By submitting this application, you agree to be bound by the affiliate agreement below,
if you are accepted into the affiliate program.
Affiliate Agreement
Thank you for your interest in promoting and recommending MantisProperty’s services.
This Affiliate Agreement ("Agreement") sets out the terms of our agreement for you to be an affiliate of MantisProperty and describes the affiliate relationship we are entering into. This Agreement details your responsibilities as an affiliate and our responsibilities to you.
PLEASE READ THIS AGREEMENT CAREFULLY.
By proceeding with your Affiliate Application to be an affiliate you are deemed to have read and accepted this Agreement and agree to be bound by the terms and conditions contained within it.
1 Definitions
In this Agreement, terms not otherwise defined in this Agreement shall have the following meanings assigned to them unless the context requires that they do not:
"Active Customer" means a customer of MantisProperty that has (or had) an MantisProperty Subscription that:
* has not placed their MantisProperty Subscription on a temporary hold; and
* has not terminated or cancelled their MantisProperty Subscription; and
* has not failed to pay the MantisProperty Fee.
"Affiliate" / "you" / "your" means you, the affiliate.
"Affiliate Application" means the fully completed form which must be provided to us for consideration of your inclusion in the Affiliate Program.
"Affiliate Program" means the program we’ve set up for our affiliates as described in this Agreement.
"MantisProperty" / "we" / "us" / "our" means Mantis Technologies Pty Ltd ABN 59 107 280 400 and its employees or legal agents.
"MantisProperty Fee(s)" means the monthly fee(s) (including GST) paid by a Referred Customer to MantisProperty and recovered by MantisProperty from that Referred Customer, in exchange for access to their MantisProperty Subscription, provided that the MantisProperty Fee paid complies with the Qualified Purchase requirements.
"MantisProperty Subscription" means a 'gold', 'platinum' or 'elite' subscription to the MantisProperty platform.
"Parties" means MantisProperty and you;
"Week" means in the case of the first Week, the period commencing on the date your Application is accepted and expiring at 11:59pm on the day that is 6 days later. For the balance of the term of this Agreement, the Weeks will be each week commencing on the same day of the week that your Application is accepted and ending at 11:59pm on the day that is 6 days later (inclusive).
"Website" means our primary website, being www.mantisproperty.com.au.
2 Age Restriction
You must be at least 18 (eighteen) years of age to join and participate in our Affiliate Program or use this Website. By submitting an application to our Affiliate Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. We assume no responsibility or liability for any misrepresentation of your age.
3 Affiliate Acceptance
3.1 Once you complete an Affiliate Application, we will review your Affiliate Application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an Affiliate Application, we may want to review your Affiliate Application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your Affiliate Application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your Affiliate Application, your Affiliate Application is considered to be rejected.
3.2 If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. We reserve the right to refuse your Affiliate Application without providing reasons for that refusal.
4 Affiliate Program
4.1 After your acceptance in the Affiliate Program, you must ensure your account is set up thoroughly, including specific payout information and location (such as a bank or online account which we may use to post payment).
Please be advised the below is a general description of the Affiliate Program. Everything contained in this subsection is subject to the specific terms and conditions throughout the rest of this Agreement.
4.2 We will provide you with the specific link or links ("Affiliate Link") and specific code or codes ("Affiliate Codes") which correspond to the MantisProperty Subscription that we are offering for sale. The Affiliate Link(s) and/or Affiliate Code(s) will be keyed to your identity and will send online users to the Website, MantisProperty’s website or websites. You hereby agree to fully cooperate with us regarding the Affiliate Link(s) and/or Affiliate Code(s) and that you will explicitly comply with all of the terms of this Agreement for the promotion of the Affiliate Link(s) and/or Affiliate Code(s) at all times. We may modify the Affiliate Link(s) and/or Affiliate Code(s) and will notify you if we do so. You agree to only use links and/or codes which are prior approved by us and to display the Affiliate Link(s) and/or Affiliate Code(s) prominently on your website or social media page, as described in your Affiliate Application ("Affiliate Site").
