By submitting an application, you are agreeing to be bound by the terms and conditions below. These terms and conditions form the "Agreement".
The Agreement is a legally enforceable contract between COMMISSION FACTORY PTY LTD ("CF", "we" "our" or "us") and "you", the company or person named in the application. If you do not want to be bound by the Agreement, you must not submit an application.
1.1We operate an affiliate marketing network (the "Network"), which enables website publishers like you ("Affiliates") to promote online retailers ("Merchants") and their products in return for a commission.
1.2No paid access is required for participation in Commission Factory. Only Affiliates who have successfully completed the Commission Factory Affiliate Signup process found on the Site may participate or use Commission Factory and the Site.
1.3Access to Commission Factory is automatically granted if your details do not match those accumulated in a global black list database. The network will use your IP address, email address and possibly your username against the global blacklist. Any Affiliate applying for an account with a free or disposable email address will be subject to a manual approval by Commission Factory administrators.
1.4If your application is accepted, you will become an Affiliate. If your application is rejected, the Agreement will terminate immediately.
2.1As an Affiliate, you can participate in the Network and promote Merchants and their products by logging into your Dashboard for Affiliates.
2.2As an Affiliate, you will be given access to links to the websites of Merchants ("Merchant Links"). You will also be given access to the promotional materials and trade marks of Merchants (together with the Merchant Links, the "Materials"). As long as you comply with the terms of this Agreement, and any terms of a particular Merchant, you can place the Materials wherever you like on your website.
2.3Commission Factory prohibits the use of this Site by Affiliates who operate websites containing pornographic, racist or illegal content. The definition of pornographic, racist or illegal content is entirely at the discretion of Commission Factory.
2.4Commission Factory does not support the advertising or placement of advertisements on any sites connected with racist or illegal content.
2.5Commission Factory will at all times attempt to monitor any misuse and will likewise bring it to the attention of the merchant's advertisement placements. Commission Factory operates in full compliance with the CAN-SPAM Act of 2003 and requires its Affiliates to also comply.
2.6Commission Factory may deactivate your account if you have sent spam or engaged in any unsolicited promotional activities.
2.7Affiliates must abide by the Merchant Terms and Conditions at all times while conducting any form of promotion or advertising relationship via Commission Factory.
2.8Commission Factory reserves the right to remove accounts that have remained unverified since creation or have not been accessed in up to 12 months.
2.9You must notify us or reflect in your account if your website is no longer active or if your website becomes owned by someone else.
2.10You must notify us immediately if you become aware, or suspect, any abuses or potential abuses of the Network.
2.11A Merchant may apply particular terms and conditions to how it deals with Affiliates. You must comply with the particular terms of any Merchant you deal with. If you do not wish to comply with those terms, you should deal with different Merchants instead.
3.1Merchants will use the Commission Factory Dashboard to set out how much commission is paid for each validated Transaction. Merchants are free to decide how much commission they will pay for each validated Transaction.
3.2If you are due to be paid commissions; Commission Factory has implemented a weekly payment schedule.
3.3Every week your account balance will be processed if you have selected automatic payouts and an invoice is generated automatically so we may process the funds. This only applies should your account be equal to or exceed the minimum threshold for payment.
3.4We will endeavour to pay any commissions owed to you within 7 - 30 days of receipt of your invoice and with respect to any payments owed to us of those commissions by the relevant Merchant.
3.5If you earn commissions from a Merchant, and that Merchant does not pay or has not paid us what it owes in relation to those commissions, we do not have to pay those commissions to you until we are paid by the Merchant.
3.6Commission will be paid to you in Australian Dollars (AUD), irrespective of the reported currency from the merchant. You accept any currency conversion calculation that takes place is accurate and may include third party processing fees.
3.7Affiliate program balances are combined across all domains that generate valid transactions and are not paid out on a domain by domain basis.
3.8We will not make any payments which are less than a certain amount, also referred to as a "Minimum Threshold". If you have total commissions which are less than the Minimum Threshold, they will be held to your account. When the total amount of commissions held to your account reaches the Minimum Threshold, those commissions will become payable. The amount of the Minimum Threshold may change from time to time.
3.9If a previously sent payment is rejected by an Affiliate or unclaimed and requires to be resent using any one of the payment methods, a AU$15.00 'repeat reprocessing' administration handling fee will be charged to the Affiliate and deducted from the commission payment amount. Any costs incurred or associated with return of a payment will be deducted from the commission payment amount.
3.10If we suspect you have generated commissions in breach of this Agreement or the terms set out by your respective merchant; you will, by way of future assignment, assign to us all of your rights and ownership in those commissions. This includes any commissions you have already been paid, which you will repay to us when we ask.
3.11If we cannot get in contact with you using the contact details set out in your application or account settings, and:
a)we cannot pay you commissions because you have provided incomplete or incorrect payment information; or
b)you have not logged in to our website for 12 months
you waive your right to be paid those commissions and you assign (way of future assignment) all of your rights and ownership in any commissions which we are holding to your account.
