UseVerb Affiliate Agreement

Effective Date: Upon acceptance via UseVerb platform

Parties:

• UseVerb Pty Ltd (ACN 145 485 034) of Level 12, 197 St. Georges Terrace, Perth, Western Australia ("Referee")
• Individual user accepting this agreement via the UseVerb platform ("Referrer")

Background: The Referee operates the UseVerb platform as a SaaS service. The Referrer wishes to refer individuals (Prospects) to the platform, earning commissions on resulting sales. This agreement sets out the terms for such referrals.

1. Acceptance & Click-Through

• By clicking "I Agree" and accessing the affiliate dashboard, the Referrer accepts this Agreement.
• Access to the dashboard constitutes ongoing acceptance.
• Termination occurs if the Referrer loses access due to non-payment of fees or breach.

2. Referral Process

• A Referral occurs when a Prospect:

1. Is invited to UseVerb via the Referrer’s unique affiliate link/code;
2. Registers and becomes a Paying Member using that code;
3. Remains an active Paying Member.

• Commission attribution follows the coupon code. If no code is used, the commission defaults to the Referrer who brought the new member to the platform.

3. Commission Structure

• The Affiliate Program is designed to reward genuine product sales to end users. Commissions are payable only on bona fide sales of UseVerb products and services, and not for the mere recruitment of new participants into the Affiliate Program.
• Total Referral Commission: 35% of the product sale.
• Distribution:

• The Referrer earns 60% of the 35% commission on their direct referrals.
• An upline referrer (who referred the Referrer) earns 10% of the 35% commission.
• This distribution may continue for up to four (4) levels of affiliated connections.

• Only one Referrer per sale may be attributed for commission purposes.
• Commission attribution is determined primarily by the coupon code used at checkout. If no coupon code is used, attribution defaults to the affiliate who referred the purchasing member to the platform.
• Product prices may vary and are not fixed under this Agreement.
• The Referee may update or modify the commission structure, percentages, tiers, or eligibility criteria from time to time by providing reasonable notice to the Referrer via the platform, email, or affiliate dashboard. Continued participation in the affiliate program after such notice constitutes acceptance of the updated commission structure.

4. Payouts

• Referrers may request payout once their balance reaches AUD $100.
• Payouts are processed within 30 calendar days of a valid payout request.
• All sales, referrals, and commissions are tracked via the affiliate dashboard.
• If a transaction that generated a Referral Commission is subsequently refunded, reversed, disputed, or subject to a chargeback (including card chargebacks or payment processor reversals), the Referee may:

• deduct the affected commission from future commissions;
• adjust the Referrer’s account balance accordingly; and/or
• recover any overpaid amounts as a debt due.

• The Referee may suspend payouts or terminate this Agreement immediately if it reasonably suspects fraud, abuse, or misuse of coupon codes or the referral system.

5. Fees & Access

• Participation in the Affiliate Program requires the Referrer to maintain an active and paid UseVerb Premium Job Seeker subscription (or such other subscription tier as the Referee may designate from time to time).
• The Referee may, at its discretion, offer promotional access, discounted subscription rates, or free trial periods for Affiliate participation. Any such offer may be withdrawn or modified at any time without liability.
• Subscription pricing, billing terms, and eligibility requirements may be varied by the Referee from time to time in accordance with the UseVerb Terms of Service. Continued participation in the Affiliate Program following any pricing or eligibility update constitutes acceptance of the revised terms.
• If the Referrer’s subscription payment fails, is cancelled, expires, or becomes overdue for any reason:

• access to the Affiliate Dashboard may be suspended immediately;
• referral tracking and visibility may be paused;
• no new commissions will accrue during the period of non-payment; and
• payout requests may be withheld until the account is brought into good standing.

• If the Referrer fails to restore an active paid subscription within a reasonable period determined by the Referee, the Referee may terminate this Agreement without further notice.
• The Referee is not responsible for any loss of data, tracking, commissions, or dashboard access arising from subscription lapse or non-payment.
• Fees paid for Premium subscription access are non-refundable except as required by law.
• Subscription fees are paid solely in consideration for access to UseVerb’s services and platform features. Payment of subscription fees does not entitle the Referrer to compensation for recruiting other participants, and commissions are earned only in accordance with Section 3.

