Affiliate Agreement

This Affiliate Program Agreement ("Agreement") is made between:

Maileroo Group Pty Ltd trading as CampaignLark

ABN 39 691 482 836

Level 14, 333 Collins Street, Melbourne VIC 3000, Australia

("CampaignLark", "we", "us", "our")

and

The Affiliate — the individual or entity that applies to join, or participates in, the CampaignLark Affiliate Program ("Affiliate", "you", "your").

By applying to join the CampaignLark Affiliate Program, ticking an acceptance box, generating an Affiliate Link, or otherwise participating in the Program, you acknowledge that you have read, understood and agree to be bound by this Agreement and all policies incorporated by reference, including the CampaignLark Terms of Service, Privacy Policy and Acceptable Use Policy.

If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and "you" refers to that entity.

If you do not agree to this Agreement, you must not participate in the Program.

This Agreement is in addition to, and does not replace, the CampaignLark Terms of Service that govern your use of the CampaignLark platform as a customer. If there is any inconsistency between this Agreement and the Terms of Service in relation to the Program, this Agreement prevails to the extent of the inconsistency.

CampaignLark is a brand and platform operated by Maileroo Group Pty Ltd. This Agreement governs the CampaignLark Affiliate Program only. Participation in any other affiliate program operated by Maileroo Group Pty Ltd, including the Maileroo Affiliate Program, is governed by the separate agreement for that program.

1.1 In this Agreement, unless the context requires otherwise:

• Acceptable Use Policy means CampaignLark's Acceptable Use Policy published at https://campaignlark.com/legal/acceptable-use-policy, as updated from time to time.
• Affiliate Account means the affiliate area of your CampaignLark account through which you access the Program, including the Affiliate Dashboard.
• Affiliate Dashboard means the affiliate program page available when you are signed in to your CampaignLark account, which displays your Affiliate Links, Referral activity, Commission balances, your applicable Payout Table and withdrawal options.
• Affiliate Link means a unique or randomly generated referral URL, code or other tracking identifier issued to you by CampaignLark through the Affiliate Dashboard.
• Available Balance means Commissions that have satisfied the Qualification Criteria and are eligible to be withdrawn.
• Chargeback means any dispute, reversal or return of a payment initiated by a Referred Customer, their bank, card issuer or payment provider.
• Commission means any amount payable to you under the Program, including a First-Month Payout and a Recurring Commission, calculated in accordance with your applicable Payout Table.
• Confidential Information means non-public information disclosed by CampaignLark in connection with the Program, including commission structures, Custom Payout Tables, fraud detection methods, tracking technology, product roadmaps and business information.
• Custom Payout Table means a payout table that differs from the Default Payout Table and has been agreed in writing between CampaignLark and you, and is displayed in your Affiliate Dashboard.
• Default Payout Table means the standard payout table that CampaignLark makes available to all affiliates through the Affiliate Dashboard.
• First-Month Payout means a one-time payout for a Referred Customer's first month on a paid plan, as specified in your applicable Payout Table.
• Fraudulent Activity has the meaning given in clause 13.2.
• Net Revenue means the amount actually received and retained by CampaignLark from a Referred Customer for paid Services, excluding taxes (including GST, VAT and sales taxes), payment processing fees, refunds, credits, discounts, Chargebacks, bad debt, carrier and pass-through messaging fees, and amounts paid for third-party products or add-ons, unless the Payout Table states otherwise.
• Payout Table means the payout table that applies to you, being your Custom Payout Table if one has been agreed, or otherwise the Default Payout Table, in each case as displayed in your Affiliate Dashboard from time to time.
• Pending Balance means Commissions that have been tracked but have not yet satisfied the Qualification Criteria.
• Program means the CampaignLark Affiliate Program described in this Agreement.
• Qualification Criteria has the meaning given in clause 6.1.
• Qualifying Referral means a Referred Customer who satisfies the Qualification Criteria.
• Recurring Commission means an ongoing commission calculated as a percentage of the value of a Referred Customer's plan, as specified in your applicable Payout Table.
• Referral means the sign-up of a new user through your Affiliate Link that is tracked and attributed to you under clause 4.
• Referred Customer means a new user who creates a CampaignLark account through your Affiliate Link and is attributed to you under clause 4.
• Referred Network means all Referred Customers attributed to you, considered collectively.
• Services means the products and services offered under the CampaignLark brand, including its email marketing, SMS marketing, automation, audience management and related platform services.
• Withdrawal Request means a request submitted through the Affiliate Dashboard to withdraw all or part of your Available Balance.

1.2 In this Agreement: headings are for convenience only and do not affect interpretation; the singular includes the plural and vice versa; "including" and similar words are not words of limitation; a reference to legislation includes any amendment or replacement of it; a reference to "writing" includes email and notices published in the Affiliate Dashboard; and no rule of construction applies to the disadvantage of a party because that party drafted this Agreement.

1.3 Unless otherwise stated, all amounts are expressed in the currency displayed in the Affiliate Dashboard.

2.1 Eligibility. To participate in the Program you must:

1. be at least 18 years of age and have full legal capacity to enter into a binding contract;
2. hold an active CampaignLark account in good standing that is not suspended, restricted or under review;
3. not be located in, organised under the laws of, or ordinarily resident in a country or region subject to comprehensive sanctions under Australian, United States, United Kingdom, European Union or United Nations sanctions regimes, and not be a person named on any sanctions list; and
4. satisfy any additional eligibility requirements displayed in the Affiliate Dashboard.

2.2 Application and approval. CampaignLark may approve or reject any application to join the Program at its discretion, with or without giving reasons. Approval may be automatic or manual, and CampaignLark may later review and revoke approval in accordance with this Agreement.

2.3 Accurate information. You must provide complete, accurate and current information when enrolling and must keep that information up to date, including your legal name, contact details, country of residence, tax details and payment details.

2.4 Verification. CampaignLark may at any time require you to verify your identity, business details, ownership of promotional channels, tax status or payment details, including by providing government-issued identification, proof of address, company registration documents or other evidence. CampaignLark may withhold Commissions, decline Withdrawal Requests or suspend your Affiliate Account until verification is completed to its reasonable satisfaction.

2.5 One account per person. Each individual or entity may hold only one CampaignLark Affiliate Account unless CampaignLark expressly agrees otherwise in writing. Creating multiple Affiliate Accounts, or operating an Affiliate Account on behalf of another person, is prohibited.

2.6 Account security. You are responsible for keeping your login credentials secure and for all activity that occurs under your Affiliate Account, including any Withdrawal Request. You must notify CampaignLark immediately at the contact details in this Agreement if you become aware of any unauthorised access. CampaignLark is not liable for any loss arising from unauthorised use of your account caused by your failure to keep your credentials secure.

