BY CLICKING THE “BECOME A PTXCHANGE AFFILIATE” BUTTON AS PART OF THE PTXCHANGE AFFILIATE APPLICATION PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE ” AGREEMENT”) GOVERNING THE PTXCHANGE AFFILIATE PROGRAM (THE “PROGRAM”). UPON PRIXCAR’S ACCEPTANCE OF YOUR APPLICATION TO BECOME AN AFFILIATE (“AFFILIATE”), YOU AGREE THAT THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR ANY OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORISED AND HAVE BEEN GIVEN ALL NECESSARY LEGAL AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT PARTICIPATE IN THE PROGRAM. THE “EFFECTIVE DATE” OF THIS AGREEMENT SHALL BE THE DATE THAT PRIXCAR NOTIFIES YOU IN WRITING (SUCH WRITTEN NOTICE MAY BE VIA EMAIL) THAT YOU HAVE BEEN ACCEPTED INTO THE PROGRAM.

This Agreement governs Affiliate’s enrollment and participation in the PTXchange Affiliate Program. You represent that you have read and understand all of the provisions of this Agreement. You must accept this Agreement before you can participate in the Program. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. You agree that this Agreement is the complete and exclusive statement of our Agreement relating to the Program and supersedes all prior agreements and other communications relating to the program.

  1. This Master Partner Agreement (“Agreement”) is made effective as of the date that Affiliate is notified in writing (such written notice may be via email) that you have been accepted into the Program and that such agreement is between PrixCar Transport Services Pty. Ltd. (“PrixCar”) and Affiliate.
  1. This Agreement includes the master partner terms and conditions that will govern the PTXchange Affiliate Program (“Program”) signed by Affiliate and PrixCar and that is either attached to or makes reference to this Agreement.
  1. This Agreement is effective from the Effective Date until 30 days written notice is given by either party to terminate the Agreement.
  1. Affiliate will have access to certain specified benefits (“Benefits”) as outlined in the Program, which may be related to specified PrixCar offerings and services and may be offered in exchange for corresponding fees. PrixCar will use reasonable commercial efforts to provide the Benefits, but reserves the right to change any Benefit offered or provided under the Program upon 30 days’ prior written notice. Benefits may include access to PrixCar software solutions (the “Solutions”), access to certain technical support services and/or technical information and bulletins and other technical content (“Technical Services”), and access to PrixCar websites. Access to these resources is governed by PrixCar applicable licenses and terms of use that accompany such products or services, as modified from time to time by PrixCar.
  1. Modifications by PrixCar. Upon 30 days’ prior notice to Affiliate, PrixCar, in its sole discretion, reserves the right to modify the terms of a Program, Benefits and/or PrixCar’s policies and procedures. Such changes will become effective at the end of the notice period. Affiliate’s continued participation in a Program following such notice will constitute acceptance of the change. If a modification is unacceptable to Affiliate, Affiliate’s only recourse is to terminate its participation in the Program within 30 days of such notice, whereupon its participation in the Program will be cancelled.
  1. Training/Services. Benefits may include various training programs or additional services offered by PrixCar from time to time. Such programs are subject to availability and may be subject to additional fees.
  1. Trademarks, Intellectual Property, Confidential Information
  1. PrixCar grants Affiliate a non-exclusive, non-transferable, limited license to use those PrixCar and PTXchange trademarks, logos, and related images (collectively, “Marks”) provided under a Program to exercise the rights granted to Affiliate under the Program. PrixCar may revoke this license at any time in its discretion. Affiliate’s use of the Marks shall conform to any published PrixCar and PTXchange trademark usage guidelines, as developed and amended by PrixCar from time to time, and all use by Affiliate of the Marks shall inure to the benefit of PrixCar. PrixCar trademark usage guidelines can be found at http://ptxchange.com.au/legal/trademark-usage/.
  2. Intellectual Property. Any PrixCar Solutions (including any associated documents and designs) provided to Affiliate in connection with the Program, and all intellectual property rights therein, shall remain the sole and exclusive property of PrixCar, its Partners and its licensors.
