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Knowby Affiliate Program Terms of Service

Effective Date: 30th October 2023

1. Definitions

"Affiliate" refers to the individual or entity agreeing to the terms of this Contract as a participant in the Knowby Affiliate Program.

"Company" refers to Knowby Pty. Ltd (ABN 19 634 269 131), a business headquartered in Australia.

"Affiliate Program" refers to the program managed by the Company that allows the Affiliate to earn commissions for sales of Knowby Pro generated through the Affiliate’s unique referral link.

"Affiliate Approval" means the written approval from the Company confirming the Affiliate’s participation in the Affiliate Program.

"Offers" refers to the various commission structures and incentives provided by the Company to the Affiliate for fulfilling specific business objectives such as referring paying customers, achieving revenue thresholds, or successfully closing sales. Offers may differ from Affiliate to Affiliate and are subject to change at the Company's discretion.

"Effective Date" means the date mentioned at the beginning of this Contract.

2. Acceptance of Terms

2.1 Participation in the Affiliate Program is subject to the terms and conditions of this Contract.

2.2 Any variation to this Contract must be in writing and signed by both parties.

3. Affiliate Responsibilities

3.1 The Affiliate agrees to promote Knowby Pro in a manner that is ethical and in line with the Company’s brand guidelines.

3.2 The Affiliate shall not make any false or misleading statements regarding Knowby Pro or the Affiliate Program.

4. Commissions

4.1 Commissions will be paid to the Affiliate based on the Offers provided by the Company and as outlined in the Affiliate Approval.

4.2 The specific details of the Offers, including the rate and type of commission, are at the sole discretion of the Company and may be updated from time to time. Any changes to Offers will be communicated to the Affiliate in writing.

4.3 The Affiliate shall not be entitled to a commission or any part of a commission if the Affiliate is in breach of the Contract at the time of earning said commission or at any time before the commission payment is due.

4.4 Commissions will be calculated and paid monthly, unless otherwise specified in the Offers or the Affiliate Approval.

4.5 All commission payments are subject to tax and other required deductions, in accordance with applicable laws in New South Wales, Australia.

5. Payment

5.1 Commissions are paid on a monthly basis to the payment method specified by the Affiliate.

5.2 All commissions are subject to applicable taxes under the laws of New South Wales, Australia.

6. Intellectual Property

6.1 All Knowby-related trademarks and intellectual property remain the property of the Company.

6.2 The Affiliate is granted a limited, revocable license to use such intellectual property solely for the purposes of promoting Knowby Pro under this Contract.

7. Confidentiality

7.1 Both parties agree to keep all information gained from the other party confidential.

7.2 This clause survives termination of this Contract.

8. Limitation of Liability

8.1 Neither party shall be liable for any indirect or consequential losses under this Contract.

8.2 The Company’s total liability to the Affiliate under this Contract shall not exceed the total commissions paid to the Affiliate in the twelve months prior to any claim.

9. Warranties and Indemnities

9.1 Both parties warrant that they have full power and authority to enter into this Contract.

9.2 The Affiliate indemnifies the Company against any claim or loss arising from a breach of this Contract by the Affiliate.

10. Termination for Convenience

10.1 Either party may terminate this Contract at any time by giving 30 days' written notice to the other party.

11. Termination for Cause

11.1 Either party may terminate this Contract with immediate effect by providing written notice if the other party is in material breach of this Contract.

12. Duration and Termination

12.1 This Contract shall commence on the Effective Date and shall continue for the initial term set out in the Affiliate Approval, or one year if not specified (Initial Term). The Contract will automatically renew for yearly periods unless terminated as per this clause.

12.2 The Company may terminate this Contract at any time if it discontinues its Affiliate Program, giving the Affiliate as much notice as reasonably possible.

12.3 Either party may terminate this Contract with immediate effect by giving written notice under certain conditions, including material breach, insolvency, or cessation of business operations.

13. Consequences of Termination

13.1 Upon termination, the Affiliate shall cease all promotion of Knowby Pro and shall return or destroy any confidential information belonging to the Company.

13.2 Outstanding commissions shall be paid to the Affiliate unless termination was due to the Affiliate's breach of this Contract.

14. Force Majeure

14.1 Neither party shall be liable for failure to perform its obligations under this Contract if such failure results from circumstances beyond reasonable control.

15. Notices

15.1 All notices should be sent to the addresses specified in the Affiliate Approval.

15.2 Notices are deemed received when delivered, or if sent by post, two days after posting.

16. Entire Agreement

16.1 This Contract constitutes the entire agreement between the parties and supersedes all prior understandings or agreements relating to the subject matter.

17. Amendments

17.1 This Contract may only be amended in writing, signed by both parties.

18. Waiver

18.1 A waiver of any term or condition of this Contract is only effective if given in writing and signed by the waiving party.

19. Severability

19.1 If any part of this Contract is found to be unenforceable, the remainder of the Contract will continue in effect.

20. Assignment

20.1 Neither party may assign this Contract without the written consent of the other party.

21. Governing Law

21.1 This Contract is governed by the laws of New South Wales, Australia.

22. Dispute Resolution

22.1 Any disputes arising from this Contract will first be attempted to be resolved amicably between the parties. If unsuccessful, disputes will be resolved in a court of competent jurisdiction in New South Wales, Australia.

23. Third-Party Rights

23.1 This Contract does not grant any rights or remedies to any third parties.

24. Relationship of the Parties

24.1 The parties are independent contractors and nothing in this Contract creates an employer-employee relationship.

25. Interpretation

25.1 In this Contract, singular terms include the plural and vice versa; headings are for convenience and do not affect interpretation.

26. Jurisdiction

26.1 The parties submit to the exclusive jurisdiction of the courts of New South Wales, Australia for all proceedings arising out of or in connection with this Contract.