2.7 Non-transferable. Your Affiliate Account, Affiliate Links and any Commission balances are personal to you and may not be sold, transferred, assigned or shared without CampaignLark's prior written consent.

3.1 Non-exclusive appointment. Subject to this Agreement, CampaignLark grants you a limited, non-exclusive, non-transferable, revocable right to promote the Services using your Affiliate Links. Nothing in this Agreement prevents CampaignLark from appointing other affiliates, partners or resellers, or from marketing the Services directly, in any market or channel.

3.2 Independent contractor. You participate in the Program as an independent contractor. Nothing in this Agreement creates any employment, partnership, joint venture, franchise, agency, fiduciary or distribution relationship between you and CampaignLark or Maileroo Group Pty Ltd.

3.3 No authority to bind. You have no authority to make or accept offers, give warranties, make representations or enter into any agreement on behalf of CampaignLark, and you must not hold yourself out as having such authority.

3.4 No sale of Services. You are not authorised to sell, resell, license or bill for the Services. All Referred Customers contract directly with CampaignLark under the CampaignLark Terms of Service, and CampaignLark has sole discretion over whether to accept, refuse, suspend or terminate any Referred Customer.

3.5 Your costs. You are solely responsible for all costs and expenses you incur in participating in the Program, including advertising, website hosting, content creation, software and personnel costs. CampaignLark will not reimburse any such costs.

3.6 No guarantee of earnings. CampaignLark makes no representation or guarantee as to the amount of Commissions you will earn, the number of Referred Customers you will obtain, or the continued availability of any Service, plan, price or Payout Table.

4.1 Generating links. You may generate one or more unique or randomly generated Affiliate Links through the Affiliate Dashboard. You must use only Affiliate Links issued by CampaignLark and must not alter, mask, shorten in a misleading way, or tamper with any Affiliate Link or tracking parameter, except using tools CampaignLark provides or expressly permits.

4.2 Tracking. CampaignLark tracks Referred Customers using cookies, URL parameters, referral codes, account data and other tracking technologies. A new user is attributed to you only if they:

1. click your Affiliate Link (or enter your referral code where available);
2. create a new CampaignLark account within the tracking period displayed in the Affiliate Dashboard; and
3. have not previously held, or been associated with, a CampaignLark account.

4.3 Attribution rules. Unless the Affiliate Dashboard states otherwise, attribution is on a last-click basis: if a user clicks Affiliate Links belonging to more than one affiliate, the most recent valid click before sign-up is credited. CampaignLark will not credit a Referral where the user cleared or blocked cookies, used a different device or browser, or otherwise prevented tracking, and is not obliged to manually attribute such users.

4.4 Anonymised reporting. Referred Customers are displayed in your Affiliate Dashboard as anonymous users. You are not entitled to, and CampaignLark will not disclose, the identity, contact details, account data, contact lists, campaign or messaging activity, or other personal information of any Referred Customer. You must not attempt to identify, contact or re-identify any anonymised Referred Customer through the Program.

4.5 CampaignLark records are final. CampaignLark's tracking systems and records are the sole and conclusive basis for determining clicks, sign-ups, conversions, Qualifying Referrals and Commissions, absent manifest error. If you believe a Referral has been incorrectly tracked, you must notify CampaignLark in writing with supporting evidence within 30 days of the relevant sign-up. CampaignLark will investigate in good faith, and its determination will be final.

4.6 Technical issues. CampaignLark does not guarantee that tracking will be uninterrupted or error-free. CampaignLark is not liable for Commissions lost because of technical failures, outages, browser restrictions, ad-blockers, privacy tools, or changes to third-party platforms, except to the extent caused by CampaignLark's negligence or wilful misconduct.

4.7 Excluded sign-ups. Unless CampaignLark agrees otherwise in writing, no Commission is payable for:

• existing or former CampaignLark customers, or users who already have a pending or closed CampaignLark account;
• sign-ups by you, your employees, contractors, related entities, household members or anyone acting on your behalf;
• sign-ups originating from a channel, promotion or campaign that breaches this Agreement;
• users referred through another CampaignLark or Maileroo partner, reseller, enterprise sales or promotional program; or
• accounts that CampaignLark rejects, suspends or terminates for breach of its Terms of Service or Acceptable Use Policy.

5.1 Your Payout Table. The Commissions payable to you are set out in your Payout Table, which is available to view in your Affiliate Dashboard when you are signed in to your CampaignLark account. Your Affiliate Dashboard will display either:

1. the Default Payout Table, which applies to all affiliates unless a Custom Payout Table has been agreed; or
2. your Custom Payout Table, where one has been agreed in writing between CampaignLark and you.

The Payout Table displayed in your Affiliate Dashboard forms part of this Agreement. By participating in the Program, you agree to be bound by the Payout Table in effect at the time each Referred Customer signs up.

5.2 Types of Commission. Depending on your Payout Table, you may earn either or both of the following for each Qualifying Referral:

1. First-Month Payout: a one-time payout relating to the Referred Customer's first month on a paid plan, in the amount or at the percentage of the plan's value specified in your Payout Table; and
2. Recurring Commission: an ongoing commission calculated as a percentage of the value of the plan the Referred Customer subscribes to, for the number of billing periods (if any) specified in your Payout Table.

5.3 First-Month Payouts. A First-Month Payout:

1. is payable once only for each Referred Customer, regardless of how many times that Referred Customer subscribes, cancels, re-subscribes or changes plans;
2. is determined by the plan the Referred Customer pays for in their first paid month, unless your Payout Table states otherwise, and is not increased by a later upgrade;
3. is subject to the same Qualification Criteria as all other Commissions, including the second-month renewal requirement in clause 6.1; and
4. is subject to reversal and clawback under clause 10 in the same way as any other Commission.

Where your Payout Table provides for both a First-Month Payout and Recurring Commission, it will state whether Recurring Commission also applies to the first month or begins from the second paid month. If it does not say, Recurring Commission begins from the second paid month.

5.4 Plan value. Unless the Payout Table states otherwise, a plan's value for the purposes of this clause 5 is the Net Revenue actually received and retained by CampaignLark for that plan from the Qualifying Referral. No Commission is payable on amounts that are unpaid, refunded, credited, disputed, subject to a Chargeback, or written off, or on SMS credits, carrier fees, pass-through messaging charges or usage-based charges unless your Payout Table expressly includes them.

5.5 Upgrades and downgrades. Your Recurring Commission follows the Referred Customer's plan. If a Referred Customer upgrades to a higher-value plan, your Recurring Commission is upgraded too: the Commission percentage for the new plan (as shown in the Payout Table that applied when the Referred Customer signed up) applies to the value of the upgraded plan. If a Referred Customer downgrades to a lower-value plan, your Recurring Commission is downgraded in the same way and is calculated on the value of the downgraded plan. Any change takes effect from the first billing period paid at the new plan's price. If a Referred Customer pauses their subscription, moves to a free plan or changes their billing interval, Commission is calculated on the amount actually paid under the new arrangement, and no Commission accrues for any period in which no payment is received. This clause 5.5 applies only to the standard plans published on the CampaignLark pricing page; a move to a Custom Plan is governed by clause 5.10.

