AFFILIATE PROGRAM TERMS AND CONDITIONS

AFFILIATE PROGRAM TERMS AND CONDITIONS

BY BECOME OUR AFFILATE MEANS YOU HAVE READ AND AGREED TO THE FOLLOWING TERMS AND CONDITIONS AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR AND EVERY TERMS HEREOF. THIS AGREEMENT IS LEGALLY BINDING BETWEEN YOU AND WAVE CARDS. WAVE CARDS IS REGISTERED UNDER AUSTRALIAN LAWS.

Introduction

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Wavecards.com.au’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the Wavecards.com.au web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Wave Cards, and “you,” “your,” and “yours” refer to the affiliate.

Obligations
- To become our affiliate, you need complete and submit the online application posted on our website (www.wavecards.com.au/affiliate-registration). The fact that we auto-approve applications does not imply that we may not re-evaluate your application later. We may reject your application at our sole discretion. We may cancel your affiliation if we that you have violate any of our policies or of by law, including if it:
  - Conducts discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
  - Conducts illegal activities
  - Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
  - Includes “Merchant” or variations or misspellings thereof in its domain name
  - Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
  - Provides software downloads that potentially enable diversions of commission from other affiliates in our program.
  - You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Wavecards.com.au or any other affiliated business.
- As a member of our Affiliate Program, you will have access to Affiliate Account Manager. Here you will be able to review our Program’s details and previously published affiliate newsletters, download HTML code (that provides for links to web pages within the www.wavecards.com.au web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.

We reserve the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

Our Obligations

We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the our Affiliate Program.
- We reserve the right to terminate this Agreement and your participation in the our Affiliate Program immediately and without notice to you should you commit fraud in your use of the our Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, We are not be liable to you for any commissions for such fraudulent sales.
- This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder.

Termination
- Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

Changes
- We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and our Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in our Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

Restrictions
- You are free to promote your own web sites or links generated through our affiliate program, but naturally any promotion that mentions Wavecards.com.au could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Wavecards.com.au. You may use mailings to customers to promote Wavecards.com.au so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Wavecards.com.au so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Wavecards.com.au. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Wavecards.com.au Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
- Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Wavecards.com.au, merchant, www.merchant, www.Wavecards.com.au, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Merchant’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
- Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Merchant’s service).

Grant of Licenses
- We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Wavecards.com.au’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Wavecards.com.au and the good will associated therewith will inure to the sole benefit of Wavecards.com.au.
- Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

Disclaimer
- WAVECARDS.COM.AU MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING WAVECARDS.COM.AU SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF WAVECARDS.COM.AU ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Limitations of Liability
- 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 WAVECARDS.COM.AU’S 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.

Confidentiality
1. All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

Miscellaneous
1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Wavecards.com.au. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
1. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
1. This Agreement shall be governed by and interpreted in accordance with the laws of Australia without regard to the conflicts of laws and principles thereof.
1. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
1. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

Contact Information
1. For more information, you may contact us:
  1. Phone: 0731127932
  1. Email: sales@wavecards.com.au support@wavecards.com.au
  1. Address: 2/53 Gawain Road, Bracken Ridge, QLD, Australia 4017