Affiliate Program Agreement

Effective date: 30 January 2024

Once you have read and accepted the Affiliate Partner Program Agreement by ticking (checking) the box at the foot of this page, you will be direct to the simple to complete affiliate sign up page.

By clicking on the box “I agree to Paul Rodden's Affiliate Terms and Conditions” (checking or ticking the box) when you sign up to be a Affiliate Partner or participate in any Affiliate Program activities, you agree to be bound by the following Affiliate Program Agreement (the “Agreement”). The Agreement is between you, as partner (“You” or “Partner”), and Paul Rodden (“Paul Rodden”). Each of Affiliate and Paul Rodden may be referred to as a “Party”, and together as the “Parties”. You can review the current version of the Agreement at any time at https://www.pra100.com/paulrodden-policy-affiliate-program-terms Paul Rodden reserves the right to update and change the Agreement by posting updates and changes here: https://www.pra100.com/paulrodden-policy-affiliate-program-terms If a significant change is made, we will provide reasonable notice by email. You are advised to check the Agreement from time to time for any updates or changes that may impact You. Any reference to the Agreement includes any and all terms and documents incorporated by reference.
By agreeing to participate in the Affiliate Program, You agree with and accept all of the terms and conditions contained in this Agreement, and Paul Rodden’s other policies, including but not limited to Paul Rodden’s Paul Rodden’s Terms of Use and Privacy Policy, all of which have links and can be accessed via our website. For the avoidance of doubt, all such Paul Rodden Policies form part of this Agreement and are incorporated by reference.

Partner Responsibilities

1.1. Marketing Activities

Partner will bear all costs and expenses related to Partner’s marketing or promotion of Paul Rodden’s services or programs or Partner’s products or services associated with Partner’s participation in the Affiliate Program (collectively, “Partner Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by Paul Rodden in his sole discretion.
In no event will Partner engage in any Partner Marketing Activities except as expressly set forth in this Agreement. In conducting all Partner Marketing Activities, Partner will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”.
Without limiting the generality of Section 1.1.2, Partner will (i) not send any email regarding Paul Rodden’s services or products to any individual or entity that has not requested such information; (ii) always include Partner’s contact information and “unsubscribe” information in any email regarding Paul Rodden; and (iii) not imply that such emails are being sent on behalf of Paul Rodden.
A Partner will not (i) engage in any fax, broadcast, telemarketing or any other offline marketing methods with respect to Paul Rodden’s services or products; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Paul Rodden’s services or products; (iii) make any false, misleading or disparaging representations or statements with respect to Paul Rodden’s services and products; (iv) solicit any of Paul Rodden’s customers to leave Paul Rodden; (v) copy, resemble or mirror the look and feel of Paul Rodden’s websites, Paul Rodden Trademarks (as defined below) or Paul Rodden’s services or otherwise misrepresent Partner’s affiliation with Paul Rodden’s services or products; or (vi) engage in any other practices that may adversely affect the credibility or reputation of Paul Rodden, including but not limited to, sending email communications or using any website in any manner, or having any content on any website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Paul Rodden’s services and products or the Partner’s services; (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities; or (c) violates any intellectual property or other proprietary rights of any third party; or (d) otherwise violates Paul Rodden’s Policies, including but not limited to our Acceptable Use Policy.
Anything Partner communicates in marketing or advertising any Paul Rodden product, service or opportunity must be true and accurate. Claims that relate to any Paul Rodden product, service or opportunity that are untrue or fraudulent are strictly prohibited. Partner may not claim that any government, person, or entity endorses or supports Paul Rodden. Partner may not use the intellectual property of any other person or entity in advertising any Paul product, service or opportunity.

