Referral Program Agreement

Effective starting: March 1st, 2024

1. Preamble

This Referral Agreement ("Agreement") is made and entered into by and between ScaffPlan Pty Ltd, an Australian corporation with its principal place of business at 8-12 Webb Dr, Mount St John QLD 4818 Australia ("ScaffPlan"), and the individual who has joined the Referral Member program by submitting their details on this webpage.

2. Program Description

2.1. Referral Program

ScaffPlan has established the Referral Program to engage individuals who refer potential customers to ScaffPlan and are willing to participate in joint marketing, thought leadership, and other activities designed to generate new business for ScaffPlan.

3. Referral Members

3.1. Eligibility and Appointment

Referral Members are appointed upon application and acceptance to the program and completion of the onboarding process, which includes signing this Agreement and receiving a referral code. Referral Members cannot be an employee or contractor of ScaffPlan. There is no ongoing guarantee of payments.

3.2. Referral Code Usage

If a referral code is found to be listed on a coupon site, the original code will be cancelled, and a new one issued. This will also result in a note on the Referrers account. If the action is repeated, the Referrer will be removed from the Referral Program. Referral codes must be associated on the invoice of any new sale for rewards to be applicable.

3.3. Rewards

Referral Members will receive rewards based on the number of referrals resulting in qualifying new sales of ScaffPlan licenses, subject to the conditions and limitations set forth in this Agreement.

4. Referral Terms

4.1. Referral Fees

For each new sale resulting from a referral and where the referral code was supplied before the associated invoice was produced, a Referrer is eligible to receive a $100AUD reward. This is supplied in the form of one of the following remuneration options, as selected by the Referred during the onboarding process: (a) digital Visa gift card, (b) discount off a ScaffPlan license for the company (if a ScaffPlan user), or (c) 50/50 split between options (a) and (b), if a ScaffPlan user.

4.2. Discount for New Users

Each referred new user will receive a $100AUD discount off their new licence when using the referral code provided to the Referrer.

5. Exclusivity and Non-Competition

5.1. Non-Exclusivity

This Agreement does not grant either Party any exclusive rights or privileges to the other Party's products, services, or customers. Each Party may enter into similar agreements with other parties, provided that doing so does not violate any provision of this Agreement.

5.2. Non-Competition

During the term of this Agreement, the Referrer shall not, directly, or indirectly, engage in any activity that competes with ScaffPlan's business, including but not limited to providing or promoting any software, product, or service that is competitive with ScaffPlan's products or services.

6. Confidentiality

Both Parties agree to keep confidential any non-public information that is received from the other Party during the term of this Agreement, including but not limited to customer lists, proprietary technology, trade secrets, financial data, and marketing plans. Each Party shall use the other Party's confidential information only for the purposes of performing its obligations under this Agreement and shall not disclose such information to any third party without the prior written consent of the disclosing Party.

7. Term and Termination

7.1. Term

This Agreement shall commence on the Date the application to become a ScaffPlan Referral Member was submitted and continue until terminated by either Party as set forth below.

7.2. Termination

Either Party may terminate this Agreement without cause upon written notice to the other Party.

8. Governing Law and Dispute Resolution

The contract shall be governed by the laws of the State of Queensland, Australia and the parties hereby submit to the exclusive jurisdiction of the courts of the State. Any dispute, controversy, or claim arising out of or in connection with this Agreement shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules in force at the date of this Agreement. The place of arbitration shall be Queensland, Australia, and the language of the arbitration shall be English.

9. Miscellaneous

9.1. Notices

All notices, requests, or other communications required or permitted by this Agreement shall be in writing and shall be deemed given when delivered personally or by overnight courier, or three (3) days after being sent by certified or registered mail, postage prepaid, return receipt requested, to the addresses of the Parties set forth at the beginning of this Agreement or to such other address as either Party may designate by notice to the other Party.

9.2. Entire Agreement

This Agreement, together with any exhibits or attachments, constitutes the entire understanding and agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, whether written or oral, relating thereto.

9.3. Amendments

This Agreement may only be amended or modified by a written document executed by both Parties.

9.4. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision.

9.5. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

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