Rewards, Referral, Affiliate and Collaboration Program Terms

1. About these Program Terms

These Rewards, Referral, Affiliate and Collaboration Program Terms (Program Terms) are issued by GNR Media Pty Ltd, ABN 80 668 188 289, trading as GNR Media (GNR Media, we, us or our).

They apply when a business or professional participant earns or seeks rewards, introduces a prospective client, promotes GNR Media through an affiliate link or code, co-sells or co-delivers an offer, receives a commission, fee split or revenue share, or otherwise participates in a program identified as a GNR Media rewards, referral, affiliate, partner or collaboration program.

A person or organisation participating in a Program is called a Participant. A Participant may also be a Client under the Terms and Conditions, but a Participant does not need to purchase a GNR Media subscription unless the applicable Program Card requires it.

2. Relationship with other documents

Depending on the arrangement, the agreement may include:

1. an expressly accepted negotiated agreement, Order, Program Card or Collaboration Card;
2. these Program Terms;
3. the Terms and Conditions;
4. the Privacy Policy and Cookie Policy;
5. the Data Processing Addendum, where GNR Media processes personal data on another party's behalf;
6. the Content and Rights Complaints Policy; and
7. campaign instructions, approved brand guidelines, current offer descriptions and other written operating requirements supplied for the Program.

If documents conflict on a Program-specific commercial matter, the expressly accepted negotiated agreement or applicable Card prevails, followed by these Program Terms and then the general Terms and Conditions. Mandatory data-transfer clauses and the order of precedence in the Data Processing Addendum apply to covered personal-data processing.

These Program Terms do not replace a separate customer contract for the Services purchased by a referred or jointly acquired customer. A customer's purchase remains governed by the terms presented to that customer.

3. Program structure and tracks

GNR Media may operate one or more of the following tracks:

A Participant may participate in more than one track. Each track is assessed separately unless the Card expressly combines them. A referral commission is not automatically added to a collaboration fee split for the same transaction.

GNR Media may offer different terms to different Participants based on the Program, role, contribution, market, volume, customer segment, commercial risk and services involved. Different terms do not create an entitlement to another Participant's rate or benefit.

4. Eligibility, authority and enrolment

4.1 Business participation only

The Programs are offered only for trade, business, craft or professional purposes. They are not offered for personal, family or household participation. A Participant must be at least 18 years old and legally able to enter a binding agreement.

4.2 Authority

A person accepting for a company, trust, partnership, association or other organisation confirms that they have authority to bind it. The organisation is the Participant and is responsible for its personnel, contractors and approved sub-affiliates.

4.3 Enrolment and acceptance

A Participant accepts these Program Terms by ticking an acceptance box, accepting a Program Card or Collaboration Card, signing or electronically approving an offer, activating a referral or affiliate account, submitting a claim for a reward or payment, using Program materials, or continuing Program activity after receiving these Program Terms.

4.4 Approval is not automatic

GNR Media may approve, reject, limit or place conditions on an application based on lawful business, compliance, capacity, conflict, quality, brand, security or commercial considerations. Participation is personal to the approved Participant and may not be transferred without written approval.

4.5 Regulated roles and conflicts

A Participant must tell GNR Media before participating if professional, fiduciary, employment, procurement, government, financial-services, legal, medical, accounting, real-estate, insurance, franchise, association or other rules could prohibit or require disclosure of a reward, referral fee, commission or fee split. GNR Media may require evidence of employer, client, member or regulatory approval.

5. Program Cards and Collaboration Cards

The platform may display a Program Card, Rewards Card, Referral Card, Affiliate Card or Collaboration Card. Each accepted Card is a commercial schedule forming part of the agreement.

