Replica Studios – Affiliate Program Terms

These Terms form a binding agreement between Replica Media Pty Ltd and each participant in Replica’s affiliate program (the “Program”).

The Program enables participants to earn commission by assisting Replica with the promotion of Replica’s suite of AI voice synthesis products (the “Products”).

You should review our Privacy Policy and these Terms carefully and must not participate in the Program if you do not agree to these Terms and our privacy policy.

In these Terms, Replica Media Pty Ltd is referred to as ‘Replica’, 'us', 'we' and 'our', and a participant in the Program is referred to as “you” or “the Affiliate”.

1 Definitions

In this Agreement, the following definitions will apply.

1.1 “Affiliate” or “Affiliates” are the individuals or entities in the affiliate application that intend to participate in the Affiliate Program and who will legally be bound by the Terms and Conditions herein.

1.2 “Customers” are the individuals and legal entities that are the end users of Replica.

1.3 “Affiliate Program” means the program operated by Replica, to which the Affiliates are enrolled and rewarded in the form of monetary compensation for referring customers.

1.4 “Affiliate Link” is the personal link from an affiliate participating in the affiliate program, used to track referrals and commissions. The link is located at the affiliate’s website and promotional channels, and when clicked on by a potential customer, it directs to Replica website.

1.5 “Referral” stands for a potential customer who was led to Replica website with the use of the affiliate link.

1.6 “Commission” means the money that an affiliate earns from each referral that converts into a sale.

1.7 “Abandoned Affiliate Account” means any affiliate account where the Affiliate Dashboard has not been logged into for a period of 12 months, or has no affiliate referrals posted during a period of 6 months.

2. Participation Requirements and Partner Obligations

2.1 The Affiliate may encourage friends, business associates and other people or companies (“Customers”) to use the Products by entering into a subscription agreement with Replica (“Referrals”).

2.2 To be eligible to join the affiliate program, you must agree to the affiliate program terms and conditions and be at least 18 years old.

2.3 In the application, you must provide your full name, website address, and any additional information asked. After signing up for the program, we will review your application. We reserve the right and sole discretion to reject your application, and re-evaluate your application at any point in time.

2.4 You are only allowed to create and use one affiliate account.

2.5 You will receive a confirmation of your participation when the application is approved. After approval, you have direct access to your affiliate dashboard and personal referral link.

2.6 Enterprise customers of Replica (i.e. parties who have entered into a negotiated enterprise agreement with Replica, as opposed to holders of the subscriptions Replica makes available to the general public) are not eligible to participate in the Program.

2.7 If you are eligible to join the Program, you must register for the Program on Replica’s website (the “Website”) and create a Program account. When registering, you agree to:

(a) provide true, accurate, current, and complete information;

(b) maintain and update this information to keep it true, accurate, current, and complete;

(d) not transfer or share your account with any third party; and

(e) immediately notify us of any suspected or actual unauthorized use of your account or breach of security. You are solely responsible for all activities that occur under your account, whether or not you authorized the activity, and we are not liable for any loss or damage to you or any third party arising from your failure to comply with any of the foregoing obligations.

2.8 As a participant in the program, you have the right to market and promote the products and services of Replica. To do this, you may use marketing materials from Replica, provided through your affiliate dashboard, such as available banners and guidebooks.

2.9 The affiliate is responsible for keeping company information in their promotions up to date. For example, if there is a change in pricing, package, or service at Replica, it's the affiliate’s sole responsibility that information is updated.

3. Referrals

3.1 Replica operates the Affiliate Program using first-touch identification. This means that the Affiliate whose link was clicked first by Customer, will be attributed to the referral. Referrals become permanently linked with their Affiliates upon conversion.

3.2 Referrals made by the Affiliate to Customers must contain the unique weblink provided to the Affiliate by Replica (the “Unique Link”). If a Customer enters into a subscription agreement with Replica by using the Unique Link, within 60 days of the Referral being made, this will be tracked by Replica’s third party services provider Rewardful and Replica will be notified.