5.6 Custom Payout Tables. You may request a Custom Payout Table by contacting CampaignLark. CampaignLark may accept or decline any request at its discretion. A Custom Payout Table is binding only once agreed in writing by an authorised representative of CampaignLark and displayed in your Affiliate Dashboard, and:

1. it applies only to the Referred Customers, period, plans and conditions stated in it;
2. all other terms of this Agreement continue to apply; and
3. it is Confidential Information and must not be disclosed to any third party.

Statements by CampaignLark staff, chat agents or support personnel do not create a Custom Payout Table unless agreed in accordance with this clause. If a Custom Payout Table expires or is withdrawn in accordance with its terms, the Default Payout Table applies to Referred Customers who sign up after that date.

5.7 Changes to the Default Payout Table. CampaignLark may change the Default Payout Table at any time by updating the Affiliate Dashboard. Unless a change is required by law or to prevent fraud, CampaignLark will give at least 14 days' notice of any change that reduces Commission rates or First-Month Payouts. Changes apply to Referred Customers who sign up after the change takes effect. Commissions already in your Available Balance at the time of a change are not reduced by that change.

5.8 Caps. Any limit on the number of billing cycles, duration, maximum Commission per Referred Customer, or total Commission payable will be as displayed in your Payout Table.

5.9 Errors. If CampaignLark credits a Commission in error or in an incorrect amount, CampaignLark may correct the error, including by adjusting your Pending Balance or Available Balance or by recovering any overpayment under clause 10.

5.10 Custom Plans. Where a Referred Customer's requirements exceed the standard plans published on the CampaignLark pricing page and CampaignLark agrees to provide a custom, enterprise or bespoke plan (a "Custom Plan"):

1. the Payout Table (including any Default Payout Table, Custom Payout Table, Commission percentage or First-Month Payout) does not apply to that Custom Plan unless CampaignLark expressly agrees otherwise in writing;
2. any Commission or First-Month Payout for that Custom Plan will be defined in a separate written agreement between CampaignLark and you, and will be subject to the factors, deployment and requirements of the Custom Plan itself, which may include dedicated infrastructure, dedicated IP addresses or sender numbers, onboarding or implementation work, third-party and carrier costs, service levels and contract term;
3. CampaignLark may determine, acting reasonably, that no Commission, a reduced Commission, a fixed fee or a Commission calculated on only part of the Custom Plan's value is payable, having regard to those factors;
4. if a Referred Customer upgrades from a standard plan to a Custom Plan, your existing Commission percentage does not automatically carry over to the Custom Plan, and Commission for periods on the Custom Plan is payable only as set out in the separate written agreement; and
5. until a separate written agreement is reached, no Commission accrues on the Custom Plan, and any Commission already earned on the Referred Customer's previous standard plan is unaffected.

CampaignLark is not obliged to offer or agree Commission terms for any Custom Plan.

6.1 Qualification Criteria. A Commission (including a First-Month Payout) is recorded in your Pending Balance when a Referred Customer makes their first successful payment for paid Services. That Commission moves to your Available Balance only when all of the following are satisfied (the "Qualification Criteria"):

1. Second-month renewal: the Referred Customer has successfully renewed and paid for a second consecutive monthly billing period, and that renewal payment has been received and cleared by CampaignLark;
2. No refund or dispute: none of the Referred Customer's payments for the relevant periods has been refunded, credited, disputed, or made subject to a Chargeback;
3. Account in good standing: the Referred Customer's account is active, has not been suspended or terminated, and is not under review for breach of the CampaignLark Terms of Service or Acceptable Use Policy;
4. Compliant referral: the Referral was obtained in compliance with this Agreement; and
5. Your account in good standing: your Affiliate Account is not suspended or under investigation.

6.2 Non-monthly plans. For Referred Customers on annual or other non-monthly billing intervals, the requirement in clause 6.1(1) is satisfied 60 days after the first successful payment (or such other period as is displayed in the Affiliate Dashboard), provided the remaining Qualification Criteria are met throughout that period. Where your Payout Table provides a First-Month Payout for non-monthly plans, it will state how that payout is calculated.

6.3 Usage-based and one-off purchases. Commission on SMS credits, pay-as-you-go credits, usage-based charges, one-off purchases or add-ons is payable only if, and to the extent, your Payout Table expressly provides for it, and is subject to the same Qualification Criteria.

6.4 Failure to qualify. If a Referred Customer does not satisfy the Qualification Criteria, including because they cancel, downgrade to a free plan, fail to pay their renewal or are terminated by CampaignLark, all Commissions relating to that Referred Customer (including any First-Month Payout) are cancelled and removed from your Pending Balance and no amount is payable for them.

6.5 Ongoing Commissions. Each Recurring Commission after qualification is subject to the relevant payment being received, cleared and not reversed, and to the Referred Customer and your Affiliate Account remaining in good standing.

6.6 Status in the Affiliate Dashboard. The Affiliate Dashboard shows the status of each anonymised Referral and Commission (for example, signed up, converted, pending, available, withdrawn or cancelled), and identifies whether a Commission is a First-Month Payout or a Recurring Commission. Dashboard figures are provided for information and may be adjusted under this Agreement until paid.

7.1 Withdrawal Requests. You may submit a Withdrawal Request for all or part of your Available Balance through the Affiliate Dashboard. Pending Balances cannot be withdrawn. CampaignLark may set a minimum withdrawal amount, a maximum withdrawal amount, or a limit on the frequency of withdrawals, as displayed in the Affiliate Dashboard.

7.2 Payment methods. CampaignLark currently offers the following withdrawal methods, subject to availability in your country and to change from time to time:

7.3 Processing time. CampaignLark aims to process approved Withdrawal Requests within up to 14 days of submission, depending on the withdrawal method selected. Processing times are estimates only. Delays may occur because of verification or fraud review, public holidays, banking or payment network delays, blockchain congestion, sanctions screening, or circumstances outside CampaignLark's reasonable control. Once CampaignLark has initiated a payment, the time for funds to reach you depends on the relevant payment provider, bank or network.

7.4 Review before payment. Every Withdrawal Request is subject to review. CampaignLark may delay, decline or partially approve a Withdrawal Request if it reasonably suspects a breach of this Agreement, Fraudulent Activity, inaccurate payment details, or a risk of Chargeback or refund, or if verification under clause 2.4 is outstanding. CampaignLark will notify you if a Withdrawal Request is declined.

