Last updated 8th Nov 2020
To be an authorized affiliate of Paddle In Mastery, you agree to abide by the terms and conditions contained in this agreement.
Please read this agreement carefully before registering and using the Paddle In Mastery partner program and system. By signing up for the Paddle In Mastery partner program, you indicate your acceptance of this agreement and its terms and conditions.
This Agreement (hereinafter “Agreement”) is made effective as of the day of accepting the following terms (the “Effective Date”) by and between Cloudbreak Group Pty Ltd, trading as Paddle In Mastery (hereinafter “PIM”), applicant to the agreement (referred to hereinafter as “The Affiliate”). PIM and The Affiliate shall be individually referred to herein as a “Party” and together as the “Parties.”
- PIM owns the website https://paddleinmastery.com, and the digital products on these websites.
- PIM is interested in working with The Affiliate to sell PIM’s various products (hereinafter referred to as simply “The Breath Hold Blueprint”) via The Affiliate’s website or marketing efforts.
- The Parties are interested in sharing 30% of the revenues (post-customer refunds as explained below) generated from the sale of The Breath Hold Blueprint.
NOW THEREFORE, in exchange for the mutual consideration contained herein between The Affiliate and PIM, it is hereby agreed as follows:
- PIM’s Responsibilities:
- PIM will provide The Affiliate with the required marketing assets to sell PIM’s product via The Affiliate’s website, email list or advertising. These could include but not limited to: Articles, E-mail content and Website banner designs.
- PIM will systematically and comprehensively record all sales of The Breath Hold Blueprint made by PIM as a result of The Affiliate’s efforts. In addition, PIM will track refund activity on all these sales in order to compile an accurate regular report of revenue generated from sales of The Breath Hold Blueprint from The Affiliate’s marketing efforts, minus customer refunds.
1.2 The Affiliate’s Responsibilities:
- The Affiliate will market PIM’s The Breath Hold Blueprint service. Such effort will include but may not be limited to: publishing PIM’s articles, sending out e-mail content to The Affiliate’s list, putting up the website banner designs.
1.3 The Parties agree to coordinate marketing efforts to develop an effective campaign.
1.4 All of PIM marketing material is subject to the review and approval of The Affiliate. Any proposed changes or edits to the marketing material must be submitted to PIM at least 48 hours prior to its anticipated publication date.
1.5 PIM shall have the right to review and approve of The Affiliate’s use of PIM’s marketing materials in The
Affiliate’s marketing at least 48 hours before it is published. To the extent The Affiliate has not received any comments from PIM within 48 hours of providing such marketing materials, such marketing materials shall be deemed approved by PIM.
2.1 PIM will compensate The Affiliate as described below:
- The Affiliate will be entitled to 30% of all revenues (after deducting customer refunds) generated from PIM’s products via The Affiliate’s unique tracking link after any refund period is over.
- On the 30th day of every month, PIM shall pay to The Affiliate 30% of all revenues (after deducting customer refunds) generated from The Affiliate’s unique link following the end of any 30-day refund period if applicable
2.2 PIM will issue reports on a monthly basis that detail the share of Net Profits due and payable to The Affiliate.
2.3 Upon termination, expiration or nonrenewal of this Agreement, PIM shall provide their report to The Affiliate within thirty (30) days of the date of termination. In the event of an underpayment of Commissions by PIM to The Affiliate, PIM shall pay the difference to The Affiliate within fifteen (15) days of The Affiliate’s receipt of their report. In the event of an overpayment of Commissions to The Affiliate by PIM, The Affiliate shall pay the difference to PIM within fifteen (15) days of The Affiliate’s receipt of their report.
- Fulfilment Obligations.
PIM shall be responsible for producing, fulfilling and servicing orders for promotional campaigns in accordance with all legal requirements.
- Representations and Warranties.
The Parties represent and warrant that they are duly organized entities in good standing and have full power and authority to enter into this Agreement, and carry out their respective obligations herein, including the authority to grant the rights laid out Section 1 and 2.
- Intellectual Property.
