwill or data) you may
incur in connection with your role as an Affiliate, or your access to, or use
of, your Affiliate Code, including any interruptions or errors.

c)         
We are not responsible for any third parties that may be
associated with facilitating your role as our Affiliate, including Refersion,
or any payment provider.

d)         
This clause 6 will survive the expiry or termination of this Agreement.

7               
Indemnity

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:

(a)       
any breach by you of these Terms;

(b)       
you using the incorrect Affiliate Code;

(c)       
any content you share relating to the Brand or in connection with
your role as an Affiliate; and

(d)       
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.

8               
Termination

(a)           
You may terminate these Terms at any
time by notifying us in writing that you wish to do so.

(b)           
We may terminate these Terms:

(1)            
with 30 days written notice, for
any reason; or

(2)            
immediately, if you are in
material breach of these Terms.

(c)            
Upon expiry of these Terms you agree to:

(1)            
stop promoting the Affiliate Code;

(2)            
return
to us all of our property (including any of our confidential information and
any of our Intellectual Property) in your possession; and

(3)            
stop representing that you are
authorised to promote, market or otherwise advertise the Brand or our business.

(d)           
Upon expiry of these Terms we agree to pay you Commission on any
sales made up until the date of termination, within 30 days of termination.

(e)           
This clause 8 will survive the termination or expiry of these Terms.

(f)            
Termination of these Terms will not affect any rights or
liabilities which a Party has accrued under it.

9               
General

(a)           
Entire agreement:
This Agreement contains 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.

(b)           
Governing law:
This Agreement is governed by the
laws of New South Wales

(c)            
Relationship of Parties:
You and we
are independent contractors, and 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.

(d)           
Changes to these Terms: We may make changes to these Terms at any time or by
posting new or updated Terms on our Site. 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 the
above Terms.

10            
Definitions

In this Agreement:

Affiliate means you,
as signing up for our affiliate program and engaging in affiliate marketing
activities for our Brand.

Affiliate Code means
the unique code provided to you which tracks your attributed sales, in order to
calculate Commission.

Brand takes
the meaning given to it in clause 1(b).

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

Commission
means the percentage of the Purchase Price that you are entitled
to from each sale made using your Affiliate Code. The percentage is as set out
in the Offer.

Expiry
Date means the expiry date of the cookie associated with the Affiliate
Code, as set out in the Offer.

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 this Agreement or otherwise.

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

Offer
means
the offer for each Affiliate Code as set out on the Refersion site.

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.

Personnel means,
in respect of a Party, any of its employees, consultants, suppliers,
subcontractors or agents.

Purchase Price means the price paid by the customer for the
purchase of products on the Site, excluding GST and shipping costs.

Refersion
means Commission Factory Pty
Ltd t/as Refersion (ABN: 15 149 765 631), our affiliate marketing and tracking
software partner, available at https://www.refersion.com/ or any other URL used by Refersion
from time to time.

Site means our website
available at www.cranel.co

Your
Materials means
any advertisement or promotional material that you develop relating to your
role as our Affiliate, and excludes Our Materials.