7.5 Fees and conversion. Fees charged by PayPal, banks, intermediary banks, blockchain networks (including gas or network fees) or other payment providers may be deducted from the amount paid to you or borne by you, as displayed in the Affiliate Dashboard. Where a currency conversion is required, the exchange rate applied by CampaignLark or its payment provider at the time of processing applies, and CampaignLark is not responsible for exchange rate movements.

7.6 Cryptocurrency payments. If you select USDT:

1. you must provide a wallet address that you own and control, on the exact network specified in the Affiliate Dashboard;
2. you acknowledge that blockchain transactions are irreversible and that funds sent to an incorrect address or network may be permanently lost;
3. CampaignLark may require additional identity verification and may decline cryptocurrency withdrawals to comply with anti-money laundering, counter-terrorism financing or sanctions laws;
4. you bear all risks associated with holding and using USDT, including loss of value, de-pegging, wallet compromise, exchange failure and changes in regulation; and
5. you are responsible for any tax consequences of receiving payment in cryptocurrency.

7.7 Payment in your name only. Payments will only be made to a PayPal account, bank account or wallet held in your name (or, for an entity, in the entity's name). CampaignLark will not make payments to third parties.

7.8 Unclaimed balances. If your Affiliate Account has been inactive and you have not submitted a Withdrawal Request for 12 consecutive months, CampaignLark will notify you at your registered email address. If you do not submit a valid Withdrawal Request within 60 days of that notice, CampaignLark may close your Affiliate Account and your Available Balance will be forfeited, or dealt with as required by any applicable unclaimed money law.

7.9 Set-off. CampaignLark may set off against any Commission or Available Balance any amount you owe to CampaignLark or Maileroo Group Pty Ltd, under this Agreement or otherwise, including unpaid fees for your own use of the Services and amounts recoverable under clause 10.

7.10 Separate balances. Balances earned under the CampaignLark Affiliate Program are held and withdrawn separately from any balance under the Maileroo Affiliate Program, and cannot be combined or transferred between programs unless CampaignLark agrees in writing.

8.1 Your responsibility. You are solely responsible for ensuring that all payment details you provide or select in the Affiliate Dashboard are complete, accurate, current and correct, including names, email addresses, account numbers, IBANs, BSBs, SWIFT/BIC codes, routing numbers, wallet addresses and blockchain networks. You must check those details carefully before submitting each Withdrawal Request.

8.2 No liability for incorrect details. CampaignLark will process payments using the details you provide. To the maximum extent permitted by law, CampaignLark is not liable for, and you release CampaignLark and Maileroo Group Pty Ltd from, any loss, delay, misdirected payment, failed payment, fees or other consequence arising from:

1. incorrect, incomplete, outdated or mistyped payment details;
2. selection of an incorrect withdrawal method, currency, wallet or blockchain network;
3. a PayPal account, bank account or wallet that is closed, restricted, frozen, unverified or not held in your name;
4. the acts or omissions of PayPal, any bank, intermediary bank, blockchain network, exchange or other third-party payment provider; or
5. unauthorised changes to your payment details resulting from compromise of your account credentials, email account or devices.

8.3 Payment made in accordance with your details. A payment sent to the details recorded in your Affiliate Account at the time of processing is treated as full and final payment of the relevant amount, and CampaignLark has no obligation to pay that amount again.

8.4 Returned or failed payments. If a payment is returned or fails for a reason other than CampaignLark's error, CampaignLark may re-credit the amount (less any fees incurred) to your Available Balance once returned funds are received, and you must update your payment details before a further Withdrawal Request is processed. CampaignLark is not obliged to recover funds sent to an incorrect wallet address or account, but may at its discretion use reasonable efforts to assist, at your cost.

8.5 Changes to payment details. For security reasons, CampaignLark may impose a holding period, re-verification step or additional review before processing a withdrawal to newly added or changed payment details.

9.1 Your tax obligations. You are solely responsible for declaring and paying all taxes, duties and charges arising from Commissions paid to you, including income tax, GST, VAT, sales tax and any tax on cryptocurrency receipts, in every jurisdiction where you are liable.

9.2 Commissions inclusive of GST. Unless otherwise stated in the Payout Table, Commissions are inclusive of any GST or equivalent tax. If you are registered for GST in Australia and provide CampaignLark with your ABN and GST registration details, CampaignLark may issue a recipient-created tax invoice (RCTI) for Commissions, and you agree that you will not issue a separate tax invoice for those amounts.

9.3 Australian affiliates. If you are located in Australia and do not provide a valid ABN, or CampaignLark is otherwise required by law, CampaignLark may withhold from any payment the amount required under the Taxation Administration Act 1953 (Cth) or other applicable law and remit it to the relevant authority. Any such withholding is treated as a payment to you.

9.4 Tax information. You must provide any tax information or forms CampaignLark reasonably requests (for example, an ABN, W-8 or W-9 forms, or VAT number). CampaignLark may withhold Commissions until that information is received and may report payments to tax authorities where required by law.

9.5 No tax advice. CampaignLark does not provide tax, legal or accounting advice. You should obtain independent advice about your obligations.

10.1 Reversal of Commissions. If any payment from a Referred Customer on which a Commission (including a First-Month Payout) was calculated is refunded, credited, reversed, disputed, made subject to a Chargeback, or found to have been made fraudulently or with a stolen or unauthorised payment method, CampaignLark may reverse the corresponding Commission, whether it is in your Pending Balance, your Available Balance or has already been paid.

10.2 Clawback period. CampaignLark may exercise its rights under clause 10.1 for up to 180 days after the relevant Commission was paid to you, or for any longer period in which a Chargeback can be raised under the relevant card scheme or payment provider rules.

10.3 Commissions obtained through breach. Any Commission obtained through Fraudulent Activity or a material breach of this Agreement is not payable and, if paid, is a debt immediately due and owing by you to CampaignLark, with no time limit on recovery.

10.4 Methods of recovery. CampaignLark may recover any amount due under this clause by:

1. deducting it from your Pending Balance or Available Balance (including a negative balance carried forward against future Commissions);
2. setting it off against any amount CampaignLark or Maileroo Group Pty Ltd owes you; or
3. issuing you an invoice, which you must pay within 14 days.

10.5 Costs. Where a reversal results from your breach of this Agreement or Fraudulent Activity, you must also reimburse CampaignLark for any Chargeback fees, payment processing fees, and reasonable investigation and recovery costs (including legal costs) incurred by CampaignLark.

11.1 General standard. You must promote the Services honestly, accurately and in a manner that does not damage the reputation or goodwill of CampaignLark or Maileroo Group Pty Ltd. All claims you make about the Services, including features, pricing, deliverability, SMS coverage, message throughput, performance and availability, must be accurate, current and consistent with information published by CampaignLark.