A Card may state:

• the Program track and approved Participant;
• the qualifying action, lead, sale, customer, campaign, service or joint offer;
• the reward formula, commission rate, fixed fee, fee split or revenue-share percentage;
• the Commission Base and permitted deductions;
• the attribution method, attribution window and treatment of duplicate leads;
• whether a commission applies to the first payment, recurring payments, renewals, upsells or a defined period;
• the validation or hold period, payment frequency, minimum payment threshold and payment currency;
• each party's responsibilities, deliverables, approvals, service standards, costs and customer support duties;
• customer ownership, invoicing responsibility, pricing authority and collection responsibility;
• territory, market, exclusivity, conflicts, term, termination and any post-termination tail; and
• any special tax, privacy, data-processing, brand, intellectual-property or regulated-industry requirements.

5.1 Default settings where a Card is silent

Unless the applicable Card or written agreement states otherwise:

1. the attribution window is 90 days from GNR Media's recorded acceptance of the referral or attributable click;
2. a cash commission applies only to the first cleared customer payment;
3. the validation period is 30 days after the customer payment clears;
4. the minimum cash-payment threshold is AUD $100, with smaller approved balances carried forward;
5. approved cash amounts are paid monthly within 30 days after month-end and receipt of any required valid invoice or tax information;
6. there is no exclusivity;
7. each party pays its own costs; and
8. a valid accepted referral submitted before ordinary termination remains eligible if the qualifying transaction closes within 90 days after termination, but there is no tail following termination for fraud, deliberate misconduct or material breach.

6. Definitions

Affiliate

A Participant approved to promote GNR Media or an approved offer through an attributable link, code, advertisement or campaign.

Card

The applicable Program Card, Rewards Card, Referral Card, Affiliate Card, Collaboration Card or equivalent electronic or written commercial schedule.

Collaboration

An approved co-marketing, co-selling, distribution, co-delivery, joint-offer, fee-split, revenue-share or other shared commercial arrangement.

Commission Base

The revenue or other amount to which the stated rate or split is applied, as defined in the Card or section 12.

Net Collected Revenue

Qualifying revenue actually received and cleared by the party designated in the Card, less the deductions permitted by section 12 or the Card.

Participant Materials

The Participant's names, logos, trade marks, content, media, statements, data, offers, testimonials, instructions and other material supplied or made available for a Program.

Program Materials

GNR Media's platform, Program design, Cards, tracking, links, codes, dashboards, methods, templates, branding, content, training, data models and other GNR intellectual property.

Qualifying Client

A new or otherwise eligible customer that satisfies the Card, attribution and payment requirements.

Qualifying Transaction

A genuine, accepted and paid transaction that satisfies the applicable Card and is not excluded, refunded, reversed, fraudulent or otherwise disqualified.

Referral

A documented introduction or lead submitted through the approved process and accepted by GNR Media as eligible.

Reward

A promotional point, credit, discount, benefit, recognition item, service entitlement or other benefit described in a Card.

Program

Any GNR Media rewards, referral, affiliate, partner, collaborator, distribution, co-selling or revenue-share program governed by these Program Terms.

7. Member Rewards

7.1 How Rewards may be earned

A Card may award Rewards for eligible GNR Media spending, referring a business, completing an approved action, participating in a campaign, contributing approved content or expertise, supporting the Network, achieving a stated milestone or another qualifying activity.

Rewards are earned only after the underlying activity is validated. A dashboard display, pending balance or estimated amount is provisional until confirmed.

7.2 Nature of Rewards

A Reward or point is not money, a deposit, stored value, a gift card, a share, unit, security, financial product, managed-investment interest, partnership interest, dividend right, crypto-asset, token or ownership interest in GNR Media or any other entity. It does not create a right to a future listing, tokenisation, equity release, liquidity event, conversion, distribution of profits or capital return.

A future regulated investment, equity, token or similar offer, if ever made, would require separate documents, eligibility, legal compliance and affirmative acceptance. Nothing in this Program is a promise that such an offer will occur.

7.3 Redemption and limits

The Card or dashboard will state available redemption options, minimum balances, limits, availability and any expiry disclosed before the relevant Reward is earned. If no expiry is disclosed, a confirmed Reward remains available while the account and Program remain active, subject to correction, reversal and a reasonable redemption period if the Program is discontinued.