3.12If we are late paying your commissions, you cannot terminate this Agreement on the basis that the delay constitutes a breach of this Agreement.
3.13You will not receive any interest on commissions held to your account.
4.1You agree that we can raise invoices on your behalf for any of the commissions payable to you during the term of this Agreement. This is known as "self-billing". Therefore you must not raise invoices for any of these commissions.
4.2You must notify us immediately or update your account details accordingly if you:
a)no longer have an active ABN;
b)have changed or updated your GST status;
b)transfer your business as a going concern; or
c)become registered under another ABN
4.3We may engage a third party to issue invoices on your behalf.
Subject to this Agreement and its terms, Commission Factory hereby grants to Publisher a free, non-exclusive, non-transferable and revocable license to market and distribute the Commission Factory Service to Qualified Referrals, and to use the Commission Factory trademarks, logos and URLs provided by Commission Factory.
"Qualified Referrals" mean Referrals referred by Publisher to Commission Factory and who complete the sign-up procedure or are referred to a member of sales staff and of whom Commission Factory has no record in connection with the Commission Factory Service, or who are not, at the time referred to Commission Factory by Publisher, in any contractual relations or ongoing negotiations with Commission Factory in connection with the Commission Factory Service; who accept the Terms and acquire within one hundred (100) days of being referred to Commission Factory by Publisher, at a Referral's own discretion and without receiving any monetary or other incentive from Publisher, at least monthly subscriptions of any of the following Commission Factory Service plan bundles; and who are not rejected by Commission Factory, and make at least one payment to receive the Commission Factory Service. All Referrals will be deemed rejected by Commission Factory if they do not become a Qualified Referral within one hundred (100) days of first being submitted to Commission Factory by Publisher. On a case by case basis, the Parties may mutually agree in writing (email sufficing) to waive or extend the one hundred (100) day time limit for a particular Referral.
6.1Commission Factory prohibits the use of adware software. Such websites, programs and users of adware software may not join Commission Factory.
6.1.1Commission Factory reserves the right to refuse payment and terminate any such Affiliate account that Commission Factory deems to be of such nature. The definition of adware software is entirely at the discretion of Commission Factory.
6.2Commission Factory reserves the right to terminate an affiliate and not pay the accrued balance where the affiliate has been deemed to breach this Agreement or specified Merchant Terms and Restrictions.
6.3Commission Factory, in its sole discretion, may disqualify an Affiliate from participation in the use of any or all portions of the Site if such Affiliate engages in any conduct that Commission Factory deems to be illegal, improper, unfair or otherwise adverse to the operation of the Site or detrimental to other users of the Site.
Such improper conduct includes, but is not limited to:
a)falsifying personal information required during account creation;
b)sending spam emails;
c)accumulating earnings or falsifying Merchant program expenditure through methods such as programming techniques or falsified information;
d)intentionally trying to defraud or otherwise tamper with the computer programs or Member information comprising the Site
6.4Commission Factory may void and refuse to pay/reimburse monetary sums that an Affiliate has earned or deposited and/or require the return of any monetary sums that an Affiliate may have accumulated if engaged or previously engaged in improper conduct.
6.5Commission Factory may also recover any outstanding fees owed by Affiliates using one or a combination of methods that include deductions to the Affiliates current balance.
6.6Affiliates further acknowledge that the forfeiture of earnings or deposits shall in no way prevent Commission Factory from pursuing other avenues of recourse such as criminal or civil proceedings in connection with such conduct.
6.7Affiliates may voluntarily close or terminate their account with Commission Factory. Doing so you waive your right to be paid any unpaid commissions below the minimum threshold and you assign (way of future assignment) all of your rights and ownership of any commissions which we are holding to your account.
6.8You will not receive any commissions which are earned after the date of termination.
7.1You may not, however, distribute, modify, transmit, reuse, re-post, or use the content of the Site for public or commercial purposes, including the text and images without Commission Factory's written permission.
7.2You should assume that everything you see or read on the Site is copyrighted unless otherwise noted and may not be used except as provided in this Affiliates Agreement or in the text on the Site without the written permission of Commission Factory. Commission Factory neither warrants nor represents that your use of materials displayed on the Site will not infringe rights of third parties.
7.3Commission Factory assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or downloading of any materials, data, text or images.
7.4Any communication or material you transmit or post to the Site by electronic mail or any other method, including any data, questions, comments, suggestions, or the like is, and will be treated as, non-confidential, non-proprietary.
7.5The Site may now, or hereafter from time to time, contain links to third-party Web sites. We do not control, investigate, monitor or check such Web sites, we are not responsible for the computer programs available from, content in or opinions expressed at such Web sites. We provide such third-party links only as a convenience to visitors of the Site, and the inclusion of a link does not imply approval or endorsement of the linked site by us. If you decide to leave the Site and access any third-party Web site, you do so at your own risk.