11.2 Affiliate disclosure. You must clearly and conspicuously disclose your affiliate relationship with CampaignLark wherever you publish an Affiliate Link or promote the Services, in a way that complies with applicable law and platform rules, including the Australian Consumer Law, ACCC guidance on influencer and affiliate marketing, the US Federal Trade Commission Endorsement Guides, the UK CAP Code and equivalent rules in your jurisdiction. A disclosure such as "I may earn a commission if you sign up through this link" placed before or immediately next to the link is the minimum standard.

11.3 Your channels. You are responsible for all content on websites, social media accounts, email lists, communities, videos, newsletters and other channels you use to promote the Services, including content created by third parties on your behalf. Your channels must not contain or promote content that is unlawful, defamatory, obscene, hateful, discriminatory, violent, infringing, or otherwise in breach of the Acceptable Use Policy.

11.4 Approved materials. CampaignLark may provide logos, banners, copy and other marketing materials. Where provided, you must use them without modification (other than resizing), and must replace or remove them promptly when requested.

11.5 Offers and discounts. You must not offer, advertise or promise any discount, coupon, credit (including free SMS credits), free trial, bonus, rebate or special pricing that CampaignLark has not authorised in writing for your use.

11.6 Prior approval. CampaignLark may require you to submit specific campaigns, paid advertising, press releases, co-branded content or content that refers to CampaignLark's competitors for approval before publication.

11.7 Removal requests. On CampaignLark's request, you must promptly (and in any event within 48 hours) modify or remove any content that CampaignLark reasonably considers inaccurate, misleading, non-compliant or harmful to its brand.

12.1 You must not, and must not permit or encourage any other person to, do any of the following:

1. refer yourself, your own business, related entities, employees, contractors, family or household members, or create accounts for the purpose of earning Commission (including any First-Month Payout);
2. create, or procure the creation of, fake, duplicate, disposable, automated or bot-generated accounts;
3. use stolen, unauthorised, prepaid or synthetic identities, payment methods, phone numbers or contact details;
4. operate more than one Affiliate Account, or circumvent a suspension or termination by creating a new account;
5. arrange for Referred Customers to subscribe only long enough to trigger a First-Month Payout or meet the Qualification Criteria, or engage in subscribe-and-cancel cycling;

6. send spam or any unsolicited commercial electronic message promoting the Services or your Affiliate Link, including by email, SMS, MMS, instant message, social media direct message, comment or forum post, in breach of the Spam Act 2003 (Cth), the US CAN-SPAM Act, the US Telephone Consumer Protection Act, GDPR, the UK PECR, CASL or other applicable law;
7. use purchased, rented, scraped or harvested email addresses or phone numbers to promote the Services;
8. make false, misleading or deceptive statements, including impersonating CampaignLark or Maileroo, implying that you are CampaignLark or an official partner, or misrepresenting the Services, their pricing or the Program;
9. use fake reviews, testimonials, endorsements or comparison claims;

10. engage in cookie stuffing, forced clicks, pop-ups, pop-unders, hidden iframes, auto-redirects, or any method that drops a tracking cookie or registers a click without the user knowingly clicking your Affiliate Link;
11. use adware, malware, browser extensions, toolbars or software that injects, overwrites or hijacks affiliate links or tracking;
12. generate clicks, sign-ups or conversions through bots, click farms, incentivised traffic, traffic exchanges, VPN or proxy cycling, emulators or other artificial means;
13. hijack or claim credit for referrals you did not genuinely generate, including by posting your Affiliate Link in response to users already seeking CampaignLark or on CampaignLark's own channels;

14. bid on, purchase or register as keywords, search terms, ad groups or social media handles the words "CampaignLark", "Maileroo", any of their trademarks, or any misspelling or variation of them, without CampaignLark's prior written consent;
15. register or use any domain name, subdomain, app name, SMS sender ID or social media account that contains or is confusingly similar to "CampaignLark", "Maileroo" or any of their trademarks;
16. use CampaignLark's branding in paid advertisements, or direct paid traffic straight to an Affiliate Link (direct linking), without CampaignLark's prior written consent;

17. offer cash, rebates, gifts, cashback, points or other incentives to users for signing up through your Affiliate Link, or share any part of your Commission with users, without CampaignLark's prior written consent;
18. list your Affiliate Link on coupon, voucher, deal, cashback or loyalty sites without CampaignLark's prior written consent;

19. refer, recruit or knowingly target users who intend to use the Services for spam, unsolicited SMS, phishing or smishing, malware distribution, fraud, scams, unlawful or deceptive content, or any other purpose prohibited by the Acceptable Use Policy;
20. promote the Services as a tool for bulk unsolicited email or SMS, list-buying, sender ID spoofing, evading carrier filtering, or bypassing other providers' sending restrictions;
21. reverse engineer, interfere with, probe or test the security of the Program, the Affiliate Dashboard or CampaignLark's tracking systems;
22. use the Program in connection with any activity that is unlawful, or that would cause CampaignLark to breach any law, carrier or telecommunications industry rule, card scheme rule or payment provider requirement; or
23. engage in any other conduct that CampaignLark reasonably determines to be fraudulent, abusive, deceptive or contrary to the purpose of the Program.

12.2 Any breach of this clause 12 is a material breach of this Agreement.

13.1 Monitoring. You acknowledge that CampaignLark monitors Program activity, including clicks, sign-ups, IP addresses, device and browser fingerprints, geolocation, phone numbers, payment methods, account behaviour, email and SMS sending activity and conversion patterns, to detect and prevent fraud and abuse. CampaignLark is not required to disclose its fraud detection methods, thresholds or signals.

13.2 Fraudulent Activity. "Fraudulent Activity" means any act or omission that CampaignLark reasonably determines is intended to, or has the effect of, generating Commissions, clicks, sign-ups or conversions that are not genuine, or obtaining a benefit under the Program to which you are not entitled. Indicators include:

• an unusually high proportion of Referred Customers sharing IP addresses, devices, phone numbers, payment methods, billing details, domains or other identifiers, with each other or with you;
• sign-up, conversion, cancellation or refund patterns that are inconsistent with genuine customer behaviour;
• a high proportion of Referred Customers who cancel or downgrade shortly after a First-Month Payout is triggered or the Qualification Criteria are met;
• abnormally high Chargeback, refund, failed-payment or account-suspension rates within your Referred Network;
• Referred Customers who pay but do not meaningfully use the Services;
• traffic from sources inconsistent with the channels you have declared; and
• any breach of clause 12.

13.3 Investigation. If CampaignLark suspects Fraudulent Activity or a breach of this Agreement, it may investigate and, during the investigation, may:

1. place a hold on all or part of your Pending Balance and Available Balance;
2. pause or decline Withdrawal Requests;
3. disable Affiliate Links or restrict access to the Affiliate Dashboard; and
4. request information, records and documents from you, including traffic sources, campaign details, analytics, email and SMS consent records and payment evidence.