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4. Affiliate Commission

4.1 If Replica is notified within 60 days after a Referral is made by the Affiliate that a Customer has entered into a subscription agreement with Replica using the Unique Link, Replica will pay the Affiliate 25% of all subscription fees paid by the referred Customers to Replica Media pursuant to the relevant subscription agreement, for a maximum of six months. If the relevant subscription agreement lasts longer than six months, no further amounts will be payable to the Affiliate in respect of the period of that subscription subsequent to the first six months.

4.2 Commission payments under clause 4.1 will be made to the Affiliate by Rewardful on Replica’s behalf in accordance with the payment terms under Rewardful’s terms of service. In order to participate in the Program you must agree to Rewardful’s terms of service.

4.3 We pay commission latest on the 15th (AEST) of each month, or subsequent business day in the case the 15th falling on a weekend, or public holiday. This is for commission accumulated the month before. Our minimum threshold is 100 USD. Our payout method is PayPal. It is the affiliate’s responsibility to have an accurate and working PayPal email address updated in their affiliate dashboard.

5. Intellectual property rights

5.1 Unless otherwise indicated, Replica owns or licenses from third parties all rights, title and interest (including copyright, designs, patents, trademarks and other intellectual property rights) in the Program and the Website and in all of the material (including all text, graphics, and logos) made available as part of or in connection with them (Content).

5.2 Your use of the Website does not grant or transfer to you any rights of ownership of in relation to the Website or the Content. However we grant you the right to access the Website and the Content on the terms and conditions set out in these Terms and, where applicable, as expressly authorised by us and/or our third party licensors.

5.3 Any reproduction or redistribution of the Content, except as expressly permitted under these Terms, is prohibited and may result in civil and criminal penalties.

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6. Indemnity

6.1 You indemnify us from and against all claims, costs, damage, and loss arising from any breach by you of your obligations or warranties in this Agreement.

7. Prohibited Activity

7.1 You must not, in connection with your use of the Website or your participation in the Program:

(a) act in any manner which is inconsistent with any applicable laws, statutes,and regulations, or inconsistent with the licence terms and conditions which apply to any third party software;

(b) engage in any criminal or tortious activity or the infringement of intellectual property rights;

(d) reverse engineer, decompile, disassemble, or attempt to obtain the source code of, the Website or the Content;

(e) delete, circumvent or alter any legal notices, rights management information or technological protection measures within the Website;

(f) engage in any malicious activity in connection with the Program or the Website, or any activity which may overload or harm our servers or other infrastructure;

(g) engage in data harvesting or any similar activity;

(h) engage in any activity that involves the use of viruses, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment, or otherwise permit the unauthorised use of or access to a computer or a computer network;

(i) interfere with the use of the Website or the participation in the Program by others, including but not limited to interfering with the computer systems which support the Website, overloading a service, engaging in a denial-of-service attack, or attempting to disable a host;

(j) permit, encourage or assist any other person to do any of the above.

(“Prohibited Activity”).

7.2 We may suspend or terminate your participation in the Program if:

(a) we reasonably believe that you have engaged in Prohibited Activity, or have breached these Terms;

(b) you do not co-operate with any reasonable investigation by us of any suspected breach of these Terms; or

7.3 You must co-operate with us in relation to any reasonable investigation by us of technical problems or security problems in connection with the Program or the Website, or any suspected breach of these Terms.

7.4 Paid promotions and PPC bidding on the following keywords, and misspellings of these, are not allowed: Replica, Replica discount, Replica coupon. It can’t be separate or in combination with other keywords. In order to use any Replica related keywords through paid advertising, you need prior approval of one of our affiliate managers.

7.5 We do not work with discount and coupon websites. Coupon codes are not provided to affiliates. Affiliates that display invalid discount codes on their websites or in their promotions will be removed from the affiliate program. Any misleading information to set an affiliate cookie on the potential customer's device is forbidden. This includes any campaigns that aim to mislead the potential customer by representing Replica or Replica Studios.