Rewards cannot be used to pay taxes, third-party advertising spend, pass-through costs or another excluded item unless the redemption offer expressly permits it. A Reward cannot be combined with another offer where the applicable offer says it cannot be combined.

7.4 Corrections and reversals

GNR Media may correct an administrative or technical error and reverse Rewards connected with a refund, chargeback, cancelled transaction, duplicated credit, ineligible activity, fraud, abuse or breach. We will not retrospectively reduce a properly earned, unexpired Reward merely because the Program later changes.

8. Referral arrangements

8.1 Valid Referral

A Referral is potentially eligible only where:

1. the Participant submits it through the approved form, Card, account, tracked link or written introduction;
2. the prospective customer is identifiable and has consented to the introduction or there is another lawful basis for GNR Media to contact them;
3. the prospective customer is not excluded under section 11;
4. the Referral is accepted and recorded by GNR Media; and
5. the prospective customer completes a Qualifying Transaction within the attribution window.

Submitting a name, list, contact record, public profile or unverified lead does not by itself earn a fee. A Participant must not disclose personal contact information merely to reserve attribution.

8.2 New and existing opportunities

Unless a Card states otherwise, a Referral is not eligible if the prospective customer is an active GNR Media client, was already recorded as an active opportunity, had a substantive sales discussion with GNR Media during the preceding 180 days, or was introduced by another accepted source first.

GNR Media may approve an existing opportunity where the Participant creates a new, material and documented commercial contribution. Any such approval and rate must be recorded in the Card or in writing.

8.3 No automatic recurring commission

A referral fee applies to recurring subscription payments, renewals, upgrades, add-ons, related entities or later transactions only if the Card expressly says so. Otherwise, the default is a commission on the first cleared payment only.

9. Affiliate arrangements

9.1 Approved tracking

An Affiliate must use the approved link, code, account, landing page or other attribution method. GNR Media may replace or retire a link, code, offer or campaign and will give reasonable notice where practical.

9.2 Approved promotion

An Affiliate may promote only current, accurate offers and must follow approved brand, pricing, claim and disclosure instructions. GNR Media may require prior approval for paid advertising, email campaigns, comparison content, promotions, discount codes, webinars, events, media releases or co-branded material.

9.3 No unauthorised sub-affiliates

An Affiliate must not appoint a sub-affiliate, broker, reseller, lead generator or other intermediary without written approval. The approved Affiliate remains responsible for every person acting through its account, link or code.

9.4 Tracking limitations

Tracking can be affected by consent choices, browser settings, deleted cookies, device changes, network restrictions, ad blockers, platform outages and customer actions. GNR Media will use reasonable records to assess a timely manual attribution claim but does not guarantee that every visit or transaction can be tracked automatically.

10. Collaboration, fee-split and revenue-share arrangements

A Collaboration may involve co-marketing, co-selling, distribution, introductions, joint offers, co-delivery, implementation, customer support, events, research, content, technology, professional services or another agreed commercial contribution.

10.1 Collaboration Card

No fee split or revenue share applies merely because the parties discuss, test or explore a collaboration. The applicable Collaboration Card or signed commercial schedule must identify the qualifying offer, roles, rate or split, Commission Base, collection method and payment conditions.

10.2 Default invoicing and collection

Unless the Collaboration Card states otherwise, GNR Media controls the GNR Media customer proposal, contract, invoice, collection and refund decision for GNR Media Services. A collaborator must not collect money, vary a price, promise a discount, commit GNR Media to a scope or accept an order on GNR Media's behalf.

10.3 Each party's scope

Each party is responsible for the accuracy, legality, quality, timing, personnel, costs, licences and professional obligations of the work allocated to it. A collaborator must immediately disclose a delay, complaint, conflict, capacity issue or legal restriction likely to affect the customer or joint offer.

10.4 No implied exclusivity or minimum volume

A Collaboration is non-exclusive unless the Card expressly states the territory, market, duration and conditions of exclusivity. Neither party guarantees a minimum number of leads, customers, transactions, projects or revenue.

