Affiliate Program Commission Services Agreement

Welcome to the SystemiQ Group Affiliate Program!
SystemiQ Academy is a learning platform provided by SystemiQ Group, accessible at: (Website).
Under these terms of use (terms), SystemiQ Group provides you, the Referring Affiliate, access to the Affiliate Links for to the purpose of finding Referred Learners and earning the Commission under these terms.
These terms
To make it easier for you to understand the terms on which we provide our services, we’ve intentionally kept these terms as simple as possible by using plain English.
These are the key definitions to understand to read these terms:
Affiliate Link   
Means the unique HTML code given to the Referring Affiliate, as a linke to the Website landing page or a specific Online Course, which allows SystemiQ Group to track whether the Referred Learner was introduced to the Online Course through the Referring Affiliate.
Has the meaning given in clause 4(c).
When a person to which the Referring Affiliate has provided an Affiliate Link Enrols and pays in full for an Online Course within 30 days of being provided the Affiliate Link.
When a Referred Learner enrols in an Online Course by paying the Online Course Fee to SystemiQ Group under our Online Course terms, accessible here: [insert] 
Online Course
Means any SystemiQ Academy course available on the Website.
Online Course Fee      
The fee charged by SystemiQ Group to the Referred Learner when they enrol in an Online Course.
Referred Learner        
A person who Enrols in an Online Course as a direct result of the Referring Affiliate providing that Referred Learner with the Affiliate Link and otherwise promoting the Online Course.
Referring Affiliate, you
The entity or individual that enters into these terms as an affiliate to generate Referred Learners for SystemiQ Group.
SystemiQ Group, we, us or our          
SystemiQ Group Pty Ltd ACN 623 894 002
SystemiQ Group Account      
The account you will be required to subscribe for to receive the Affiliate Links.
We've also used a few other capitalised words and phrases as shorthand to refer to recurring concepts. Each of these are defined in bold and in brackets after the concepts are first mentioned.
These terms set out the terms and conditions that apply when you become a Referring Affiliate.
By ticking the box to agree to these terms, you:
(a)               agree to be bound by these terms and conditions; and 
(b)               represent and warrant that you are over 18 years of age, 
as a binding legal agreement between us and you.
Please carefully read these terms before becoming a Referring Affiliate. If you don't agree to these terms, please don't become a Referring Affiliate.
We may modify our terms from time to time. If we do, we will post a note on our homepage or email you. If you continue to act as a Referring Affiliate after we modify our terms, you'll be taken to have agreed to the terms as modified.
In order to be a Referring Affiliate, you will be required to subscribe for a SystemiQ Group Account.
When you subscribe for a SystemiQ Group Account, you must provide true, accurate and complete information as requested and keep this information up to date after registration.
You agree that you're solely responsible for:
(a)               maintaining the confidentiality and security of your SystemiQ Group Account information and your password; and
(b)               any activities and those of any third party that occur through your SystemiQ Group Account, whether those activities have been authorised by you or not.
You also agree to let us know if you detect any unusual activity on your account as soon as you become aware of it.
We won't be responsible to you for, and expressly disclaim any liability for, any cost, loss, damage or expense arising out of a failure by you to maintain the security of your SystemiQ Group Account information or your password.
You are granted a licence to access and use the Affiliate Links in accordance with the terms of these terms, including clause 7.
Once you have subscribed for a SystemiQ Group Account, you can distribute the Affiliate Links to any person that you consider may be interested in the Online Courses.
The Website has inbuilt functionality to track, using cookies and IP addresses, when a Referred Learner comes to the Website using an Affiliate Link, and which Referring Affiliate the Affiliate Link belongs to. This tracking information will be used to determine your eligibility for a Commission in accordance with clause 4. You acknowledge and agree that, in the event that a Referred Learner cannot be tracked to your Affiliate Link, no Commission will be payable.
(a)               It is free to subscribe for a SystemiQ Group Account and distribute the Affiliate Links.
(i)                 simply for sharing the Affiliate Link; or
(ii)                after the 30 day period has expired.
(d)               We will use the payment method provided by you under your account details page in the SystemiQ Group to pay you the Commission.
The relationship between you and us is of a principal and an independent contractor. Nothing in these terms constitutes or deems you to be an employee or agent of SystemiQ Group. You must not hold yourself out as being entitled to contract or accept payment in the name of or on account of SystemiQ Group.
Our relationship with a Referred Learner is independent of our relationship with you.
We'll need you to make a few promises about the way you'll use the Affiliate Links. You acknowledge and agree that no Commissions will be payable, including any outstanding Commissions payable to you, and that we may terminate your SystemiQ Group Account and access to any Affiliate Links, if it is found that you have breached this clause 6.
You agree:
(a)               not to harass or put any undue pressure on anyone you provide the Affiliate Links to;
(b)               not to make any misleading or untrue statements about SystemiQ Group or the Online Courses, including not making any promises about particular outcomes that the Referred Learner may achieve;
(c)                not to copy, reproduce, translate, adapt, vary or modify the Affiliate Links without our express consent, except as expressly contemplated by these terms;
(d)               not to use the Affiliate Links in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
(e)               not to distribute the Affiliate Links on any websites that involve the publication of offensive, illegal, derogatory, obscene or sexually explicit material;
(f)                 not to use the Affiliate Links for the purpose of distributing unsolicited commercial content, junk mail, spam, automated or robotic or manual bulk content or harassment;
(g)               not to attempt to breach the security of the Affiliate Links or SystemiQ Group's system security, or otherwise interfere with the normal function of the Affiliate Links, including by:

(i)                 gaining unauthorised access to Affiliate Links or data about other users of SystemiQ Group;

(ii)                scanning, probing or testing the Affiliate Links for security vulnerabilities;

(iii)               overload, flood, mailbomb, crash or submit a virus to the Affiliate Links or SystemiQ Group's system; or

(iv)               instigate or participate in a denial-of-service attack against the Affiliate Links or SystemiQ Group's system.