1.2. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

1.3 Unauthorized and Prohibited Activities

Partner will not promote or advertise Paul Rodden’s services or products on coupon, deal, or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code.
Partner will not use its links directly in any pay-per-click advertising;
Partner will not purchase search engine or other pay-per-click keywords (such as Google AdWords), trademarks or domain names that use the Paul Rodden’s logo’s, services, product names or Trademarks (as defined below) or any variations or misspellings thereof that may be deceptively or confusingly similar to the Paul Rodden Logo’s or service or program names or Trademarks.
Partner will not create or participate in any third party networks or sub-affiliate networks without the express written permission of Paul Rodden.
Partner will not use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links.
Partner will not use direct linking to any page on any Paul Rodden’s website(s), without prior written permission from Paul Rodden.
Partner will not mask its referral sites or use deceptive redirecting links.
Partner will not disparage the products or services of any other person or entity, including without limitation the products or services of a competitor of Paul Rodden, any other customer or partner of Paul Rodden, or Paul Rodden himself

1.4. ACCC Guidelines

The Australian Competition and Consumer Commission in Australia (“ACCC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Partner Program with Paul Rodden, Partner receives compensation for referrals made to Paul Rodden. This may establish a “material connection” according to ACCC rules, which creates an obligation for Partner to provide disclosure to consumers.
Full compliance with these guidelines requires, among other things, that (a) Partner clearly and conspicuously disclose that Partner is being compensated for referring customers to Paul Rodden; and (b) Partner is not engaged in misleading or deceptive advertising. For further information Partner should refer to the Information released by the ACCC regarding these guidelines. And Endorsements too.

1.5. Other Partner Terms

Partner must have an active PayPal account in which to receive payment of any Referral Fees. This is the only method in which Paul Rodden will pay You the Referral Fees. If you do not currently have a PayPal account, you can sign up here https://www.paypal.com/au/webapps/mpp/account-selection
If the Partner is an individual, You must be the older of (i) 18 years; or (ii) at least the age of majority in the jurisdiction where You reside and from where You carry out Partner activities.
You confirm that You are becoming a Partner for the purposes of carrying on a business activity and not for any personal, household or family purpose.
To become a Partner, Partner must create an Affiliate Account by providing all information indicated as required. Paul Rodden may reject an application for a Affiliate Account for any reason, in its sole discretion. Partner acknowledges that Paul Rodden will use the email address provided by Partner as the primary method for communication. Partner is responsible for keeping its Affiliate Account password secure. Paul Rodden cannot and will not be liable for any loss or damage arising from Partner’s failure to maintain the security of the Affiliate Account and password.
Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.
Partner will promptly inform Paul Rodden of any information known to Partner that could reasonably lead to a claim, demand or liability of or against Paul Rodden by any third party.
Partner acknowledges and agrees that Paul Rodden may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on Paul Rodden’s website(s), available at https://www.pra100.com/paulrodden-policy-affiliate-program-terms and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, Paul Rodden will provide reasonable notice by email. Partner’s continued participation in the Paul Rodden Affilate Partner Program after the amended Partner Program Agreement is posted to Paul Rodden’s website constitutes Partner’s agreement to, and acceptance of, the amended Agreement. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the Paul Rodden Affiliate Partner Program.
Partner acknowledges and agrees that Partner’s participation in the Paul Rodden Affiliate Partner Program, including information transmitted to or stored by Paul Rodden (pra100.com), is governed by the Paul Rodden’s Policies found at https://www.pra100.com/pages/privacy-policy
If Partner’s recruiting efforts include claims related to the potential income a Paul Rodden customer can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of Paul Rodden, the following guidelines must be adhered to: (a) Your statements must be completely true and accurate and supported by evidence; (b) if You use a hypothetical scenario, You must clearly label it as a hypothetical scenario; and (c) Your statements must be accompanied by the Paul Rodden Income Disclosure Statement found at https://www.pra100.com/income-disclaimer