10.5 Separate service terms

Where a collaborator contracts directly with a customer for its own services, the collaborator must provide its own lawful terms, invoices, privacy disclosures, warranties, insurance and support. It must not state or imply that GNR Media guarantees those services.

11. Qualifying activity and attribution

11.1 Accepted record

GNR Media's CRM, Program platform, tracked link, code, payment and written acceptance records are the primary records used for attribution, subject to correction where reliable evidence shows a material error.

11.2 Duplicate or competing claims

Where more than one person claims the same opportunity, GNR Media will consider the earliest accepted record, consented introduction, existing relationship, attributable link or code, material commercial contribution and the Card. GNR Media may split an amount only where the applicable Participants agree or the evidence shows that a split is fair and consistent with the Program.

11.3 Manual attribution claims

A Participant should raise a missing-attribution claim within 30 days after becoming aware of the relevant purchase or lead. The claim must identify the person or business, date, introduction method, supporting communication and reason the activity should qualify. Delay may make the claim impossible to verify.

11.4 Excluded activity

Unless expressly approved in a Card, no Reward, commission or split is earned for:

• a self-referral, self-purchase or transaction through an entity under substantially the same beneficial ownership or control;
• a purchase by the Participant's employee, contractor or close associate arranged mainly to generate a payment;
• a lead already excluded under section 8.2;
• a fake, duplicate, automated, incentivised, misleading, coerced or unlawfully obtained lead;
• a transaction cancelled, refunded, charged back, unpaid, written off or reasonably suspected of fraud;
• taxes, government charges, advertising spend, pass-through costs or other excluded revenue;
• a transaction made in breach of these Program Terms, another applicable agreement or law; or
• recruiting another Participant where the commercial benefit is not tied to a genuine eligible customer transaction or approved contribution.

12. Calculating commissions and fee splits

12.1 The Card controls

The Card may use a fixed amount, percentage, tier, points formula, milestone payment, fee split, revenue share or another formula. A percentage is applied to the stated Commission Base, not automatically to the customer's total spending.

12.2 Default Commission Base

Where a Card states a percentage but does not define the Commission Base, the percentage applies to Net Collected Revenue from the Qualifying Transaction.

Net Collected Revenue excludes:

1. GST, VAT, sales tax, withholding tax and other government charges;
2. refunds, credits, rebates, discounts, coupons, chargebacks and bad debt;
3. advertising spend, payment-plan interest, financing charges and pass-through third-party costs;
4. payment-processing and currency-conversion fees reasonably attributable to the transaction;
5. domains, hosting, software, stock assets, printing, postage, travel, venues, contractors and other costs expressly excluded in the Card; and
6. amounts for products, services or periods not included in the approved Program.

12.3 Bundled offers

If a qualifying service is sold in a bundle containing excluded items, GNR Media may allocate the collected price among the components using the stated standalone prices or another reasonable, consistently applied method.

12.4 Timing of earning

A cash commission, fee split or revenue share is not finally earned until the relevant payment has cleared, the qualifying conditions are satisfied and the validation period has expired. A dashboard amount may remain pending during that period.

12.5 No double payment

A transaction cannot generate more than one benefit for the same Participant unless the Card expressly permits stacking. Where a Participant qualifies under multiple tracks, GNR Media may apply the single highest applicable benefit or the combination stated in the Card.

13. Payments, invoices, taxes and currency

13.1 Payment prerequisites

Before a cash payment is released, the Participant must provide accurate legal name, address, payment details, tax residence, ABN and GST status where applicable, and any lawfully required tax form, invoice, declaration or identity information. This may include an Australian tax invoice, a United States W-9 or W-8 form, or an equivalent local document.

13.2 Payment cycle and threshold

Payments are made according to the Card. Where the Card is silent, approved balances of at least AUD $100 are paid monthly within 30 days after month-end and receipt of any required valid invoice or tax information. Lower balances are carried forward without interest.

13.3 GST and similar taxes

Unless the Card says otherwise, stated commission rates, fee splits and fixed fees are exclusive of GST. Where a Participant makes a taxable supply and provides a valid tax invoice, GNR Media will pay the applicable GST in addition to the GST-exclusive amount. Equivalent local indirect taxes are handled as required by law and the Card.