You must cooperate fully and provide requested information within 7 days. CampaignLark will use reasonable efforts to complete an investigation within 90 days, unless the matter involves third parties, law enforcement, carriers or payment providers, or you have not cooperated.

13.4 Consequences. If CampaignLark determines, acting reasonably, that Fraudulent Activity or a material breach has occurred, CampaignLark may, in addition to any other rights:

1. cancel and forfeit any Commissions associated with the Fraudulent Activity or breach, whether pending, available or paid;
2. where the Fraudulent Activity is serious or repeated, forfeit your entire Pending Balance and Available Balance;
3. recover paid Commissions under clause 10;
4. suspend or permanently terminate your Affiliate Account and, where appropriate, your CampaignLark customer account and any related accounts;
5. suspend or terminate the accounts of affected Referred Customers; and
6. report the matter to law enforcement, regulators (including the ACMA), carriers, payment providers or other affected parties, and share relevant information with them.

13.5 Related accounts. CampaignLark may treat accounts that it reasonably determines are owned, controlled or operated by the same person, or acting in concert, as a single Affiliate Account for the purpose of this Agreement, and may apply any action under this clause to all of them.

13.6 No obligation to pay during investigation. CampaignLark will not be in breach of this Agreement, and no interest accrues, for withholding payment while an investigation under this clause is ongoing.

14.1 Quality obligation. You must take reasonable steps to ensure that the audiences you promote the Services to are legitimate marketers who are likely to use the Services in compliance with the CampaignLark Terms of Service and Acceptable Use Policy. You acknowledge that CampaignLark's email sending reputation, SMS sender reputation, deliverability and relationships with mailbox providers, carriers and messaging aggregators depend on the quality of its customers.

14.2 Pattern of non-compliance. CampaignLark may suspend or terminate your Affiliate Account, withhold or cancel Commissions, and take any other action under clause 13.4 if your Referred Network does not align with the Acceptable Use Policy and CampaignLark reasonably determines that a consistent pattern exists. A consistent pattern may be indicated by, for example:

1. multiple Referred Customers being suspended, restricted or terminated for breaches of the Acceptable Use Policy;
2. Referred Customers generating email complaint, bounce, spam-trap or blocklisting rates, or SMS opt-out, complaint or carrier-filtering rates, materially higher than CampaignLark's customer average;
3. Referred Customers sending spam, unsolicited SMS, phishing or smishing, malware, scams, or any other content or messages prohibited or restricted by the Acceptable Use Policy;
4. Referred Customers using purchased, rented or scraped email lists or phone number lists, or messaging recipients without valid consent;
5. Referred Customers attracting regulatory complaints, carrier notices or enforcement action; or
6. your promotional content attracting users who intend to misuse the Services, such as by marketing CampaignLark as a way to send bulk email or SMS without consent or to evade other providers' restrictions.

14.3 No intent required. CampaignLark may act under clause 14.2 whether or not you knew of, intended or participated in the misuse by your Referred Customers. However, where CampaignLark is satisfied that you acted in good faith, it may first issue a warning and give you a reasonable opportunity to change your promotional practices.

14.4 Commissions on non-compliant customers. No Commission (including any First-Month Payout) is payable for any Referred Customer whose account is suspended or terminated for breach of the Acceptable Use Policy or Terms of Service, and any Commission already paid for such a Referred Customer may be recovered under clause 10.

14.5 CampaignLark's rights over customers. Nothing in this Agreement limits CampaignLark's right to review, restrict, suspend or terminate any Referred Customer's account in accordance with its Terms of Service, and CampaignLark has no liability to you for doing so.

15.1 Limited licence. Subject to this Agreement, CampaignLark grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the CampaignLark name, logos and marketing materials provided through the Program ("CampaignLark Marks") solely to promote the Services through your Affiliate Links in accordance with this Agreement and any brand guidelines CampaignLark provides.

15.2 Restrictions. You must not:

1. alter, distort, animate or combine the CampaignLark Marks with any other mark, name or logo;
2. use the CampaignLark Marks in a way that suggests CampaignLark sponsors, endorses or is affiliated with you, your products or your content beyond your status as an affiliate;
3. use the CampaignLark Marks in connection with any content or activity that breaches this Agreement or the Acceptable Use Policy; or
4. register, apply for or use any trademark, business name, domain name, SMS sender ID or social media handle that incorporates or is confusingly similar to any CampaignLark Mark or any Maileroo trademark.

15.3 Ownership. Maileroo Group Pty Ltd and its licensors own all rights, title and interest in the Services, the Program, the Affiliate Dashboard, the tracking technology and the CampaignLark Marks, including all intellectual property rights. All goodwill arising from your use of the CampaignLark Marks accrues to Maileroo Group Pty Ltd. No rights are granted to you except as expressly set out in this Agreement.

15.4 Your content. You retain ownership of the content you create. You grant CampaignLark a worldwide, royalty-free, non-exclusive licence to use, reproduce and display your name, business name, logo and content referring to CampaignLark for the purposes of administering the Program, monitoring compliance and, with your consent, promoting the Program.

15.5 Feedback. If you provide suggestions or feedback about the Services or the Program, CampaignLark may use them without restriction or obligation to you.

15.6 End of licence. The licence in clause 15.1 ends automatically when this Agreement ends or your Affiliate Account is suspended, and you must then promptly remove all CampaignLark Marks and Affiliate Links from your channels.

16.1 General. You must comply with all laws, regulations, industry codes, carrier rules and platform rules that apply to your participation in the Program and your promotional activities, in every jurisdiction where you operate or promote the Services.

16.2 Specific laws. Without limiting clause 16.1, you must comply with, where applicable:

• the Spam Act 2003 (Cth) (which applies to both commercial email and SMS), the US CAN-SPAM Act, the US Telephone Consumer Protection Act, Canada's Anti-Spam Legislation (CASL), the EU ePrivacy Directive and UK Privacy and Electronic Communications Regulations;
• the Telecommunications Act 1997 (Cth), ACMA rules and registered industry codes for SMS, including any requirements relating to sender IDs and scam prevention, and equivalent carrier and messaging industry requirements in other jurisdictions;
• the Privacy Act 1988 (Cth), the EU and UK General Data Protection Regulation, and other privacy and data protection laws;
• the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, and consumer protection and advertising laws in your jurisdiction;
• the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and equivalent laws, and all applicable sanctions laws;
• anti-bribery and anti-corruption laws, including the Criminal Code Act 1995 (Cth), the US Foreign Corrupt Practices Act and the UK Bribery Act 2010; and
• the terms of service of every advertising platform, social network, marketplace, search engine and community you use.

16.3 Consent records. If you promote the Services by email, SMS or other electronic messages, you must hold verifiable consent from each recipient, include a functional unsubscribe or opt-out mechanism and accurate sender identification, honour opt-outs promptly, and provide your consent records to CampaignLark on request.