Unless we indicate otherwise, all materials used in the Online Courses (including text, graphics, logos, icons, sound recordings and software) are subject to Intellectual Property Rights that are owned or licensed by us.
Under these terms, you will not be provided with access to the Online Courses, and no Intellectual Property Rights in the Online Courses or the Affiliate Links are transferred to you.
To the extent there are any Intellectual Property Rights in the Affiliate Links, you are granted a limited licence for the sole purpose of distributing the Affiliate Links as contemplated by these terms.
The Affiliate Links may contain text, images, data and other content provided by a third party (Third Party Content). We're not responsible for any of this Third Party Content and we make no representation or warranty about the quality, suitability, accuracy, reliability, currency or completeness of any Third Party Content. 
The Affiliate Links may also contain links to websites operated by third parties (Third Party Links). Third Party Links are provided for convenience and may not remain current or be maintained. We do not endorse and are not responsible for Third Party Links and have no control over or rights in linked websites.
SystemiQ Group will not be liable for any loss or damage suffered by you in connection with the third party platform terms.
We do not accept responsibility for any unauthorised use, destruction, loss, damage or alteration to your data or information, your computer systems, mobile phones or other electronic devices arising in connection with use of the Affiliate Links. You should take your own precautions to ensure that the process which you employ for accessing the Affiliate Links does not expose you to the risk of hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
If you become aware of misuse of a Affiliate Link by any person, any errors in the Affiliate Link or any difficulty in accessing or using the Affiliate Link, please contact us immediately using the contact details or form provided on our Website.
11. Affiliate Links LIMITATIONS
The Affiliate Links are made available to you strictly on an 'as is' basis. We can't guarantee, and make no warranties, to the extent permitted by law, that:
(a)               the Affiliate Links will be free from errors or defects;
(b)               the Affiliate Links will be accessible or available at all times;
(c)                information you receive or supply through the SystemiQ Group will be secure or confidential; or
(d)               any information provided from the Affiliate Links is accurate or true.
SystemiQ Group controls the operation of the Online Courses and Affiliate Links from headquarters located in Australia. Some services or parts thereof may be operated from, or hosted on mirrors or servers, at various locations outside of Australia.
We make no representation or warranty that all of the features of the Online Courses or Affiliate Links will be available to you or any Referred Learner outside of Australia or that they are permitted to be accessed outside Australia.
You're solely responsible for your decision to use the Affiliate Links from other locations and you acknowledge that such use may be subject to, and you are responsible for, compliance with applicable local laws in relation to your use of the Affiliate Links.
(a)               To the maximum extent permitted by applicable law, SystemiQ Group limits all liability to any person for loss or damage of any kind, however arising whether in contract, tort (including negligence), statute, equity, indemnity or otherwise, arising from or relating in any way to the use of the Affiliate Links to $100 (AUD) in aggregate. This includes the transmission of any computer virus.
(b)               You agree to indemnify SystemiQ Group and its employees and agents in respect of all liability for loss, damage or injury which may be suffered by any person arising from, or in connection with, you or your representatives use of the Affiliate Links, the Online Courses, and/or breach of these terms.
(c)                All express or implied representations and warranties given by us are, to the maximum extent permitted by applicable law, excluded.
(d)               Nothing in these terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.
(e)               To the maximum extent permitted by law, under no circumstances will SystemiQ Group be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with the Affiliate Links, these terms or their subject matter (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)).
Either party may terminate these terms for convenience immediately at any time by providing written notice to the other party. You may terminate your SystemiQ Group Account by notifying us using the functionality provided in the SystemiQ Group Account.
Upon termination of these terms, we may delete any data associated with your SystemiQ Group Account. You won't be able to recover any of this after cancellation, termination or expiry of your SystemiQ Group Account so we recommend you back up anything important to you.  We won't be responsible to you for, and expressly disclaim any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or expiry of your SystemiQ Group Account.
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of these terms will survive and be enforceable after such termination or expiry.
15.               NOTICES
(a)               A notice or other communication to a party under these terms must be:
(i)                 in writing and in English; and
(ii)                delivered via email to the other party, to the email address specified in these terms, or if no email address is specified in these terms, then the email address most regularly used by the parties to correspond regarding the subject matter of these terms as at the date of these terms (Email Address). The parties may update their Email Address by notice to the other party.
(b)               Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:
(i)                 24 hours after the email was sent; or
(ii)                when replied to by the other party,
whichever is earlier.
16.    GENERAL
These terms are governed by the law applying in Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with these terms. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
16.2  WAIVER
No party to these terms may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
Any term of these terms which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of these terms is not limited or otherwise affected.
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
A party cannot assign, novate or otherwise transfer any of its rights or obligations under these terms without the prior written consent of the other party.
16.6    COSTS
Except as otherwise provided in these terms, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing these terms.
These terms embody the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of these terms.
(a)               (singular and plural) words in the singular includes the plural (and vice versa);
(b)               (gender) words indicating a gender includes the corresponding words of any other gender;
(c)                (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(d)               (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(e)               (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f)                 (these terms) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of these terms, and a reference to these terms includes all schedules, exhibits, attachments and annexures to it;
(g)               (document) a reference to a document (including these terms) is to that document as varied, novated, ratified or replaced from time to time;
(h)               (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(i)                 (includes) the word "includes" and similar words in any form is not a word of limitation; and
(j)                 (adverse interpretation) no provision of these terms will be interpreted adversely to a party because that party was responsible for the preparation of these terms or that provision.