SECTARA™ Affiliate Program Terms and Conditions

Version: 1.1
Last Updated: April 22, 2025

These Affiliate Program Terms and Conditions (“Agreement”) govern your participation in the Affiliate Program (“Program”) offered by SECTARA Pty Ltd., a proprietary limited company registered under the laws of New South Wales, Australia (“Company,” “we,” “us,” or “our”). By participating in the Program, you (“Affiliate,” “you,” or “your”) agree to be bound by this Agreement. If you do not agree to these terms, you may not participate in the Program.

1. Definitions

1.1. Affiliate: An individual or entity approved by the Company to participate in the Program and promote the Company’s products or services in exchange for Commissions.

1.2. Affiliate Link: A unique tracking URL provided by the Company through the Tolt platform to track referrals and attribute Commissions.

1.3. Commission: The payment earned by an Affiliate for each Qualifying Transaction attributed to their Affiliate Link, as outlined in Section 5.

1.4. Qualifying Transaction: A completed subscription purchase of the Company’s services by a Referred Customer, excluding refunds, chargebacks, or cancellations, and subject to the duration limit in Section 5.

1.5. Referred Customer: A customer who purchases the Company’s services through an Affiliate Link and meets the eligibility criteria set forth in this Agreement.

1.6. Tolt: The third-party affiliate tracking platform used by the Company to manage the Program, accessible at https://tolt.io.

2. Enrolment in the Program

2.1. Application: To participate, you must submit a complete and accurate application through the Tolt platform. The Company reserves the right to approve or reject applications at its sole discretion.

2.2. Eligibility: You must be at least 18 years old and have the legal capacity to enter into this Agreement. Affiliates based in Australia must hold a valid Australian Business Number (ABN) if operating as a business. Overseas affiliates are not required to hold an ABN but must comply with applicable tax and business registration laws in their jurisdiction. You may not participate if your participation violates any applicable laws or regulations in Australia or your jurisdiction.

2.3. Approval: Upon approval, you will receive access to the Tolt dashboard and an Affiliate Link. The Company may revoke approval at any time if you breach this Agreement or engage in conduct that may harm the Company’s reputation.

3. Promotion and Responsibilities

3.1. Permitted Promotion: You may promote the Company’s services using your Affiliate Link through lawful and ethical methods, including websites, blogs, social media, email marketing, or other approved channels, provided they comply with Australian laws and the laws of your jurisdiction.

3.2. Prohibited Activities: You must not:

• Use paid advertising (e.g., Google Ads, social media ads) featuring the Company’s brand name, trademarks, or variations thereof without prior written consent.

• Engage in spamming, unsolicited commercial electronic messages, or deceptive marketing practices in violation of the Spam Act 2003 (Cth) or equivalent laws in your jurisdiction.

• Promote the Company’s services on websites or platforms containing illegal, offensive, or inappropriate content, including content that violates Australian anti-discrimination or vilification laws or applicable laws in your jurisdiction.

• Misrepresent the Company’s services, pricing, or features, or make false or misleading claims in breach of the Australian Consumer Law (ACL) or equivalent consumer protection laws.

• Use your Affiliate Link to refer yourself, your employees, or entities you control, including through artificial means to inflate Commissions.

3.3. Compliance with Laws: You are solely responsible for ensuring your promotional activities comply with:

• Australian laws, including the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) regarding misleading or deceptive conduct and consumer guarantees, the Spam Act 2003 (Cth) for electronic marketing, and the Privacy Act 1988 (Cth) for handling personal information.

• All applicable laws in your jurisdiction, including consumer protection, advertising, privacy, and anti-spam regulations (e.g., GDPR for EU affiliates, CAN-SPAM Act for US affiliates).

3.4. Brand Guidelines: You must adhere to the Company’s brand guidelines, provided upon approval, when using the Company’s logos, trademarks, or promotional materials. Unauthorised use may result in termination from the Program.

4. Tracking and Attribution

4.1. Affiliate Link: The Company uses Tolt to track referrals and attribute Qualifying Transactions. You are responsible for ensuring your Affiliate Link is correctly implemented and functional.

4.2. Attribution Period: A Qualifying Transaction is attributed to you if the Referred Customer completes a purchase within 60 days of clicking your Affiliate Link, as tracked by Tolt.

4.3. Disputes: If you dispute Tolt’s tracking data, you must notify the Company in writing within 14 days of the relevant transaction. The Company’s decision, based on Tolt’s records, is final.

5. Commissions and Payments

5.1. Commission Structure: In the first year of a subscriber signing up to a paid plan, the Commission payable is 15% of the subscription fee (excluding taxes and refunds). This enables a 15% discount to be granted to the subscriber on their subscription. In each following year, should the subscriber remain subscribed to a paid plan, Commissions are calculated as 30% of the net subscription fee (excluding taxes and refunds) for each Qualifying Transaction. The Company may update the Commission structure at its discretion, with notice provided via the Tolt platform.

5.2. Commission Duration: Commissions are payable only for Qualifying Transactions occurring within 10 years from the date a Referred Customer first subscribes to the Company’s services through your Affiliate Link. After this 10-year period, no further Commissions will be payable for that Referred Customer, even if their subscription continues.

5.3. Eligibility for Payment: Commissions are payable only for Qualifying Transactions that:

• Are completed by a Referred Customer who is not you, your employee, or an entity you control.