16.4 Sanctions. You represent and warrant that you are not, and are not owned or controlled by, a sanctioned person, and that you will not promote the Services to, or refer, any person in a sanctioned jurisdiction or on any sanctions list. CampaignLark may withhold any payment it reasonably believes would breach sanctions or anti-money laundering laws.

16.5 Notification. You must notify CampaignLark promptly if you receive any complaint, regulatory inquiry, carrier notice, legal notice or claim relating to your promotion of the Services.

17.1 Your personal information. CampaignLark collects and handles personal information about you in connection with the Program, including identity, contact, tax, payment and verification information, in accordance with its Privacy Policy and applicable privacy laws. This information may be shared with Maileroo Group Pty Ltd's related entities, payment providers, identity verification services, fraud prevention services, tax authorities, professional advisers and law enforcement where required or permitted by law.

17.2 Data you collect. If you collect personal information from visitors to your channels, you are an independent controller of that information and must comply with all applicable privacy laws, including by publishing an accurate privacy policy, obtaining any required consents (including cookie consents), and honouring individuals' rights.

17.3 Referred Customer data. CampaignLark's relationship with each Referred Customer is governed by the CampaignLark Terms of Service and Privacy Policy. Referred Customers are reported to you in anonymised form only. You must not attempt to obtain personal information about Referred Customers, their contacts or their subscribers from CampaignLark, or use any information obtained through the Program to identify or contact them.

17.4 Security. You must implement reasonable technical and organisational measures to protect any personal information you handle in connection with the Program, and notify CampaignLark without undue delay of any data breach that may affect CampaignLark or its customers.

18.1 You must keep CampaignLark's Confidential Information confidential, use it only for the purpose of participating in the Program, and not disclose it to any third party except your professional advisers who are bound by confidentiality obligations, or as required by law.

18.2 Confidential Information does not include information that is or becomes public other than through your breach, was lawfully known to you before disclosure, or is independently developed by you without use of CampaignLark's Confidential Information.

18.3 If you are required by law to disclose Confidential Information, you must, where lawful, give CampaignLark prompt notice so that it can seek a protective order or other remedy.

18.4 On termination of this Agreement or on request, you must return or destroy CampaignLark's Confidential Information in your possession.

18.5 Your obligations under this clause survive termination of this Agreement for three years, or indefinitely for trade secrets and fraud detection information.

19.1 Term. This Agreement starts when you accept it and continues until terminated in accordance with this clause.

19.2 Termination by you. You may terminate this Agreement at any time by closing your Affiliate Account or notifying CampaignLark in writing.

19.3 Termination by CampaignLark for convenience. CampaignLark may terminate this Agreement, or close the Program entirely, for any reason by giving you at least 30 days' notice.

19.4 Suspension or termination for cause. CampaignLark may suspend your participation in the Program, or terminate this Agreement immediately by notice, if:

1. you breach this Agreement, the Terms of Service or the Acceptable Use Policy and (where the breach is capable of remedy) fail to remedy it within 7 days of notice;
2. you commit a material breach, including any breach of clauses 12, 13 or 16;
3. CampaignLark reasonably suspects Fraudulent Activity;
4. your Referred Network shows a consistent pattern of non-alignment with the Acceptable Use Policy under clause 14;
5. your CampaignLark customer account is suspended or terminated;
6. you provide false, misleading or incomplete information, or fail to complete verification;
7. you become insolvent, bankrupt or subject to any form of insolvency administration;
8. your conduct, in CampaignLark's reasonable opinion, brings or is likely to bring CampaignLark or Maileroo Group Pty Ltd into disrepute; or
9. CampaignLark is required to do so by law, a regulator, a carrier or a payment provider.

19.5 Inactive accounts. CampaignLark may deactivate an Affiliate Account that has generated no Referred Customers for 12 consecutive months, subject to clause 7.8.

19.6 Effect of termination. On termination:

1. your Affiliate Links will be deactivated and no further Commissions will accrue for sign-ups after the termination date;
2. you must immediately stop promoting the Services, and remove all Affiliate Links and CampaignLark Marks from your channels;
3. if this Agreement is terminated by you under clause 19.2, by CampaignLark under clause 19.3, or by CampaignLark under clause 19.4(9) for reasons not caused by you, Commissions (including First-Month Payouts) for Referred Customers who signed up before termination remain payable once they satisfy the Qualification Criteria within 90 days after termination, subject to this Agreement, but no Recurring Commission accrues for billing periods paid more than 90 days after termination; and
4. if this Agreement is terminated by CampaignLark under any other paragraph of clause 19.4, all Pending Balances and Available Balances that relate to, or that CampaignLark cannot reasonably separate from, the relevant breach, Fraudulent Activity or non-compliant Referred Customers are forfeited; any remaining Commissions are payable on the basis set out in paragraph 3, subject to set-off; and CampaignLark retains its rights of recovery under clause 10.

19.7 Survival. Clauses 7.9, 8, 9, 10, 13, 14.4, 15.3, 17, 18, 19.6, 19.7, 20, 21, 22, 25 and 26, and any other provision that by its nature is intended to survive, survive termination of this Agreement.

19.8 No compensation. Except for Commissions payable under clause 19.6, CampaignLark is not liable to pay you any compensation, indemnity, goodwill payment or damages because of the suspension or termination of this Agreement or the Program.

20.1 Your warranties. You represent and warrant that:

1. all information you provide to CampaignLark is true, accurate and complete;
2. you have all rights, licences and consents needed to operate your channels and to send any communications you send;
3. your participation in the Program and your promotional activities comply with this Agreement and all applicable laws; and
4. your content and channels do not infringe the intellectual property, privacy or other rights of any person.

20.2 Program provided "as is". To the maximum extent permitted by law, the Program, the Affiliate Dashboard, Affiliate Links, tracking systems and marketing materials are provided "as is" and "as available". CampaignLark excludes all representations, warranties and conditions, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, accuracy, availability and non-infringement.

20.3 Australian Consumer Law. Nothing in this Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by the Australian Consumer Law or any other law that cannot lawfully be excluded or limited ("Non-Excludable Rights"). Where CampaignLark is permitted to limit its liability for a breach of a Non-Excludable Right, its liability is limited, at its option, to resupplying the relevant services or paying the cost of having them resupplied.

21.1 Excluded loss. To the maximum extent permitted by law, CampaignLark and Maileroo Group Pty Ltd are not liable to you, whether in contract, tort (including negligence), statute or otherwise, for any indirect, incidental, special or consequential loss, or for any loss of profits, revenue, anticipated Commissions, business opportunity, goodwill, reputation or data, arising out of or in connection with this Agreement or the Program.