7.6 Self-referrals are forbidden. This means you can not refer yourself, your immediate family, or the company you work for. You will not receive commission on self-referrals.

7.6 The affiliate shall act in Replica interest and in compliance with all relevant and applicable regulations and ethical standards.

8. Termination of Program

8.1 We may terminate the Program at any time in our discretion, on 30 days notice.

8.2 The company may terminate your affiliate Agreement or suspend access to the affiliate program with immediate effect and without prior notice in the circumstances of fraud and abuse. In this instance, any commissions pending will be voided.

8.2 We may make amendments to the Affiliate Terms and Conditions that do materially adversely affect your benefits under the Program by giving you thirty 30 days’ notice (“Amendment Notice Period”) in advance prior to its effectiveness by displaying the notification in your Affiliate dashboard.

8.3 Should you disagree with such an amendment, you may terminate this Agreement within the Amendment Notice Period, effective on its expiry by informing us in writing.

8.4 If we terminate the Program, you will remain entitled to any payments you may be due under clause 3.1 in respect of Referrals made prior to termination of the Program.

8.5 When an affiliate account is terminated by the affiliate, unpaid commission above the minimum threshold of 100 USD will be paid out. Any commissions pending under 100 USD will be voided.

9. Confidentiality

9.1 We may from time to time provide participants in the Program with information regarding our Products, including information about forthcoming Product releases, and marketing information. All such information is, unless we inform you otherwise in writing, confidential and you must not disclose it to any third party, except as required by law.

10. Limitation of Liability

10.1 To the maximum extent permitted at law, we do not make any warranties in respect of the Program or Website, including but not limited to that the Program or the Website will meet your requirements or will achieve any particular result, or that the Program or the Website or will be uninterrupted or will be error free.

10.2 To the maximum extent permitted by law, including the Australian Consumer Law, in no event shall we be liable for any indirect loss, damage or expense, loss of profits, loss of revenue, loss of data, loss of or damage to reputation, loss of or damage to goodwill, loss of business opportunities (including opportunities to enter into or complete arrangements with third parties), loss of management time, damage to credit rating, loss of business, or any other loss not arising naturally from the relevant breach – irrespective of the manner in which it occurs – which may be suffered due to your use of the Website or your participation in the Program, or as a result of the inaccessibility of the Website and/or the fact that certain information or materials contained on it are incorrect, incomplete or not up-to-date.

10.3 To the extent that we have any liability to you, our total aggregate liability to you in connection with any breach of these Terms by us in connection with the supply of any services to you under these Terms (excluding a failure by us to make payments to you which are actually due to you under this Agreement) will be limited at our sole discretion to:

(a) the resupply of the relevant services to you; or

(b) the payment of the cost of having the relevant services supplied to you again.

11. General

11.1 These Terms, together with the Privacy Policy, and the terms of any other notices or instructions given to you under these Terms supersede all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and us relating to your participation in the Program, use of the Website and the other matters dealt with in these Terms.

11.2 To the extent of any inconsistency between these Terms and any other terms in relation to the Program, these Terms will prevail.

11.3 You may not assign or transfer any rights under this Agreement to any third party without our prior written consent.

11.4 If any part or provision of these Terms is invalid, unenforceable, or in conflict with any law, that part or provision is excised from this Agreement and the remainder of the Agreement will be unaffected.

11.5 These Terms are governed by the law of Queensland, Australia and you submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Queensland.

11.6 These Terms may be amended by us from time to time. We will notify you of any such amendments. Your continued participation in the Program following the date such amendments take effect will be deemed to be acceptance of any amended Terms. If we notify you of changes to these Terms, you may terminate your participation in the Program by giving us 24 hour’s written notice before the date the amended Terms take effect. If you provide us with such notice, your participation in the Program will terminate on the date the amended Terms take effect.

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