13.4 Income tax and withholding

The Participant is responsible for its own income tax, payroll tax, superannuation, social contributions, insurance and reporting obligations. GNR Media may deduct or withhold tax where required by law and may require evidence before applying a treaty or exemption.

13.5 Currency and payment costs

The Card states the payment currency. Where conversion is required, GNR Media may use the payment provider's or financial institution's rate at the time of payment. The Participant bears receiving-bank and intermediary charges unless the Card says otherwise.

13.6 Set-off

GNR Media may set off a confirmed amount the Participant owes GNR Media against a Program payment after giving a statement or explanation. A genuinely disputed amount will not be set off until resolved, except where a temporary reserve is reasonably required for fraud, chargeback, legal or security risk.

14. Refunds, reversals, chargebacks and clawbacks

A Reward, commission, fee split or revenue share may be reversed or recalculated if the related transaction is refunded, credited, cancelled, charged back, unpaid, written off, duplicated, attributed in error, fraudulent or otherwise ineligible.

GNR Media may deduct a reversal from a pending or future Program balance. If there is no sufficient balance, the Participant must repay the confirmed overpayment within 14 days after receiving a statement and supporting explanation.

Where a Collaboration Card allocates responsibility for a refund, service failure, rework, customer credit or chargeback, that allocation applies. Where it does not, each party bears the loss attributable to its own breach, error, non-performance or unlawful conduct, and shared commercial adjustments are allocated in proportion to the original split where no party is at fault.

GNR Media may maintain a reasonable temporary reserve against an amount where there is a documented chargeback, refund, fraud, complaint, legal or collection risk. We will release the undisputed balance when that risk is resolved.

15. Marketing, endorsements and disclosures

15.1 Clear disclosure of the commercial relationship

A Participant must clearly and prominently disclose any commission, fee, Reward, free service, discount, gift, revenue share or other material connection when promoting, reviewing, recommending or endorsing GNR Media or an approved joint offer.

The disclosure must be understandable, close to the relevant claim or link, visible without requiring a person to search for it, and suitable for the medium. Appropriate wording may include Ad, Paid partnership, GNR Media affiliate, GNR Media referral partner or another clear description. Vague labels such as “collab”, “affiliate link” or a general disclosure hidden on another page may be insufficient in some markets.

15.2 Truthful and supportable claims

The Participant must:

• use only current, accurate pricing, inclusions, availability, promotions and approved claims;
• make statements based on genuine experience or reliable evidence;
• not fabricate, purchase, suppress or manipulate reviews, testimonials, clicks, leads or results;
• not promise guaranteed search rankings, AI citations, traffic, leads, customers, revenue, savings or return on investment unless GNR Media has expressly approved a lawful, substantiated guarantee;
• not present an exceptional result as typical without required context;
• not omit a material qualification or create a misleading overall impression; and
• keep reasonable evidence supporting objective claims.

15.3 Corrections and removal

GNR Media may require a Participant to correct, qualify, label, pause or remove content that is inaccurate, outdated, unlawful, misleading, non-compliant, brand-damaging or outside the approved Program. The Participant must act promptly and confirm completion.

15.4 Regulated industries

A Participant in a regulated profession or industry is responsible for required disclosures, client consent, fee-sharing restrictions, referral prohibitions, professional independence, advertising rules and recordkeeping. No Card authorises a payment that applicable law, a regulator, employer, professional body or client mandate prohibits.

16. Email, SMS, calls and outreach

A Participant is responsible for ensuring that its marketing messages, direct messages, telephone calls, texts and other outreach comply with the laws and platform rules applying to the sender, recipient and campaign.

The Participant must:

1. hold and be able to evidence any consent or other lawful basis required before sending a commercial message or making a marketing call;
2. accurately identify the sender and the commercial purpose;
3. provide current contact details and a functional, promptly honoured unsubscribe or opt-out method;
4. respect do-not-call, suppression, objection and withdrawal records;
5. not use purchased, scraped, harvested, unlawfully enriched or deceptively obtained contact lists;
6. not send a message in GNR Media's name or from a GNR Media address, number or account without written approval; and
7. not use automation, bots or account tools in breach of a platform's rules or applicable law.