4.3 Each time a user clicks through the Affiliate Link(s) and/or Affiliate Code(s) posted on the Affiliate Site and completes the sale of the product or service and we determine it is a Qualified Purchase (as described below) you will be eligible to receive the Commission (as described below).
4.4 Your relationship with us is managed through the Website.
4.5 Commission & Qualified Purchases
(a) Subject to the satisfaction of the Qualified Purchase requirements below, an Affiliate will receive 20% of the total MantisProperty Fees accrued in each month, paid in arrears ("Commission"). We may change this Commission rate at any time, including increasing the Commission percentage temporarily for promotional periods, from time to time. At the conclusion of any promotional period, the rate will return to the regular Commission percentage under this Agreement.
(c) Subject to the further terms of this Agreement, in order to generate the Commission for any given Week:
The referred customer must:
have initially used your properly coded Affiliate Link or Affiliate Code (it is your responsibility to ensure that the correct link or code is provided to the customer); and
not have been referred by any other partner or affiliate links or affiliate codes of MantisProperty; and
not request a refund within 7 days of their initial purchase (orders that are refunded for any reason whatsoever do not attract a Commission payment.); and
not have been induced by the Affiliate offering the customer any coupons or discounts; and
pay for the MantisProperty Subscription through the Website; and
not be the Affiliate; and
("Referred Customer")
the initial purchase must:
not be purchased by an already existing or previously existing customer of MantisProperty; and
not be purchased by an already-existing partner or affiliate of MantisProperty; and
not be purchased prior to the Affiliate joining the Affiliate Program; and
not be purchased by a customer in violation of any of our legal terms or policies; and
not be fraudulent in any way, in the MantisProperty’s sole and exclusive discretion.
("Qualified Purchase")
(d) For the avoidance of doubt, if a user visits our Website using your Affiliate Link(s), then leaves our Website, and comes back at a later time direct to our Website without using your Affiliate Link(s) or entering your Affiliate Code(s), then the subsequent purchase made by that user will not be a Qualified Purchase for the purposes of this Agreement.
(e) Notwithstanding the above clauses, we will determine whether a Commission is permissible in our sole and exclusive discretion. We reserve the right to reject clicks and/or sales that do not comply with the terms of this Agreement.
4.6 Reports: You may log into your account with us to review reports related to your Affiliation, such as Commission reports, your Affiliate Link(s) and your Affiliate Code(s). Please be advised however, that not all listed qualifying clicks and/or purchases have been fully reviewed for accuracy in the reports viewable by you in real-time and therefore may be subject to change prior to payment of your Commission.
4.7 Payment of Commission
(a) Commission payments will only be available when we have your current contact details and PayPay username. We do not require your PayPal password, only your PayPal username.
(b) Currently, MantisProperty uses the following methods of payment of the Commission: PayPal
(c) For any changes in your contact details or PayPal username, you must notify us immediately and we will endeavour to make the changes to your Commission information as soon as possible.
(d) Commissions will be available in the period after they accrue. For example, if the MantisProperty Fees are made every Week, an entire Week must finish for the Commission of that period to be available in the following period.
(e) We explicitly reserve the right to change Commission information in our sole and exclusive discretion. If we do so, you will be notified.
(f) For any disputes as to Commission, MantisProperty must be notified within thirty (30) days of your receipt of the Commission. We will review each dispute notification as well as the underlying payout transaction to which it is related. Any disputes raised after thirty (30) days of payout will not be addressed.
(g) You are responsible for meeting all of your tax obligations in respect of your affiliate income, including paying GST out of your Commission if you are registered to do so. Your Commission will be calculated on the MantisProperty Fees LESS GST.
(h) If you reside in either Australia, New Zealand, the United States or any country part of the European Union, the Commission will be paid in your relevant country of residence (converted from Australian Dollars via the then-current Paypal conversion rates). If you reside anywhere other than Australia, New Zealand, the United States or any country part of the European Union, the the Commission will be paid to you in Australian Dollars via Paypal (and not your residence’s currency).