Nothing in this Agreement shall constitute a waiver as to the Parties’ rights to their respective intellectual property, which rights are reserved by each. All the materials, content, graphics, copyrights and trademarks associated with the promotional materials created by PIM and the Products (herein “PIM IP”) shall remain the sole property of PIM, and nothing herein shall be deemed a transfer of ownership of any PIM IP. PIM represents and warrants to The Affiliate that PIM has the right to use any PIM IP associated with the marketing material under this Agreement, including, but not limited to, copyright, trademark, trade dress and patents. PIM further represents and warrants that the marketing material created by PIM and the use of PIM IP in connection with the advertisement and sale of Products will not violate or infringe upon any copyright(s); shall not contain anything libellous or otherwise contrary to the law; will not appropriate a third party’s name, image, photograph or likeness in a manner that directly or indirectly implies that such third party endorses the products and/or services that the promotional campaigns are marketing unless such third party consents to such use in writing; that the marketing material will not use fictional testimonials (provided that the parties understand and agree that The Affiliate may use fictional persona in distributing marketing materials to Subscribers); and that the marketing material will not contain materially false and/or misleading facts.
PIM agrees to indemnify and hold harmless The Affiliate from and against any and all losses, liabilities, damages, costs, charges, recoveries, judgments, penalties, and expenses, including reasonable attorneys’ fees (“Losses”), that may be obtained against, imposed on, or suffered by The Affiliate arising out of any claim that the marketing materials created by PIM or that the sale or distribution of any Products or any use thereof, violates or infringes any patent, copyright, trade secret, trademark, service mark, license, or other proprietary rights of any third party.
The Affiliate agrees to indemnify and hold harmless PIM from and against any and all Losses that may be obtained against, imposed on, or suffered by PIM in connection with, in any way related to, or arising directly or indirectly from, their marketing of any Products.
- Product Liability; Insurance.
PIM agrees to indemnify and hold harmless The Affiliate from and against any and all Losses that may be obtained against, imposed on, or suffered by The Affiliate in connection with, in any way related to, or arising directly or indirectly from, any Products, including but not limited any product liability claims or claims related to any representations and warranties of PIM with respect to any Products.
- Assignment of Agreement.
Each Party’s services and functions are considered unique. This Agreement and/or any rights or obligations herein may not be assigned or otherwise transferred by a Party to a third party without prior written consent. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their permitted assigns and successors in title or interest.
- Commencement and Duration.
This Agreement shall commence upon the date first written above and remain in full force and effect for one (1) year. At the end of the year term, this Agreement shall automatically renew. Either Party may terminate this Agreement at any time for any reason by providing thirty (30) days’ written notice to the other Party. Upon termination, expiration or non-renewal of this Agreement, PIM will continue to track and pay Commissions to The Affiliate for three (3) months.
- Independent Contractor.
PIM’s relationship with respect to The Affiliate is that of an independent contractor. Nothing herein shall be deemed to create a relationship of agency or partnership or employee-employer relationship.
The Parties acknowledge and agree that information and techniques obtained by it from the other in fulfilling its obligations herein are proprietary and confidential, and the Parties covenant not to provide such information and techniques to any third party or use such information and techniques on behalf of a third party or itself.
Both Parties participated in the drafting of this Agreement and were presented with the opportunity to confer with counsel of their own choosing. As a result, this Agreement shall not be construed more strictly against one Party or in favour of any other Party.
- Integration, Amendments & Modifications.
This Agreement embodies the entire agreement between the Parties hereto with respect to the subject matter herein. This Agreement may not be amended or modified except by a writing duly executed by the Parties hereto. If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, such provision will be enforced to the maximum extent permissible and the remainder of this Agreement will remain in full force and effect according to its terms.
- Choice of Law.
This Agreement shall be construed in accordance with and governed by the corporate laws of Victoria Australia. The forum shall be limited to courts within Victoria, and the Parties consent to personal jurisdiction of Victorian courts.
Any notice required or permitted to be given under this Agreement shall be in writing and delivered personally, sent by commercial overnight courier or sent prepaid, registered mail or by electronic mail (return receipt requested) to the persons or addresses specified below (or such other person or address as a party may previously have notified the other Party in writing for that purpose). A notice or other communication shall be deemed to have been served and received (a) on the date delivered, if delivered by hand or sent by registered prepaid first class mail or (b) upon electronic acknowledgement of receipt, if sent by electronic mail.
The failure of any Party to exercise the rights granted to such party herein upon the occurrence of any of the contingencies set forth in this Agreement shall not in any event constitute a waiver of any such rights upon the occurrence of any additional such contingencies.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Signatures that are transmitted electronically or by facsimile will have the same effect as original signatures.
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Paddle in Mastery is a website dedicated to improving your surfing, led by big wave surfer Jeff Rowley. Jeff shares decades of surf experience with members and clients of Paddle In Mastery.