2. Referral Fees

2.1. Payment of Fees

Upon acceptance into the Affiliate Partner Program, You will be assigned one or more unique Partner URLs that You will use to advertise Paul Rodden’s services and products. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect creates a Affiliate Partner account by using Your Affiliate Partner URL, the Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a “Sale,” and each such account is a “Sold Account.” In the event that a Prospect has multiple Partner Cookies, the most recently-acquired Cookie will determine which Partner is credited with a Sale. In the event that a Sold Account later upgrades its Paul Rodden account, such upgrade will be credited to the Partner that was the original referring Partner, despite the fact that such update may have come through a different Partner account.
Subject to Partner’s compliance with this Agreement, You will be entitled to a referral fee for each Sold Account that generates a payment to Paul Rodden monthly or annually. The referral fee amount is 50% of all fees received by Paul Rodden for a Sold Account (the “Referral Fees”). Payments of any Referral Fees will be made 30 days after Paul Rodden’s receipt of such payments. Payments will be made on 15th or 25th of the month following the expiration of the 30 days.
Referral Fees are paid only for transactions that actually occur between Paul Rodden and a Prospect. If the transaction does not actually occur, or if payment from a Sale is not actually received by Paul Rodden, You will not be paid a Referral Fee on the transaction. If a referral does not link or attach to Your Partner account within 30 days from such referral’s subscribing to Paul Rodden’s services or products, such referral will not be deemed Your Sold Account and You will not be entitled to any Referral Fees from such referral. In order for an account to be linked to your Affiliate account, a referral must either use your affiliate link directly or reach out to [email protected] within those first 30 days requesting to be linked. If payment for a Sold Account later results in a refund or charge-back, and if a Referral Fee was paid to You for that Sold Account payment, then the applicable Referral Fee will be deducted from any future Referral Fees. If Paul Rodden determines, in its reasonable discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement, in addition to Paul Rodden’s rights under Section 3.1, no Referral Fees will be paid to You for such Sale, or if such violation or fraud is discovered by Paul Rodden after payment, such amounts shall be deducted from any future Referral Fees. A referral may request at any time to be removed from Your Partner Account and upon such request, You will no longer be entitled to receive any Referral Fees for such referral.
No Referral Fees will be paid on any Sold Account that is an affiliated business of the applicable Partner.
Prospects that are referred to Paul Rodden through a customer account that is not a participant in the Affiliate Partner Program will receive an email notification from Paul Rodden inviting them to join the Affiliate Program. Referral Fees from such referrals will be paid if the customer joins the Partner Program within two (2) months of such notification. If the customer does not join the Partner Program within such two (2) month period, such Referral Fees will be forfeited even if such customer later joins the Partner Program.
Commission is only paid on the first transaction made by the prospect introduced through your partner affiliate link. Any other purchases made by the prospect no commission will be paid hence forth.

2.2. Partner Representations; Taxes

Partner hereby represents and warrants to Company that You are engaged in an independent business enterprise, and that You have complied with all business requirements necessary to operate Partner's business, if any, such as licensing, tax and other business operation requirements.
You are responsible for any and all tax liabilities, including without limitation income tax liabilities that arise from or in any way relate to any Referral Fees You receive from Paul Rodden. If You are not a resident of the Australia, Paul Rodden may withhold tax (including without limitation VAT GST) where required to by applicable law. Where Paul Rodden is required to withhold tax, Paul Rodden will document such withholding.

2.3. Inventory Loading/Rebates

Partner will not be paid any Referral Fees for payments made on Your own User Account(s). Partner is not permitted to open a Paul Rodden account under the name of another person or entity, or under a fictitious name. Partner is not permitted to open a Paul Rodden account under any name merely for the purpose of obtaining Referral Fees or any other compensation, including without limitation incentives or prizes that may be offered from time to time. Partner may not pay for another person’s account. Partner is not permitted to refer itself or any affiliated business. Partner is not permitted to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to Paul Rodden all Referral Fees earned as a result of any such violation.