  3. Confidential Information. As used in this Agreement, “Confidential Information” means any and all data and information of a confidential nature, either marked as such or that the receiving party knows or should know that the other party regards as confidential, including, but not limited to, End User Data (as defined below), business practices, software, technical information, programming/design techniques or plans, know-how, trade secrets, prospects, customers, end users, suppliers, development plans, or projects. “End User Data” means any data, information, or other materials of any nature whatsoever, provided to a party by an end user of the PrixCar Solutions, including any data otherwise captured or generated by such Solutions. Confidential Information may be communicated orally, in writing or in any other recorded or tangible form. Neither PrixCar nor Affiliate shall make use of, disseminate, or in any way discloses the other party’s Confidential Information (including End User Data), except to the extent necessary for its performance under a Program. Each party shall treat Confidential Information with the same degree of care as it accords to its own confidential information, but in no event less than reasonable care, and may disclose Confidential Information only to those of its employees and consultants who need to know such information and who have previously agreed in writing to be bound by terms and conditions at least as protective of such Confidential Information as are these terms and conditions. The receiving party’s obligations under this section will not apply to information that such party can document:
  4. is or becomes generally available to the public through no fault or breach of such party;
  5. was in such party’s possession free of any obligation of confidence at the time it was communicated to such party by the disclosing party, or at a later time is rightfully received by such party from a third party without restriction and without breach of any obligation owed to the disclosing party; or
  6. Was developed by employees, agents, or consultants of such party independently of and without reference to any information communicated to such party by the disclosing party.
  1. Term and Termination
  1. The term of a Program is set forth in a Program Addendum. If not set forth in a Program Addendum, the term of a Program coincides with the term of this Agreement. PrixCar, in its sole discretion, may terminate this Agreement, a Program or Benefit without cause upon 30 days’ prior written notice to Affiliate. In addition, if either party breaches a material term of this Agreement or a Program Addendum, the other party may terminate this Agreement if the breaching party does not cure such breach within ten (10) calendar days after receiving written notice of such breach. Upon termination or expiration of this Agreement, all Programs and Benefits shall similarly terminate and all related licenses to any and all PrixCar Solutions, Technical Services, Confidential Information or Marks made available as a result of this Agreement or the Program shall terminate, and all such materials and tangible embodiments thereof shall be returned or destroyed. The termination or expiration of any particular Benefit shall not result in the termination of the Program or any other Benefits in existence as of such termination date, unless expressly so provided.
  2. All provisions herein relating to confidentiality, intellectual property and indemnification shall survive expiration or earlier termination of this Agreement or any Program Addendum for any reason.
  1. Limited Warranties
  1. By Affiliate. Affiliate warrants that it will: (i) perform its obligations hereunder and otherwise conduct its business in a manner that reflects favorably upon PrixCar, the Solutions and the Marks; and (ii) refrain from deceptive, misleading or unethical business practices of any kind.
  2. By PrixCar. PrixCar warrants that it will use reasonable commercial efforts to provide the Benefits in a professional manner. Any Solutions and Technical Services provided by PrixCar are subject to the warranty provisions contained in the separate PrixCar published terms of use for such items.
  3. Except for the foregoing limited warranties, and to the maximum extent permitted by law, PrixCar disclaims all other warranties, express, implied, or statutory (including warranties of merchantability, fitness and non-infringement), related to the benefits, solutions and services provided under a program addendum. Neither Affiliate, nor any of its employees or agents, has any right to make any representation, warranty, or promise to any third party on behalf of PrixCar that is not (a) contained in PrixCar standard published terms, or (b) specifically authorised in writing by PrixCar.
  1. Imdemnity
  1. By PrixCar. PrixCar shall defend, indemnify and hold Affiliate harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Affiliate by a third party alleging that the authorised use of the Program, Solutions or Benefits, as contemplated hereunder, or any content originating with PrixCar and published by PrixCar on the PTXchange infringes, misappropriates or violates any intellectual property rights of a third party; provided, that Affiliate (a) promptly gives written notice of the Claim to PrixCar; (b) gives PrixCar sole control of the defense and settlement of the Claim (provided that Affiliate may not settle any Claim without PrixCar’s prior written consent unless it unconditionally releases PrixCar of all liability); and (c) provides to PrixCar all reasonable assistance.
  2. By Affiliate. Affiliate shall defend, indemnify and hold PrixCar harmless against any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with Claims made or brought against PrixCar by a third party alleging (i) that any data, materials or information provided by Affiliate, or Affiliate’s use of the Program, Solutions or Benefits in violation of this Agreement, or Affiliate’s products or services, including Affiliate’s Applications infringes, misappropriates or violates any intellectual property rights of, or has otherwise violated applicable law with respect to, a third party, (ii) Affiliate’s breach of any representation, warranty, or agreement relating to Affiliate’s products and services, including Affiliate’s Application; (iii) a breach of any warranty or representation made by Affiliate or its agents that differs from the warranty provided by PrixCar for the relevant service or Solution; provided, that PrixCar (a) promptly gives Affiliate written notice of the Claim; (b) gives Affiliate sole control of the defense and settlement of the Claim (provided that Affiliate may not settle any Claim without the prior written consent of PrixCar unless it unconditionally releases PrixCar of all liability); and (c) provides to Affiliate all reasonable assistance.