6. Confidentiality & Privacy

• Referrer must maintain confidentiality of all proprietary information.
• Referrer must comply with the Australian Privacy Principles.
• Referrer agrees to UseVerb’s Terms of Service, Privacy Policy, Cookie Policy, and Copyright Policy (https://useverb.com/terms).

7. Intellectual Property

• All Intellectual Property developed, adapted, modified, or created in connection with UseVerb or this Agreement vests in the Referee and/or its licensors.
• Nothing in this Agreement transfers any ownership, title, or interest in Intellectual Property to the Referrer.
• The Referrer is granted a limited, non-exclusive, revocable, non-transferable, and non-sublicensable licence to use UseVerb Intellectual Property solely for the purpose of making referrals during the term of this Agreement.
• To the maximum extent permitted by law, the Referrer irrevocably consents to any act or omission by the Referee or its licensors that would otherwise infringe any Moral Rights (as defined in the Copyright Act 1968 (Cth)) the Referrer or its personnel may have in any material created, provided, or used in connection with this Agreement.
• Each Party retains ownership of all Intellectual Property owned or developed independently of this Agreement.

8. Warranties & Conduct

The Referrer represents, warrants, and agrees that:

• they have full legal capacity and authority to enter into this Agreement;
• all information provided to the Referee is true, accurate, and complete;
• they will comply with all applicable laws, regulations, and platform policies;
• they will not make any false, misleading, deceptive, defamatory, or injurious statements about the Referee, UseVerb, its business, products, or services;
• they will not engage in any conduct that may damage, disparage, or bring the Referee’s brand or reputation into disrepute;
• they will not make any representations, guarantees, or promises on behalf of the Referee;
• they have no authority to bind the Referee in any way;
• they will not infringe any third-party rights while participating in the affiliate program.

Nothing in this Agreement creates an employment relationship, agency, partnership, or joint venture between the Parties.

9. Tax Responsibility

• The Referrer is solely responsible for all taxes, duties, levies, and reporting obligations arising from Referral Commissions received under this Agreement, including any income tax, GST, VAT, or similar taxes in any jurisdiction.
• The Referee does not provide tax advice and does not withhold taxes unless required by law.
• The Referrer agrees to indemnify the Referee against any tax liabilities, penalties, or claims arising from the Referrer’s failure to comply with applicable tax laws.

10. Liability & Indemnity

• Referrer indemnifies the Referee for any losses arising from breaches of this Agreement.
• Referee liability is limited to the average monthly commission paid over the past 12 months, excluding fraud or dishonesty.

11. Term & Termination

• Agreement continues until termination by loss of dashboard access, non-payment, breach, or 30 days notice.
• Termination or suspension of Premium subscription automatically results in suspension or termination of Affiliate Program participation.
• Upon termination, accrued commissions are payable up to the termination date.
• All obligations related to confidentiality, IP, and accrued rights survive termination.

12. Dispute Resolution

• Parties must attempt to resolve disputes in good faith before mediation.
• Mediation costs shared equally; urgent relief may still be sought from courts.

13. Governing Law

• This Agreement is governed by the laws of Western Australia.
• Parties submit to the exclusive jurisdiction of courts in Western Australia.

14. General Provisions

• Notices may be sent via email and are deemed received after 24 hours.
• Severability: Invalid provisions are severed without affecting the remainder.
• Amendments must be in writing and accepted via click-through or email confirmation.
• Referrer may not assign rights without Referee consent.
• Electronic acceptance and counterparts are valid.

Definitions:

• Prospect: Individual who is not yet a Paying Member.
• Paying Member: Prospect who registers and remains a paid subscriber.
• Referral Commission: 35% of sale, split per tiered system above.
• Affiliate Dashboard: Platform area where Referrer tracks referrals and commissions.
• Start Date: Date Referrer clicks "I Agree" on the platform.

By clicking "I Agree" and accessing the affiliate dashboard, the Referrer accepts all terms of this Agreement.

UseVerb Affiliate Agreement_v1