Affiliate Terms
1. Introduction & Purpose
Affiliate Marketing Agreement
Welcome to the Affiliate Marketing Agreement between Oroshiuri Systems Pty Ltd and you, the Affiliate.
Purpose
The purpose of this Agreement is to outline the terms under which you will promote Oroshiuri Systems’ platform through your marketing channels and be rewarded based on the activity of members you refer.
2. Definitions
“ACCC”: The Australian Competition and Consumer Commission.
“Affiliate”: A person or entity that promotes Oroshiuri Systems’ products/services in exchange for rewards based on member activity.
“Member Activity Incentive”: A reward given to the Affiliate based on the engagement and activity levels of the members they have referred.
“Consumer Law”: The Australian Consumer Law as contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
3. Compliance with Australian Consumer Law
3.1 Truthful Representation:
The Affiliate must not engage in false, misleading, or deceptive conduct, including making false claims about Oroshiuri Systems’ products/services.
3.2 Disclosures:
The Affiliate agrees to clearly disclose their relationship with Oroshiuri Systems, ensuring potential customers understand that the Affiliate may receive rewards based on member activity. This disclosure must be prominently displayed.
3.3 Marketing Claims:
The Affiliate must only use marketing materials approved by Oroshiuri Systems and ensure all claims are accurate and verifiable.
4. Marketing Activities
4.1 Permitted Marketing Channels:
The Affiliate may promote Oroshiuri Systems’ products/services through [list channels, e.g., website, social media, email marketing, etc.].
4.2 Prohibited Marketing Practices:
The Affiliate is prohibited from using unsolicited commercial emails (spam), misleading or deceptive advertising, or any practices that would breach Australian Consumer Law.
4.3 Ethical Standards:
The Affiliate must uphold high ethical standards in all marketing practices, ensuring that promotions are conducted with integrity.
4.4 No Offers to Referred Persons or Entities:
Under no circumstances may the Affiliate make any offers, including discounts, promotions, or enticements, directly to any person or entity referred to Oroshiuri Systems.
4.5 Creating Membership Demand:
The Affiliate’s role is to generate interest in Oroshiuri Systems’ platform. Affiliates should focus on creating awareness and interest, allowing potential members to engage with the platform independently.
5. Rewards Based on Member Activity
5.1 Member Activity Incentive Program:
Instead of traditional commissions, rewards will be based on the activity and engagement levels of referred members. Metrics include:
Ongoing engagement with the platform.
Length of membership and continued activity.
5.2 Reward Structure:
Specific rewards will be based on pre-set activity milestones and may include:
Fixed bonuses for reaching thresholds of member activity.
Tiered rewards increasing with engagement.
Special incentives for long-term member retention.
6. Intellectual Property
6.1 License to Use Marks:
Oroshiuri Systems grants the Affiliate a non-exclusive, revocable license to use its trademarks and branding materials solely for fulfilling obligations under this Agreement.
6.2 Intellectual Property Ownership:
All intellectual property rights in materials provided by Oroshiuri Systems remain with Oroshiuri Systems. Affiliates may not modify, distribute, or use these materials without prior written consent.
7. Confidentiality
The Affiliate agrees to keep all non-public information about Oroshiuri Systems, including customer lists, pricing, and business strategies, confidential and not to disclose such information to any third party.
8: Term and Termination
8.1 Term:
The Agreement commences on acceptance and continues until terminated by either party with 30 days’ written notice.
8.2 Termination for Cause:
Oroshiuri Systems may terminate this Agreement immediately if the Affiliate breaches any obligations under this Agreement.
9. Limitation of Liability & Governing Law
Limitation of Liability:
Oroshiuri Systems will not be liable for any indirect, incidental, special, or consequential damages arising from this Agreement.
Governing Law:
This Agreement will be governed by and construed in accordance with the laws of Queensland, Australia.
10. Entire Agreement
This Agreement constitutes the entire agreement between Oroshiuri Systems and the Affiliate, superseding all prior agreements or understandings, whether written or oral.