• Are not subject to refunds, chargebacks, or cancellations within 30 days.

• Occur within the 5-year commission period specified in Section 5.2.

5.4. Payment Process:

• Commissions are paid monthly via PayPal or bank transfer through Tolt, provided the minimum payout threshold of AUD $100 is met.

• You are responsible for providing accurate payment details and any tax-related information required for payment processing.

• Payments are made in Australian Dollars (AUD) unless otherwise agreed.

5.5. Tax Obligations:

• Australian Affiliates: You are responsible for any taxes, including Goods and Services Tax (GST), arising from Commissions. If you are GST-registered, you must provide a valid tax invoice to the Company upon request.

• Overseas Affiliates: You are responsible for complying with tax obligations in your jurisdiction, including any income or withholding taxes. The Company may withhold taxes as required by Australian law (e.g., under Australia’s tax treaties or the Taxation Administration Act 1953 (Cth)) or provide tax documentation if applicable. You agree to provide any necessary tax information, such as a Tax Identification Number (TIN), to facilitate payments.

5.6. Withholding or Reversal: The Company may withhold or reverse Commissions for fraudulent, invalid, or non-Qualifying Transactions, or if you breach this Agreement.

6. Intellectual Property

6.1. Limited Licence: The Company grants you a non-exclusive, non-transferable, revocable licence to use its logos, trademarks, and promotional materials solely for Program-related activities, subject to the brand guidelines.

6.2. Ownership: All intellectual property rights in the Company’s services, branding, and materials remain the property of the Company. You must not modify, reproduce, or distribute these materials without prior written consent.

6.3. Your Materials: You grant the Company a non-exclusive, royalty-free licence to use your promotional content for Program-related purposes, such as showcasing successful affiliates.

7. Confidentiality

7.1. Confidential Information: You may receive access to confidential information, including customer data, business strategies, or Program details. You must not disclose or use this information except as necessary to perform your obligations under this Agreement.

7.2. Survival: Confidentiality obligations survive termination of this Agreement.

8. Term and Termination

8.1. Term: This Agreement begins upon your approval into the Program and continues until terminated by either party.

8.2. Termination by You: You may terminate this Agreement by providing written notice through the Tolt platform and ceasing use of your Affiliate Link.

8.3. Termination by Company: The Company may terminate this Agreement or suspend your participation at any time, with or without notice, for reasons including but not limited to:

• Breach of this Agreement.

• Conduct that harms the Company’s reputation or violates Australian or applicable foreign laws.

• Suspected fraud or abuse of the Program.

8.4. Effect of Termination: Upon termination:

• You must immediately cease using your Affiliate Link and the Company’s branding.

• Commissions for Qualifying Transactions completed before termination and within the 5-year commission period will be paid, subject to Section 5.

• Any outstanding obligations, including confidentiality, survive termination.

9. Indemnity and Liability

9.1. Indemnity: You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from any claims, losses, or damages (including legal fees) arising from your breach of this Agreement, your promotional activities, or your violation of Australian or applicable foreign laws.

9.2. Limitation of Liability: To the maximum extent permitted by law, the Company is not liable for any indirect, consequential, or incidental damages arising from your participation in the Program. The Company’s total liability is limited to the Commissions paid to you in the preceding 12 months. Nothing in this Agreement excludes or limits liability for matters that cannot be excluded under the Australian Consumer Law.

10. Privacy and Data Protection

10.1. Compliance: You must comply with the Privacy Act 1988 (Cth) when handling personal information in Australia and any applicable privacy laws in your jurisdiction (e.g., GDPR for EU affiliates) when participating in the Program.

10.2. Data Collection: You must not collect, store, or process personal information of Referred Customers beyond what is necessary to provide your Affiliate Link, and you must disclose your data practices in accordance with Australian and applicable foreign privacy laws.

10.3. Company’s Role: The Company processes personal information in accordance with its Privacy Policy, available at https://sectara.com/privacy-policy. You agree to direct Referred Customers to this policy for details.

11. Governing Law and Dispute Resolution

11.1. Governing Law: This Agreement is governed by the laws of New South Wales, Australia. The parties submit to the exclusive jurisdiction of the courts of NSW for any disputes arising under this Agreement.

11.2. Dispute Resolution: Before commencing legal proceedings, the parties must attempt to resolve disputes in good faith through negotiation. If unresolved within 30 days, either party may pursue legal remedies.

12. Miscellaneous

12.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the Program and supersedes all prior agreements or understandings.

12.2. Amendments: The Company may amend this Agreement at its discretion by providing notice via the Tolt platform or email. Continued participation after such notice constitutes acceptance of the amended terms.

12.3. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.

12.4. Assignment: You may not assign your rights or obligations under this Agreement without the Company’s prior written consent. The Company may assign this Agreement at its discretion.

12.5. No Agency: You are an independent contractor, and nothing in this Agreement creates a partnership, employment, or agency relationship between you and the Company.

12.6. Notices: Notices must be sent via email to [email protected] for the Company, or through the Tolt platform for you, and are deemed received upon confirmation of delivery.

Contact Information

For questions about this Agreement or the Program, please contact SECTARA via [email protected].

By participating in the Program, you acknowledge that you have read, understood, and agree to be bound by this Agreement.