‍3. Termination

3.1. Termination

Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.
Fraudulent or other unacceptable behaviour by Partner, including breach of this Agreement or any Paul Rodden’s Policies, as determined by Paul Rodden in its sole discretion, may result in one or more of the following actions being taken by Paul Rodden: (a) termination of Your affiliation with Paul Rodden in its entirety and termination of all services provided to You; (b) suspension of some or all of Your privileges under the Affiliate Program; and/or (c) termination of Your Affiliate account entirely without notice to, or recourse for, You, in which case You shall forfeit all Referral Fees owed to You, either as of the date of termination or thereafter accruing.
At any time that your Paul Rodden customer account is cancelled or suspended by either Party, Partner’s participation in the Partner Program shall be automatically terminated and Partner shall no longer be entitled to any further Referral Fees. If Partner later activates a Paul Rodden customer account, Partner will be entitled to apply for participation in the Partner Program and to earn Referral Fees on any new Sold Accounts. For the purpose of clarity, Partner will forfeit all Referral Fees from its Sold Accounts prior to such termination.
A AUD $500.00 administration fee will be incurred against the offending Affiliate

3.2. Results of Termination

Upon termination of this Agreement: (a) Partner will immediately cease displaying any Paul Rodden Materials (as defined below) or any Paul Rodden’s Logos or Trademarks (as defined below) on any website or otherwise; and (b) all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to access the Affiliate Partner Account and Affilate Partner Dashboard, or to receive any payments of Referral Fees under this Agreement, unless otherwise determined by Paul Rodden in his sole discretion.
This Section 3.2 and the following Sections will survive any termination or expiration of this Agreement: Section 4.5 (Proprietary Rights of Paul Rodden), Section 5 (Confidentiality), Section 6 (Disclaimer of Warranty), Section 7 (Limitation of Liability and Indemnification), and Section 8 (General Provisions). In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.‍

4. Intellectual Property Rights

4.1. Paul Rodden Materials

All Paul Rodden Materials will be solely created and provided by Paul Rodden unless otherwise agreed to by Paul Rodden in writing in advance. Paul Rodden will provide Partner with copies of, or access to, Paul Rodden Materials. By using the Paul Rodden Materials, You indicate Your acceptance of our usage guidelines set forth in this Agreement and You understand that a violation of these guidelines or this Agreement will result in the termination of Your license or permission to use the Paul Rodden Materials. The Paul Rodden Materials are provided “as is” and without warranty of any kind.
Partner may display Paul Rodden Materials on its websites solely for the purpose of marketing and promoting Paul Rodden and his products and services during the term of this Agreement, or until such time as Paul Rodden may, upon reasonable prior notice, instruct Partner to cease displaying the Paul Rodden Materials. Partner may not alter, amend, adapt or translate the Paul Rodden Materials without Paul Rodden’s prior written consent. Nothing contained in any Paul Rodden’s Materials will in any way be deemed a representation or warranty of Paul Rodden. The Paul Rodden Materials will at all times be the sole and exclusive property of Paul Rodden and no rights of ownership will at any time vest with Partner even in such instances where Partner has been authorized by Paul Rodden to make changes or modifications to the Paul Rodden Materials.
“Paul Rodden Materials” means any marketing or promotional materials relating to Paul Rodden or its platform or products, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the Paul Rodden Trademarks.

4.2. Paul Rodden Trademarks

During the term of this Agreement, Paul Rodden hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Pau Rodden Trademarks for the sole purpose of marketing and promoting Paul Rodden and his products and services. Partner acknowledges and agrees that: (a) it will use Paul Rodden’s Trademarks only as permitted under this Agreement; (b) it will use the Paul Rodden Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Paul Rodden in writing from time to time; (c) the Paul Rodden Trademarks are and will remain the sole property of Paul Rodden; (d) nothing in this Agreement will confer in Partner any right of ownership in the Paul Rodden Trademarks and all use thereof by Partner will inure to the benefit of Paul Rodden; (e) Partner will not, now or in the future, apply for or contest the validity of any Paul Rodden Trademarks; and (f) Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any Paul Rodden Trademarks.
“Paul Rodden Trademarks” means the trademarks, logos, service marks and trade names of Paul Rodden, whether registered or unregistered, including but not limited to the word mark Paul Rodden.

