Referral Agreement

NOTE: Applicable to Applicants to/Approved Neuroe Referral Partners Only.

This is a Referral Agreement between NEUROE PTY LTD and any affiliate partner that refers users to NEUROE PTY LTD. The first part of the agreement is the Contract Details, which are followed by the Legal Terms.

CONTRACT DETAILS

Parties

NEUROE PTY LTD, 85 635 398 248, Unit 1 31 Coombes Drive, Penrith, New South Wales, 2750 (“Company“);

Phone: 02 8985 9888 Email: partners@neuroe.co

– AND –

In accordance with the Referral Application Summary (“Referrer“);

Agreement Summary

The terms and conditions of this agreement (the “Agreement“) prescribe the terms governing the arrangement entered into between the Parties for the payment of referral fees (the “Referral Fee“) in exchange for new user referrals who engage NEUROE PTY LTD for the provision of Smart Business Cards.

LEGAL TERMS

  1. User Referral
    1. Referrer agrees, from time to time, to refer prospective users to NEUROE PTY LTD for the provision of Smart Business Cards that NEUROE PTY LTD may offer from time to time.
    2. Each referral (the “Referral“) will be an Australian based user who has not previously engaged NEUROE PTY LTD for the provision of services.
    3. Referrer is not obliged to refer any users (‘Referred User‘) to NEUROE PTY LTD and may enter into any other similar referral arrangement with other parties.
    4. NEUROE PTY LTD is not obliged to accept any users referred by Referrer and may enter into any other similar referral arrangement with other parties.
  2. Method of Referral
    1. Referral Link
  3. The Fee
    1. The Referral Fee is set out in Schedule 1 of this Agreement. (the “Referral Fee Amount“).
    2. The Referral Fee Amount is due and payable by NEUROE PTY LTD to Referrer upon the following events occurring:
    3. Within 30 days of Order Confirmation. Referral Fees are Reversable in the event that the customer returns the product in accordance with our terms and conditions.
    4. Upon the Referral Fee Amount being due and payable the Referrer will issue to NEUROE PTY LTD a Tax Statement. The Tax Statement will stipulate:
      1. the date of issue;
      2. the name of the Referred User;
      3. Referrer’s valid Australian Business Number (ABN);
      4. Referrer’s legal name, address and telephone number; and
      5. payment terms of thirty (30) days from the date of the tax statement.
    5. NEUROE PTY LTD will pay the Referral Fee Amount within the time frame stipulated in the Tax Statement.
    6. NEUROE PTY LTD retains the right, at its complete discretion to alter or amend the Referral Fee. NEUROE PTY LTD must give the Referrer 24 hours notice in the event that the Referral Fee is altered or amended.
  4. Privacy Protection
    1. NEUROE PTY LTD agrees to keep all Referred User information confidential in accordance with its Privacy Policy that can be found at https://neuroe.co/privacy.
  5. Restrictions
    1. NEUROE PTY LTD has placed a number of restrictions around the referral program. These restrictions are set out in Schedule 2 of this Agreement.
  6. No Agency
    1. This Agreement does not create any legal or fiduciary relationship between the parties.
    2. Referrer, its employees, servants or agents must not represent, convey or in any way make out to be an agent, partner, representative, employee, contractor or affiliate of NEUROE PTY LTD.
    3. Neither party shall have any right, authority or permission to legally bind the other party to any contract, arrangement or obligation.
  7. Term
    1. The term of this Agreement shall commence upon the parties entering into this Agreement and terminate immediately upon either party serving notice to the other party.
  8. Indemnity
    1. The Referrer agrees to indemnify NEUROE PTY LTD against any loss, damage, liability or expense incurred by the Licensee arising directly or indirectly from:
      1. a breach of this agreement: or
      2. any negligent or wilful act or omission of the Referrer or anyone acting on the Referrer’s behalf.
  9. General Provisions
    1. NEUROE PTY LTD may amend this Agreement by giving notice to affiliate partners.
    2. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable, then such provision will be fully severed and the Agreement will be construed and enforced without that severed provision.
    3. The rights created under this Agreement are non-assignable. For the avoidance of doubt:
      1. no future Referral Fee will be due and payable to Referrer if this Agreement is terminated pursuant to clause 7, whether the right to the Referral Fee arose prior to the termination or otherwise;
      2. the relationship between the parties will be severed so that there is no longer an obligation to pay a Referral Fee.
    4. This Agreement is governed by the laws of New South Wales and the parties agree to submit to the exclusive jurisdiction of the Courts of that State.

SCHEDULE 1

The Referral Fee is 20% of the Total Order Value, non-inclusive of shipping charges..

SCHEDULE 2

Restrictions on the Referrer:

  1. NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks etc. are NOT allowed.
  2. NOT ALLOWED: Any placement of creative in a “Desktop” advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form.
  3. NOT ALLOWED: Any display of a merchant window that isn’t the result of a direct click by the end-user.
  4. NOT ALLOWED: Referral of any non-Australia based Referred Users.
  5. You cannot SPAM. We will terminate this agreement on the first offence of SPAMMING. Do not send email to lists or groups that you do not have permission to send to. We cannot stress this enough, we WILL terminate this Agreement on the first offense.
  6. You cannot send traffic from ads on Google Adwords / Bing directly to your affiliate link. This traffic must first go through your site. You can buy/send traffic directly to your affiliate link through any service other than Adwords / Bing, providing you are using approved marketing materials from your dashboard.
  7. You cannot bid on any of the following terms or any phrases that include any of the following terms:
    1. Must not contain the words “Neuroe” “Neuroe NFC”.
  8. Fraud is a serious offence, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually “refreshing” of pages, for the sole purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN TERMINATION AND VOIDED COMMISSIONS.
  9. Failure to abide by these rules could mean termination from the partner program completely with a complete forfeit of commissions.

This Document was last updated on 6 June 2021. No previous versions are available.

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