5 Your obligations as an Affiliate
5.1 As an Affiliate you agree that:
(a) You may not supply an MantisProperty Subscription to customers by any other means other than by your Affiliate Link and/or or Affiliate Code; and
(b) You are not authorised to collect payments from the sale of an MantisProperty Subscription yourself; and
(c) You are not authorised to sell a MantisProperty Subscription as a reseller through any other means other than using your Affiliate Link and/or or Affiliate Code; and
(d) You are not authorised to give away any MantisProperty products for any reason whatsoever.
5.2 A breach of any of the above sub-clauses will result in immediate termination of this Agreement.
5.3 You are responsible for ensuring operation and maintenance of the Affiliate Site, including technical operations, written claims, links, and accuracy of materials. You must ensure, as noted above, that the Affiliate Site does not infringe upon the intellectual property rights of any third party or otherwise violate any legal rights.
5.4 We may monitor your account, as well as clicks and/or purchases coming through your account. If we determine you are not in compliance with any of the terms of this Agreement, we have the right to immediately terminate your participation in the Affiliate Program.
5.5 We require all of our Affiliates to comply with all applicable statutes, regulations, and guidelines set by the federal government, through the Australian Competition and Consumer Commission, as well as state and local governments as mandated. The Australian Competition and Consumer Commission requires that affiliate relationships, such as the relationship between you and the Company, be disclosed to consumers. We recommend that you seek independent legal counsel to advise you of your obligations to disclose in this manner.
5.6 We also require you to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact your country of residence or your visitors. Such regulations include, but are not limited to, any applicable laws in Australia or the General Data Protection Regulation of the European Union. We also require that you implement adequate organisational and technical measures to ensure an appropriate level of security for the data that you process. Further, you hereby agree to comply with any requests which we may make to you regarding compliance with the General Data Protection Regulation or requests which you may receive from data subjects.
5.7 If we find you are not in compliance with any of the requirements of this clause, we may terminate our relationship with you at our sole and exclusive discretion.
6 Acceptable Use
6.1 You agree not to use the Affiliate Program or MantisProperty for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Affiliate Program in any way that could damage our Websites, websites, MantisProperty Subscription, products, services, the reputation of MantisProperty or its related entities, or the general business of MantisProperty.
6.2 You agree that while participating in the Affiliate Program, you will not engage in behavior that is personally and socially offensive, derogatory, or seen to be advocating violence or discrimination of any kind.
6.3 You further agree not to use the Affiliate Program:
(a) in a way that brings MantisProperty or any of its related entities into disrepute;
(b) to harass, abuse or threaten others or otherwise violate any person’s legal rights;
(c) to violate any intellectual property rights of MantisProperty or any third party;
(d) to upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
(e) to perpetrate any fraud;
(f) to engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
(g) to publish or distribute any obscene or defamatory material;
(h) to publish or distribute any material that incites violence, hate or discrimination towards any group;
(i) to unlawfully gather information (including email addresses, personal information and other contact details) about others;
(j) for illegal spam activities, including:
(i) sending mails and email campaigns to people with whom you do not have an existing commercial or personal relationship;
(ii) sending emails and email campaigns to people who have not consented to receive marketing information and material from you through a properly compliant opt-in subscription;
(iii) posting irrelevant and off-topic message posts in Facebook groups without consideration to the group rules or theme days;
(iv) cold private messaging people with the intention to sell the products the subject of this Agreement;
(v) posts and comments on all social media, emails, and personal calls and letters that include unsolicited attempts to sell to the recipient
7 Reverse Engineering & Security
7.1 You agree not to undertake any of the following actions:
(a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our Websites or services; or
(b) Violate the security of any of our Websites or services through any unauthorised access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
8 Term and Termination
8.1 The term of this Agreement will begin when we accept you into the Affiliate Program and you are issued with your Affiliate Link and/or or Affiliate Code.