4.3. Trademark Usage Guidelines

Partner shall only use and visually present the Paul Rodden Trademarks as follows. Partner agrees that Your use of the Paul Rodden Trademarks in violation of these guidelines will result in automatic termination of Your participation in the Partner Program, this Agreement, and the license and/or permission to use the Paul Rodden Trademarks.

Your use must not mislead consumers as to our sponsorship of, affiliation with or endorsement of your company or your products or services.
The Paul Rodden Trademarks are our exclusive property. All goodwill that results from Your use of the Paul Rodden Trademarks will be solely to our benefit. You will not take any action that is at odds with our rights or ownership of the Paul Rodden Trademarks.
The Paul Rodden Trademarks must be used in a respectful manner. The Paul Rodden Trademarks may not be used in a way that harms us, our products or services, or in a manner which, in our opinion, lessens or otherwise damages our reputation or the goodwill in our brand assets. You may not associate the Paul Rodden Trademarks or any other of our brand assets with any illicit or illegal activities or use them in a way that is deceptive or harmful.

You must plainly display (i.e., not in a link, or in small font) the following disclaimer in any website, social media site, email, and/or other communication or media You choose to use: I am not an employee, agent or representative of Paul Rodden. Paul Rodden does not in any way endorse my products or services. I am an independent Paul Rodden Affilate Partner and I receive referral payments from Paul Rodden in this role. All opinions expressed herein are my own and are not official statements of Paul Rodden or any party affiliated with Paul Rodden.

4.4. Restrictions on Partner’s Use of the Paul Rodden Trademarks

Notwithstanding Section 4.1, Partner will not:

use the Paul Rodden Trademarks or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services (including without limitation, in the name or design of any application or theme), unless granted express written permission by Paul Rodden in advance of each use; or
purchase or register search engine or other pay-per-click keywords (such as Google AdWords), trademarks, email addresses or domain names that use the Paul Rodden Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Paul Rodden Trademarks.

4.5. Proprietary Rights of Paul Rodden

As between Partner and Paul Rodden, the Paul Rodden Materials, Paul Rodden Trademarks, all information relating to Paul Rodden’s products and services, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Paul Rodden or otherwise related to Paul Rodden’s services, the Affiliate Partner Program, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Paul Rodden Property”) will be and remain the sole and exclusive property of Paul Rodden. To the extent, if any, that ownership of any Paul Rodden Property does not automatically vest in Paul Rodden by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Paul Rodden, upon the creation thereof, all rights, title and interest Partner may have in and to such Paul Rodden Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

5.Confidentiality

5.1 Definition

“Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Paul Rodden and Partner, any information related to a Paul Rodden customer or other partner is the Confidential Information of Paul Rodden.

5.2 Covenants

Each Party agrees to use the other Party’s’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 5. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s/ies’ Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.

‍6. Disclaimer Of Warranty

The Paul Rodden Affiliate Partner Program, the Paul Rodden products and services, the Paul Rodden Trademarks, and the Paul Rodden Materials are provided “as-is”. Paul Rodden makes no warranties under this Agreement, and Paul Rodden expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, Paul Rodden further disclaims all representations and warranties, express or implied, that the Paul Rodden products and services, the Paul Rodden Trademarks, or the Paul Rodden Materials satisfy all of Partner’s requirements and or will be uninterrupted, error-free or free from harmful components.‍

7. Limitation Of Liability And Indemnification

7.1. Limitation of Liability

Paul Rodden will have no liability with respect to the Paul Rodden Affiliate Partner Program, the Paul Rodden products and services, the Paul Rodden Trademarks, the Paul Rodden Materials or Paul Rodden’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from Paul Rodden’s products and services, the Paul Rodden Trademarks, the Paul Rodden Materials or Partner’s participation or inability to participate in the Paul Rodden Affiliate Partner Program, even if Paul Rodden has been advised of the possibility of such damages. In any event, Paul Rodden’s liability to Partner under this Agreement for any reason will be limited to the Referral Fees paid to Partner by Paul Rodden during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The foregoing limitations will apply to the fullest extent permitted by applicable law.