  3. Cooperation on Disputes. Affiliate shall cooperate with PrixCar in regard to any inquiry, dispute or controversy in which PrixCar may become involved and of which Affiliate may have knowledge. Such cooperation shall include disclosure of relevant documents and financial information, and interviews of Affiliate’s personnel.
  1. Limitations of Liability.
  1. Except with respect to each party’s indemnification obligations hereunder, in no event shall either party be liable to the other party for any incidental, indirect, special, consequential or punitive damages, regardless of the nature of the claim, including, without limitation, lost profits, business interruption, lost or damaged data or documentation or liabilities to third parties arising from any source, even if such party has been advised of the possibility of such damages. This limitation is intended to apply without regard to whether other provisions of this agreement have been breached or have proven ineffective. The cumulative liability of PrixCar to affiliates for all claims arising from or relating to this agreement including, without limitation, any cause of action sounding in contract, tort, or strict liability, shall not exceed the greater of (I) all commissions and royalties paid or payable by PrixCar to affiliates under the agreement or (II) the total amount of all fees having been paid to PrixCar by Affiliate under this agreement, in each case during the 12-month period preceding the event giving rise to the relevant liability.
  2. Essential Basis. The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the Parties and shall apply notwithstanding the failure of their essential purpose.
  1. Miscelaneous
  1. Governing Law. This Agreement and each Program Addendum shall be governed in accordance with the laws of the State of Victoria. Any disputes, actions, or claims arising out of this Agreement or a Program Addendum will be subject to the exclusive jurisdiction of the state and federal courts located in Melbourne, Victoria. In any action to enforce either party’s rights, the prevailing party shall be entitled to recover its reasonable costs and attorneys’ fees.
  2. No Agency. Nothing contained herein, or in a Program Addendum, shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties, and neither party has the authority to bind or incur any obligation on behalf of the other.
  3. These terms and each executed Program Addendum set forth the entire agreement and understanding between the parties, and supersede and merge all prior oral and written agreements, discussions and understandings between the parties, with respect to the subject matter hereof. Any amendment to these terms or a Program Addendum must be in writing and signed by both PrixCar and Affiliate, except as provided above.
  4. If a court holds any of these terms to be unenforceable or invalid, such unenforceability or invalidity shall not render the remaining terms unenforceable or invalid as a whole, and, in such event, such provision shall be interpreted so as to best accomplish the objectives of the invalid provision.
  5. The waiver by a party of a breach of any provisions contained herein shall be deemed effective only when in writing and shall in no way be construed as a waiver of any succeeding breach of such provision or the waiver of the provision itself.
  6. Affiliate shall not assign its rights or delegate its obligations under this Agreement or a Program Addendum without PrixCar’s prior written consent and, in the absence of such consent, any purported assignment or delegation by Affiliate shall be null, void and of no effect. Otherwise, this Agreement shall be binding upon and inure to the benefit of PrixCar and Affiliate and their successors and permitted assigns.
  7. Export Control. Affiliate will not export, directly or indirectly, any technical data or Solution received from PrixCar to any country or end user for which the Australian Government requires an export license or other government approval without first obtaining such license or approval.
  8. Marketing; Publicity. Affiliate consents to publication of its name by PrixCar as an Affiliate of the Program or any applicable component thereof. PrixCar authorises Affiliate to include in its marketing or product distributions, marketing materials about the PrixCar Solutions that PrixCar has prepared and provided to Affiliate for this purpose. Affiliate shall not alter, modify, or otherwise change any material provided to it by PrixCar. Affiliate may also use other marketing materials of its own to promote the PrixCar Solutions, but PrixCar must approve all such marketing materials in advance in writing. PrixCar shall have sole authority to approve any and all press releases, announcements, or similar materials mentioning PrixCar, and Affiliate shall have sole authority to approve the use of its name in any marketing or other materials submitted to any public source. Neither party shall unreasonably withhold its approval in connection with a request under this section.