8.2 Either Party may terminate this Agreement at any time, by giving written notice to the other for any reason.
8.3 On termination of this Agreement, all licenses to use MantisProperty intellectual property and branding immediately cease.
8.4 You must remove any MantisProperty branding or reference from your Affiliate Site, website, social media or anywhere else that it is displayed within 7 days of termination.
8.5 Following termination, a final Commission payment earned prior to the date of termination (if applicable) will be made on next weekly payment cycle.
8.6 However, if you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights, including the right to any unclaimed Commission.
8.7 We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of MantisProperty or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.
8.8 Rights and obligations that can survive the termination of this Agreement will survive termination of this Agreement.
9 Intellectual Property
9.1 You agree that the intellectual property owned by MantisProperty includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to Mantis Technologies Pty Ltd ("MantisProperty IP").
9.2 Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our websites in conjunction with the Affiliate Program and use the MantisProperty IP solely and exclusively in conjunction with identifying our company and brand on the Affiliate Site to send customers to the Affiliate links we provide. You may not modify the MantisProperty IP in any way and you are only permitted to use the MantisProperty IP if you are an Affiliate in good standing with us.
9.3 We may revoke this license at any time and if we find that you are using the MantisProperty IP in any manner not contemplated by this Agreement, we reserve the right to terminate this Agreement.
9.4 Other than as provided herein, you are not permitted to use any of the MantisProperty IP or any confusingly similar variation of the MantisProperty IP without our express prior written permission. This includes a restriction on using the MantisProperty IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.
9.5 Please be advised that your unauthorised use of any MantisProperty IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary damages or legal fees and costs.
9.6 You hereby provide us a non-exclusive license to use your name, trademarks and servicemarks if applicable and other business intellectual property to advertise our Affiliate Program.
10 Indemnity
10.1 You will indemnify and keep indemnified MantisProperty (us), its directors, employees and agents against all costs (including legal costs, expenses, debts, dues, damages, suits, claims) and any or all liability arising directly or indirectly as a result of your obligations under this Agreement, your use or misuse of the Affiliate Program, your breach of this Agreement and/or your conduct or actions..
11 Limitation of Liability
11.1 We are not liable for any damage or financial loss of any kind arising in connection with this Agreement or your role as an Affiliate, even if we had the knowledge or should reasonably have suspected that this damage or loss may occur. In any event, our entire liability arising in respect of this Agreement or Affiliate relationship will not exceed the total Commission paid or payable to you under this Agreement. Your liability towards us is subject to the same limitations.
12 No Warranties
12.1 In undertaking your role as an Affiliate, you understand and agree:
(a) there is no guarantee that you will earn any income from our relationship with you and/or the Affiliate Program; and
(b) we cannot guarantee that the operation of the Website, the Affiliate Links or the Affiliate Codes provided to you will be uninterrupted or error-free;
(c) If there is a failure of service through our Website, every effort will be made to correct or mitigate the issues arising, however we cannot be held responsible for any consequences that result from interruptions or errors in the service of these third parties; and
(d) that your use of the Affiliate Program is at your sole and exclusive risk and that any services provided by us are on an "As Is" basis; and
(e) any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Affiliate Program is your sole responsibility and that MantisProperty is not liable for any such damage or loss.
12.2 MantisProperty hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability.
12.3 MantisProperty makes no warranties that the Affiliate Program will meet your needs or that it will be uninterrupted, error-free, or secure.
12.4 MantisProperty also makes no warranties as to the reliability or accuracy of any information.
12.5 MantisProperty does not accept responsibility for the security of your account or content. You agree that your participation in the Affiliate Program is at your own risk.
13 Service Interruptions
13.1 MantisProperty may need to interrupt your access to the Affiliate Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that MantisProperty shall have no liability for any damage or loss caused as a result of such downtime.