7.6The trademarks and logos displayed on the Site are registered Trademarks of Commission Factory and/or others. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of Commission Factory or such third party that may own the Trademarks displayed on the Site. Your misuse of the Trademarks displayed on the Site, or any other content on the Site, except as provided in this Affiliate Agreement, is strictly prohibited. You are also advised that Commission Factory will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
We will not be liable to you with respect to any subject matter of this agreement under any contract, negligence, tort, strict liability or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this agreement, in no event shall Commission Factory cumulative liability to you arising out of or related to this agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total commission fees paid to you under this agreement.
You hereby agree to indemnify and hold harmless Commission Factory, and its subsidiaries and merchants, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable solicitors' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on
a)any claim that our use of trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party;
b)any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein; or
c)any claim related to your site, including, without limitation, content therein not attributable to us
10.1"Confidential Information" includes any information which is disclosed to you and marked or described as confidential. Confidential Information also includes any information disclosed to you and which ought reasonably be treated as being confidential. Know-how, information about Merchants, data and software are all examples of Confidential Information. If you are unclear on whether any information disclosed to you is Confidential Information, you should ask us whether or not it can be disclosed.
10.2By entering this Agreement, you consent to us publishing your name on our websites. You also consent to us publishing the information you provide to us on our websites, unless you notify us that that information is confidential or that information ought reasonably be treated as being confidential.
10.3You must not disclose any Confidential Information to any third parties and you must take all reasonable steps and precautions to prevent disclosure of Confidential Information. You must not use Confidential Information for any purpose other than enjoying your rights or fulfilling your obligations under this Agreement.
10.4Confidential Information does not include any information which is publicly available, unless it has become publicly available because you have disclosed it. Confidential Information also does not include any information which you receive from a third party, unless that third party is breaching an obligation of confidentiality by disclosing it to you.
10.5The disclosure of our Confidential Information may cause us harm which cannot be repaired, or may cause us losses which cannot be recovered or compensated. Therefore, if Confidential Information is disclosed in breach of this Agreement, or if disclosure of Confidential Information is threatened, you agree that we can obtain an injunction against you to prevent disclosure. Our right to an injunction is in addition to any other rights we may have to protect our Confidential Information. If the court grants us an injunction, you must pay all of our legal costs of applying for the injunction.
11.1Commission Factory Affiliates may not refer themselves ('self referral') as either Merchants or Affiliates with the aim of receiving the referral commission.
11.2All referrals must be tracked using our technology, verbal referrals will not be accepted.
11.3Affiliates that share the same personal/company details, or website details or commission payment details will also be deemed 'self referral'. Referral commission and any earnings associated with this type of 'self referral' will not be paid.
11.4Commission Factory, in its sole discretion will determine the meaning of 'self referral'.
11.5Commission Factory, in its sole discretion will make payment to an Affiliate if there are no outstanding fraudulent activity claims raised by Commission Factory or any of its Members. If appropriate, Affiliate account balances will be adjusted to remedy these claims.
11.6Commission Factory has not reviewed all of the sites linked to by the Site and is not responsible for the content of any off-site pages or any other sites linked to the Site. Your linking to any other off-site pages or other sites is at your own risk.
11.7During the Term of the Agreement and for twelve (12) months thereafter, you as an affiliate shall not:
a)solicit, transfer, or encourage any Advertiser, Client, or third party obtained through the CF Network, the relationship(s) established or acted upon herein, or otherwise, to transfer to any third party provider or to any in-house software or services that offers similar to those provided by CF; and/or
b)launch, or contribute to the launch of, a publisher or tracking platform, commission-based payout, CPA payout, service, or network similar to the CF Network, including, but not limited to, notifying Advertisers through the CF Network and/or through member messaging
In the event you the Affiliate breach this Section, you agree to pay CF an amount equal to what CF would have otherwise earned or the sum of AU$100,000 which ever is greater had you not violated this Section. Except as expressly set forth above, nothing herein shall be deemed to restrict affiliate from entering into marketing agreements with Advertisers for services unlike CF services, or to prohibit the affiliate from otherwise advertising, merchandising, or promoting its products and services
12.1The regulations, terms and conditions contained herein represent the complete, final and exclusive agreement between Commission Factory and the Affiliate, and supersede all prior agreements, representations and understandings between Commission Factory and the Affiliate.
12.2This Affiliate Agreement may be terminated by Commission Factory at any time. However, such termination does not affect the enforceability of the terms and conditions of this Agreement as they relate to acts and omissions during the period prior to such termination.
12.3Commission Factory reserves the right to change the terms and conditions or functionality of Commission Factory at any time without notice. We will endeavour at all times to ensure affiliates have been notified when changes have been made to this Agreement. It is also agreed that after notification of Agreement changes, continued use of the Commission Factory Network constitutes acceptance of this Agreement. If you do not agree with changes to our Agreement, the Affiliate should cease promotion immediately and close their account.
12.4The Affiliate acknowledges that if any provision of this Agreement conflicts with any other rule, regulation, term or condition of the Site, the terms and conditions of this Agreement shall govern.