  9. PrixCar will notify Affiliate of any revisions to a Program or its guidelines via e-mail. Other communications from PrixCar sent via e-mail include billing notifications, notices of promotions, invitations to events, and any other matters regarding the administration of the Program excluding notices with respect to termination of a Program. Affiliate may communicate by e-mail with PrixCar to affiliates@ptxchange.com.au regarding billing discrepancies and to request clarification of any policy or procedure in this Agreement or a Program Addendum. Affiliate will provide PrixCar with an e-mail address to receive official communications and shall be responsible for advising PrixCar of any changes to this email address.
  1. Commission Model
  1. Affiliate will earn a commission of four percent (4%) for each qualified referred sale (“Qualified Sale”).
  2. A Qualified Sale means a vehicle booking to a PrixCar customer:
    1. who pays in full, and
    2. who does not cancel the booking for a minimum of 60 days from the date of initial purchase, and
    3. to which Affiliate was assigned as Referring Affiliate (see section (k) Partner Assignments below).
    4. against which the quote was obtained via the PTXchange.
  1. Terms
  1. All commissions are paid in Australian Dollars. Affiliate can choose to receive commissions either by cheque or Direct Bank Deposit. PrixCar is not responsible for any fees charged to Affiliate by the Affiliate’s bank.
  2. Commissions will be paid by the 20th of the month following each month in which a customer pays, in full or in part, for a Service Package. Should the 20th of the month fall on a weekend or Australian holiday, commissions will be paid the next business day following the weekend or holiday.
  3. In the event (i) a Booking fee is refunded back to a customer or (ii) a customer cancels the Booking before 60 days have elapsed from the date of initial purchase, PrixCar may claw back the associated commission paid to Affiliate. Any resulting amounts owed to PrixCar by Affiliate may, in PrixCar’s sole discretion, be deducted from the balance of any commissions earned by Affiliate that are unpaid as of the date PrixCar claws back the commission associated with the cancelled Booking. Alternatively, PrixCar may, in its sole discretion, invoice Affiliate for any commission PrixCar paid to Affiliate that was associated with a cancelled Booking and Affiliate agrees to pay such invoice promptly.
  4. In the event a commission is paid to Affiliate in error, PrixCar reserves the right to claw back such commission for a period of up to 90 days from the sale date (the “Error Claw Back Period”). Any resulting amount owed to PrixCar by Affiliate may, in PrixCar’s sole discretion, be deducted from commissions earned by Affiliate that are unpaid as of the date PrixCar claws back the commission paid in error. If no commissions are owed by PrixCar to Affiliate during the Error Claw Back Period, PrixCar may invoice Affiliate for the commission paid in error before the expiration of the Error Claw Back Period and Affiliate agrees to pay such invoice promptly notwithstanding the expiration of the Error
  5. Claw Back Period. In addition, PrixCar may, in its sole discretion, deduct any commission paid in error from commissions earned by Affiliate after the expiration of the Error Claw Back Period so long as PrixCar has invoiced Affiliate for the commission paid in error before the expiration of the Error Claw Back Period.
  6. PrixCar will have the sole right and responsibility for processing all bookings placed by a customer, and Affiliate acknowledges that all agreements relating to sales of PrixCar vehicle transport to a customer shall be between PrixCar and the customer.
  7. PrixCar reserves the right to withhold or reverse commissions if Affiliate is in breach of the Agreement, or has engaged in any fraudulent activity, including, but not limited to, cookie stuffing, cloaking, or forcing pop-ups.
  8. PrixCar reserves the right to adjust the terms of this Program at any time and will notify Affiliate via email with at least 30 days’ notice.
  9. Acceptable Methods to Refer Leads
    1. Affiliates may refer leads through their unique tracking links.
    2. Affiliates may refer leads when a quote is obtained via a properly included form on their website.
    3. PrixCar will pay a commission to Affiliate only when a customer is referred through one of the acceptable methods.
  10. Lead Registration Length
    1. A quote obtained via Affiliate’s tracking links will set Affiliate as referring affiliate and the referring affiliate status will endure for the life of the quote.
    2. Quotes may be re-obtained. PrixCar will not be liable to pay Affiliate a commission for quotes that have expired.
  11. Affiliate Assignments
    1. Affiliate is not eligible for assignment as referring affiliate on a PrixCar sale for which Affiliate incorrectly used tracking links through which a Quote was obtained.
    2. All sales are subject to an audit of referring affiliate.
  12. Commissionable Items
    1. A Vehicle Transport Booking is the only commissionable item. PrixCar may add additional service packages as commissionable items at any time.
    2. Commissionable items do NOT include subsequent bookings made but a customer independently of the original Quote.