7.2. Partner Indemnification‍

Partner agrees to indemnify, defend and hold harmless Paul Rodden and the directors, managers, officers, owners, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable laywers’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Partner’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner’s negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Paul Rodden granted by Partner to any third party; (d) Partner’s breach of any term of this Agreement or the Paul Rodden Policies (including any documents it incorporates by reference); (e) any third party claim that Partner’s products or services infringes the intellectual property or other rights of a third party; (f) Partner’s taxes, including any audits or penalties related thereto; (g) the performance, non-performance or improper performance of the Partner’s products or services; and (h) Partner’s non-compliance or violation of any applicable laws, rules or regulations, including the ACCC guidelines.

7.3. Notice of Indemnification

In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Partner with written notice of any claim that the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

8. General Provisions

8.1. Force Majeure

Paul Rodden will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control including acts of God, labor disputes or other industrial disturbances, pandemics, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

8.2. Independent Contractors

The Parties to this Agreement are independent contractors. Neither Party is an agent, employee, representative or related entity of the other Party. Neither Paul Rodden nor the Partner will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

8.3. Non-Exclusivity

Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.

8.4. Notice

Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Partner’s email address listed in the Partner Account, and to [email protected]; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid. Notice will be sent to the Partner at the address provided in the Partner Account, and to Paul Rodden at 85 Glen St Glenroy, 3046, Melbourne: Legal Department.

8.5. No Waiver

The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.

8.6. Entire Agreement

This Agreement, including all Paul Rodden Policies listed on pra100.com, any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Paul Rodden nor the Partner will be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

8.7. Assignment

All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Paul Rodden will be permitted to assign this Agreement without notice to or consent from Partner. Partner will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without Paul Rodden’s prior written consent, to be given or withheld in Paul Rodden’s sole discretion.

8.8. Applicable Laws

This Agreement will be governed by and interpreted in accordance with the laws of the State of Victoria, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Melbourne, Victoria and appellate courts having jurisdiction of appeals from such courts with respect to any dispute or claim arising out of or in connection with this Agreement.

8.9. Competitive or Similar Materials

Paul Rodden is not precluded from discussing, reviewing, developing for himself, having developed, acquiring, licensing or developing for or by third parties, as well as marketing and distributing materials, products or services that are competitive with Partner’s products or services, provided that Paul Rodden does not use Partner’s Confidential Information in so doing.

8.10. Modifications to this Agreement

Paul Rodden may modify this Agreement (including any Paul Rodden Policies) at any time by posting a revised version on the pra100.com website or by otherwise notifying Partner in accordance with Section 8.4. By continuing to participate in the Partner Program after the effective date of any modifications to this Agreement, Partner agrees to be bound by the modified terms. It is Your responsibility to check the pra100.com website regularly for modifications to this Agreement. We last modified this Agreement on the date listed on the end of this Agreement.

8.11. Language

All communications and notices made or given pursuant to this Agreement must be in the English language. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict

8.12. Non-exclusive remedies

In the event of any breach or threatened breach by Partner of any provision of this Agreement, in addition to all other rights and remedies available to Paul Rodden under this Agreement and under applicable law, Paul Rodden will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security; (b) immediately terminate this Agreement and Partner’s access to the Affilate Partner Program; (c) receive a prompt refund of all amounts paid to Partner under this Agreement; and (d) be indemnified for any losses, damages or liability incurred by Paul Rodden in connection with such violation, in accordance with the provisions of Section 7.

8.12. Severability

If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.

8.13 Paul Rodden’s Right to Monitor‍

Paul Rodden has the right, but not the obligation, to monitor or investigate any Partner website and Your use of Paul Rodden’s products or services at any time for compliance with this Agreement or the Paul Rodden Policies. Our determination of whether a violation of any of these terms has occurred will be final and binding and any action taken with respect to enforcing this Agreement or any other terms, including taking no action at all, will be at our sole discretion.