14 Our Relationship
14.1 This Agreement does not create any partnership, joint venture, agency, franchise, sales representative or employment relationship between you and MantisProperty. You are an independent contractor of MantisProperty and will remain so at all times.
14.2 You understand and agree that:
(a) you have no authority to make or accept any offers or representations on behalf of MantisProperty; and
(b) you must not make any statement, whether on your website, social media sites or in any other form, that would reasonably lead clients or members of the public to believe that you do have this authority.
15 Non-Exclusivity
15.1 This Agreement does not create an exclusive agreement between you and us.
15.2 You are free to work with similar affiliate program providers in any category. This Agreement imposes no restrictions on us to work with any individual or company we may choose.
16 Entire Agreement
16.1 This Agreement constitutes the entire understanding and agreement of the Parties in relation to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the Parties in relation to the subject matter. Each of the Parties hereby declares that save for the provisions herein expressly contained there is no other understanding, agreement, warranty, undertaking or representation whether express or implied which in any way extends or defines limits or otherwise relates to the express provisions contained in this Agreement.
17 Variation or Modification of Agreement
17.1 We may modify this Agreement or any of its terms at any time will notify you of any such modifications by letting you know via electronic means. If you do not agree with any of the modifications, you may terminate the Agreement.
17.2 Failure to provide written notice of termination in accordance with this Agreement resulting in your continued participation as an Affiliate will be considered evidence of your acceptance of the modified terms.
18 General Provisions:
18.1 Interpretation: In this Agreement, unless the contrary intention appears:
(a) headings are for ease of reference only and do not affect the meaning of this Agreement;
(b) the singular includes the plural and vice versa and words importing gender include other genders;
(c) other grammatical forms of defined words or expressions have corresponding meanings;
(d) a reference to a clause, paragraph, schedule or annexure is a reference to a clause or paragraph of or schedule or annexure to this Agreement and a reference to this Agreement includes any schedules and annexures;
(e) a reference to a document or agreement, including this Agreement, includes a reference to that document or agreement as novated, altered or replaced from time to time;
(f) a reference to a Party includes its executors, administrators, successors and permitted assigns;
(g) words and expressions importing natural persons include partnerships, bodies corporate, associations, governments and governmental and local authorities and agencies;
(h) a reference to writing includes email, typewriting, printing, lithography, photography and any other method of representing or reproducing words, figures or symbols in a permanent and visible form.
18.2 Dispute Resolution
(a) No proceedings: A Party must not start court proceedings, except proceedings seeking interlocutory relief, in respect of a dispute arising out of this Agreement ("Dispute") unless it has complied with this clause.
(b) Notification of Dispute: A Party claiming that a Dispute has arisen must notify each other Party of the Dispute in writing ("the Dispute Notice") giving details of the Dispute.
(c) Best efforts to resolve Dispute: During the five (5) Business Day period after the Dispute Notice is given, or such longer period unanimously agreed in writing by the parties to the Dispute, ("Initial Period") each party to the Dispute ("Disputant") must use its best efforts and negotiate in good faith to resolve the Dispute.
(d) Referral to Mediator and Arbitrator:
(i) If the Disputants are unable to resolve the Dispute within the Initial Period, each Disputant agrees that the Dispute must be referred at the request of any Disputant, to an independent Mediator determined by the Parties no later than two (2) days after the end of the Initial Period or, in the absence of agreement, the Mediator is to be appointed by the President of the Law Society of the jurisdiction specified at Item 4 of Schedule 1, and the Disputants must act in the utmost good faith and co-operate with the Mediator and the other Disputants in a genuine attempt to resolve the Dispute within ten (10) days after it is referred to the Mediator ("the Mediation Period").
(ii) Each Disputant will bear their own costs in preparation for and participation in mediation. The mediator’s costs will be paid for by the Parties.