21.2 Liability cap. To the maximum extent permitted by law, CampaignLark's total aggregate liability to you arising out of or in connection with this Agreement or the Program is limited to the greater of the total Commissions paid or payable to you under this Agreement in the 12 months before the event giving rise to the claim, and AUD $100.

21.3 Exceptions. Nothing in this clause limits CampaignLark's obligation to pay Commissions that are validly payable under this Agreement, or any liability that cannot be limited by law, including liability for fraud or for Non-Excludable Rights.

21.4 Contributory acts. CampaignLark's liability is reduced to the extent any loss is caused or contributed to by your act or omission, including any breach of this Agreement or any inaccurate information you provide.

21.5 Time limit for claims. To the extent permitted by law, you must bring any claim against CampaignLark arising out of this Agreement within 12 months after the date on which the cause of action arose.

22.1 You indemnify, and must defend and hold harmless, CampaignLark, Maileroo Group Pty Ltd, its related bodies corporate, and their respective officers, directors, employees, contractors and agents from and against all claims, demands, actions, losses, liabilities, damages, fines, penalties, carrier fines, costs and expenses (including reasonable legal costs on a full indemnity basis) arising out of or in connection with:

1. your breach of this Agreement, the Terms of Service or the Acceptable Use Policy;
2. any Fraudulent Activity by you or any person acting on your behalf;
3. your promotional activities, content or channels, including any claim that they are misleading, deceptive, defamatory or infringing;
4. your breach of any law, including spam, SMS and telemarketing, privacy, consumer protection, tax, sanctions and advertising laws;
5. any incorrect payment details you provide; or
6. any negligent, wrongful or wilful act or omission by you or any person acting on your behalf.

22.2 Your liability under this indemnity is reduced to the extent the loss was caused by CampaignLark's own negligence or wilful misconduct.

22.3 CampaignLark may, at its option, conduct the defence of any third-party claim covered by this indemnity, and you must cooperate fully and at your own cost. You must not settle any such claim without CampaignLark's prior written consent.

23.1 Changes to this Agreement. CampaignLark may amend this Agreement from time to time. CampaignLark will give you at least 14 days' notice of any material change by email or through the Affiliate Dashboard, except where a change is required urgently by law, to address a security issue or to prevent fraud, in which case the change may take effect immediately.

23.2 Acceptance of changes. If you do not agree to a change, you may terminate this Agreement under clause 19.2 before the change takes effect, and clause 19.6(3) will apply. Your continued participation in the Program after a change takes effect constitutes acceptance of the amended Agreement.

23.3 Changes to the Program. CampaignLark may modify, add or remove features of the Program, the Affiliate Dashboard, withdrawal methods, tracking periods and eligibility rules. Where a change materially reduces your rights, CampaignLark will give notice in accordance with clause 23.1. Changes to a Custom Payout Table require your written agreement, unless the Custom Payout Table provides otherwise.

23.4 Current version. The current version of this Agreement will be published on the CampaignLark website and is available on request. The "Last updated" date at the top of this Agreement shows when it was last amended.

24.1 Notices to you. CampaignLark may give notices to you by email to the address registered to your CampaignLark account, through the Affiliate Dashboard, or by in-app notification. A notice is taken to be received when sent by email (unless CampaignLark receives a delivery failure message) or when published in the Affiliate Dashboard.

24.2 Notices to CampaignLark. You must give notices to CampaignLark in writing by email to the affiliate contact address listed in the Contact details section below, or by post to Maileroo Group Pty Ltd's registered address. Notices of legal claims must also be sent by post.

24.3 Electronic communications. You consent to receiving communications from CampaignLark electronically, and agree that electronic communications satisfy any legal requirement that a communication be in writing. Program-related service communications are not marketing messages and cannot be opted out of while you participate in the Program.

25.1 Governing law. This Agreement is governed by the laws of Victoria, Australia, and the Commonwealth of Australia.

25.2 Jurisdiction. Each party submits to the exclusive jurisdiction of the courts of Victoria, Australia, and the courts competent to hear appeals from them.

25.3 Dispute process. Before commencing court proceedings (other than for urgent interlocutory relief), a party must give the other written notice of the dispute with reasonable detail. The parties must then attempt in good faith to resolve the dispute for at least 30 days. If unresolved, either party may refer the dispute to mediation administered by the Resolution Institute in Melbourne, with costs of the mediator shared equally.

25.4 Injunctive relief. Nothing in this clause prevents CampaignLark from seeking urgent injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information or to prevent Fraudulent Activity.

26.1 Entire agreement. This Agreement (including your Payout Table and the policies incorporated by reference) constitutes the entire agreement between the parties about the Program, and supersedes all prior discussions, representations and arrangements about it.

26.2 Assignment. You must not assign, transfer, novate or subcontract any of your rights or obligations under this Agreement without CampaignLark's prior written consent. CampaignLark may assign or novate this Agreement to a related body corporate of Maileroo Group Pty Ltd or to a successor of all or part of the CampaignLark business, by notice to you.

26.3 Severability. If any provision of this Agreement is invalid, unenforceable or unfair, it is read down to the minimum extent necessary, or severed if it cannot be read down, and the remaining provisions continue in full force.

26.4 Waiver. A failure or delay by CampaignLark to exercise any right is not a waiver of that right. A waiver is effective only if in writing and signed by an authorised representative of CampaignLark.

26.5 Force majeure. CampaignLark is not liable for any failure or delay in performing its obligations caused by events beyond its reasonable control, including natural disasters, pandemics, war, terrorism, cyber-attacks, failures of telecommunications, carrier, banking, payment or blockchain networks, labour disputes and acts of government.

26.6 Remedies cumulative. CampaignLark's rights and remedies under this Agreement are cumulative and in addition to any rights or remedies provided by law.

26.7 Discretion. Where this Agreement gives CampaignLark a discretion or allows it to make a determination, CampaignLark will exercise that discretion or make that determination reasonably and in good faith, having regard to its legitimate business interests, including protecting the integrity of the Program, its email and SMS sending reputation and its customers.

26.8 Language. This Agreement is written in English. Any translation is provided for convenience only, and the English version prevails.

26.9 Electronic acceptance. This Agreement may be accepted electronically, and electronic acceptance has the same effect as a signed written agreement.

26.10 Third parties. No person other than CampaignLark, Maileroo Group Pty Ltd, its related bodies corporate and you has any right to enforce any term of this Agreement.

26.11 References to CampaignLark. References in this Agreement to "CampaignLark" are references to Maileroo Group Pty Ltd (ABN 39 691 482 836) in its capacity as operator of the CampaignLark brand and platform.

Questions about this Agreement, tracking disputes and legal notices should be sent to:

Maileroo Group Pty Ltd trading as CampaignLark

ABN 39 691 482 836

Level 14, 333 Collins Street, Melbourne VIC 3000, Australia

Email: legal@campaignlark.com

A copy of this Agreement is available on request.