UseVerb Affiliate Agreement (v1.2)

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 and related services.
• The Referrer wishes to refer individuals (Prospects) to the platform, earning commissions on resulting sales.
• This agreement sets out the terms for such referrals.
• Participation in the Affiliate Program is free of charge.

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 breach of this Agreement or suspension of their account.

2. Referral Process A Referral occurs when a Prospect:

• Is invited to UseVerb via the Referrer’s unique affiliate link/code;
• Registers and becomes a Paying Member using that code; and
• 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 rewards genuine product sales to end users only.
• No commissions are paid for merely recruiting new affiliates.
• Total Referral Commission: 35% of the product sale.

Distribution:

• Referrer earns 60% of the 35% commission on direct referrals.
• Upline referrer earns 10% of the 35% commission.
• Applies for up to four (4) levels.
• Only one Referrer per sale may be attributed.
• Attribution is primarily based on coupon code.
• If no code is used, attribution defaults to the referring affiliate.
• Product prices may vary and are not fixed.
• The Referee may modify commission structure, tiers, or eligibility with reasonable notice.
• Continued participation constitutes acceptance of updates.

4. Payouts

• Minimum payout threshold: AUD $100.
• Payouts processed within 30 days of valid request.
• All activity tracked via affiliate dashboard.

If a sale is refunded, reversed, or disputed, the Referee may:

• Deduct commission from future earnings;
• Adjust account balance; and/or
• Recover overpaid amounts as a debt.
• The Referee may suspend payouts or terminate for suspected fraud, abuse, or misuse.

5. Fees & Access

• Participation in the Affiliate Program is free.
• Referrer must maintain an active account in good standing.
• The Referee may offer enhanced features or tools at its discretion.
• Such offers may be modified or withdrawn at any time.
• Eligibility requirements may be updated from time to time.
• Continued participation constitutes acceptance.

Activity Requirement:

• To remain eligible to earn commissions, the Referrer must achieve at least one (1) successful referral of a new Member in each calendar month.
• A “successful referral” for the purpose of this clause means a Prospect who registers for a UseVerb account using the Referrer’s link or code, whether or not they become a Paying Member.
• For the avoidance of doubt, commissions are only payable on referrals that become Paying Members in accordance with this Agreement.
• If the Referrer records zero (0) successful referrals in a calendar month:

• Affiliate access will be terminated at the beginning of the following calendar month;
• Access to the Affiliate Dashboard will be revoked; and
• No further commissions will accrue unless the Referrer reapplies and is reapproved for participation.

If the Referrer’s account is not in good standing:

• Dashboard access may be suspended;
• Tracking and visibility may be paused;
• No new commissions will accrue; and
• Payouts may be withheld.
• Failure to restore account may result in termination.
• Referee is not responsible for losses from suspension, inactivity, or failure to meet the Activity Requirement.

6. Confidentiality & Privacy

• Referrer must keep proprietary information confidential.
• Must comply with Australian Privacy Principles.
• Agrees to UseVerb policies (https://useverb.com/terms).

7. Intellectual Property

• All IP vests in the Referee or its licensors.
• No ownership is transferred to the Referrer.
• Referrer is granted a limited, revocable licence to use IP for referrals only.
• Referrer consents to use of materials without moral rights claims.
• Each party retains independently developed IP.

8. Warranties & Conduct Referrer represents that they:

• Have legal capacity to enter this Agreement;
• Provide accurate information;
• Will comply with all laws and policies;
• Will not make misleading or damaging statements;
• Will not harm the brand or reputation;
• Will not make promises on behalf of the Referee;
• Have no authority to bind the Referee; and
• Will not infringe third-party rights.
• No employment, agency, or partnership relationship is created.

9. Tax Responsibility

• Referrer is responsible for all taxes.
• Referee does not provide tax advice or withhold taxes unless required.
• Referrer indemnifies Referee for tax-related liabilities.
• Liability & Indemnity
• Referrer indemnifies Referee for losses from breaches.
• Referee liability limited to average monthly commissions (12 months), excluding fraud.

10. Term & Termination

• Agreement continues until:

• Breach;
• Account suspension;
• Loss of access; or
• 30 days notice.

• Accrued commissions payable up to termination.
• Key obligations survive termination.

11. Dispute Resolution

• Parties must attempt good faith resolution.
• Mediation costs shared.
• Courts available for urgent relief.

12. Governing Law

• Laws of Western Australia apply.
• Exclusive jurisdiction of WA courts.

13. General Provisions

• Notices via email (deemed received after 24 hours).
• Invalid clauses severed.
• Amendments via written or click-through acceptance.
• No assignment without consent.
• Electronic acceptance valid.

Definitions:

• Prospect: Not yet a Paying Member.
• Paying Member: Active paid subscriber.
• Referral Commission: 35% of sale (tiered split applies).
• Affiliate Dashboard: Tracking platform.
• Start Date: Date of acceptance.

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