(iii) If the Disputants are unable to resolve the Dispute within the Mediation Period, each Disputant agrees that the Dispute may be referred (at the request of any Disputant) to an independent Arbitrator determined by the Parties no later than two (2) days after the end of the Mediation Period or, in the absence of agreement, the Arbitrator is to be appointed by the President of the Law Society of the jurisdiction specified at Item 4 of Schedule 1.
(iv) Each Disputant will bear their own costs in preparation for and participation in arbitration (if any). The arbitrator’s costs will be paid for by the Parties as the Arbitrator determines.
(e) Confidentiality: Complete confidentiality shall be adhered to by the Parties and the terms of any resolution of a Dispute, whether it be by consent, mediation or arbitration, will remain confidential.
18.3 Jurisdiction: This Agreement is governed by the law applicable in Queensland, Australia. Each Party submits to the non-exclusive jurisdiction of the courts of Queensland, Australia.
18.4 Independent Legal Advice: Each Party warrants and covenants in favour of the other Parties, that it has received, or has waived its right to receive, independent legal advice with respect to all matters contemplated by this Agreement.
18.5 Assignment: You must not assign, charge or otherwise deal with this Agreement or any right under this Agreement without the prior written consent of MantisProperty.
18.6 Waiver:
(a) No whole or partial waiver of any breach of this Agreement shall be held to be a waiver of any other or any subsequent breach.
(b) The whole of partial failure of a Party to enforce at any time the provisions of this Agreement shall in no way be construed to be a waiver of such provisions nor in any way effect the validity of this Agreement or any part of it or the right of a Party to enforce subsequently each and every provision.
(c) The failure of a Party at any time to require performance of any obligation under this Agreement is not a waiver of that Party's right to claim damages for breach of that obligation; and at any other time to require performance of that or any other obligation under this Agreement, unless written notice to that effect is given.
(d) Waiver of any provision of or right under this Agreement must be in writing signed by the Party entitled to the benefit of that provision or right; and is effective only to the extent set out in that written waiver.
(e) The rights, remedies and powers of the Parties under this Agreement are cumulative and not exclusive of any rights, remedies or powers provided to the Parties by law.
18.7 Fore Majeure: If due to war, strikes, industrial action short of a strike, import or export embargo, lockouts, accidents, fire, blockade, flood, natural catastrophes or other obstacles over which that Party has no control, that party fails to perform any of its obligations under this Agreement, that party shall not be held responsible for any loss or damage which may be incurred as a result of such failure. Should the event of force majeure continue for longer than one month, the Party adversely affected shall have the option of terminating this Agreement immediately without further liability other than such liabilities as have already accrued when the Agreement ends.
18.8 No Merger: The rights and obligations of the Parties under this Agreement do not merge on completion of any transaction contemplated by this Agreement.
18.9 Severance:
(a) If reading down a provision of this Agreement would prevent the Agreement being invalid or voidable it shall be read down to the extent that it is necessary and capable of being read down.
(b) Where, notwithstanding the above, a provision of this Agreement is still invalid or voidable:-
(i) if the provision would not be invalid or voidable if a word or words were omitted, that word or those words shall be deleted; and
(ii) in any other case, the whole provision shall be deleted;
and the remainder of this Agreement shall continue to have full force and effect.
18.10 Negative Agreement: Where in this Agreement a Party agrees not to do something, the Party will not attempt to do that thing, nor permit or procure that thing to be done.
18.11 Implied Provisions: The provisions implied in this Agreement by law which are inconsistent with the express provisions of this Agreement will, where permitted, be modified to the extent of the inconsistency so that the express provisions prevail.
18.12 Act or Omission: In this Agreement, reference to an act or omission by a Party includes:
(a) if a Party comprises more than one person or corporation, and act or omission by any one or more of those persons and / or corporations;
(b) permitting or allowing the act or omission to occur; and
(c) an act or omission of an employee agent, contractor, or invitee of the Party.
18.13 Enforceability: The provisions of this Agreement constitute legally binding relations between those Parties who have executed this Agreement, notwithstanding that this Agreement may not have been executed by some Parties listed.