GNR Media may provide approved copy or tools, but that does not transfer the Participant's sender obligations. A Participant must immediately stop a campaign if GNR Media identifies a material compliance, reputation or deliverability concern.

17. Prohibited conduct

A Participant must not, directly or indirectly:

• create fake, duplicate, misleading, coerced, incentivised or automated leads, clicks, accounts, purchases or reviews;
• use cookie stuffing, forced clicks, adware, spyware, malicious code, hidden redirects, click injection, bots or another deceptive attribution method;
• bid on GNR Media trade marks, misspellings or restricted brand terms in paid search, register confusing domains or social handles, or impersonate GNR Media without written approval;
• claim to be an employee, agent, legal partner, franchisee, authorised representative or exclusive distributor of GNR Media;
• offer an unauthorised discount, refund, warranty, guarantee, credit, scope, service level or contractual commitment;
• send spam, make unlawful telemarketing calls, scrape personal data or ignore an unsubscribe, objection or do-not-call request;
• make a payment, gift or benefit intended to improperly influence an employee, adviser, public official, procurement decision-maker or other person owing a duty to someone else;
• pay or receive a regulated referral fee where prohibited or undisclosed;
• engage in bribery, corruption, money laundering, sanctions evasion, fraud, discrimination, harassment, illegal content or another unlawful act;
• recruit Participants or create multiple levels of compensation in a way that constitutes or resembles an unlawful pyramid, endless-chain, business-opportunity or multi-level marketing scheme;
• reverse engineer, scrape, copy, resell or create a competing service from Program Materials or confidential Program data;
• interfere with tracking, security, reporting, pricing, another Participant's attribution or the operation of a Program; or
• use the Program in a way likely to expose GNR Media, a customer, another Participant or the public to material legal, financial, privacy, security or reputation risk.

A Participant must promptly report suspected fraud, attribution manipulation, bribery, data misuse, account compromise or other serious misconduct to [email protected].

18. Lead data, privacy and security

18.1 Lawful collection and sharing

A Participant must have a lawful basis and required permission to collect and share a prospective customer's personal information. Only the minimum information reasonably needed for the Referral, transaction or Collaboration may be shared.

18.2 Roles

Each party generally acts as an independent controller or business for personal information it decides to collect and use for its own purposes. Where one party processes personal data solely on the documented instructions of the other, the Data Processing Addendum or another compliant processing agreement applies.

18.3 Permitted use

Lead and customer information received through a Program may be used only for the approved introduction, offer, customer relationship, Program administration, compliance, payment and related lawful business purposes. It must not be sold, disclosed, added to an unrelated list or used for unrelated marketing without a separate lawful basis.

18.4 Security and incidents

Each party must apply reasonable technical and organisational safeguards, restrict access to authorised personnel and securely delete or de-identify information when no longer required. A suspected loss, unauthorised disclosure, misuse or security incident affecting Program data must be reported to the other party without undue delay.

GNR Media handles personal information under the Privacy Policy. Cookie and affiliate tracking choices are addressed in the Cookie Policy.

19. Brand, publicity and intellectual property

19.1 GNR Media brand licence to the Participant

During approved participation, GNR Media grants the Participant a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to use the specific GNR Media names, logos, links, codes, copy and creative supplied for the Program, solely for the approved activity and in accordance with current instructions.

The Participant must not alter a trade mark, remove a notice, combine the brand with another mark, suggest a relationship beyond the approved Program, or use GNR Media branding after suspension or termination except to retain a legally required record.

19.2 Participant Materials and automatic Program publicity licence

The Participant retains ownership of Participant Materials. By accepting these Program Terms, the Participant grants GNR Media and its related bodies corporate, successors, assigns, contractors, service providers, publishers, media partners, distribution partners and advertising partners a non-exclusive, worldwide, perpetual, royalty-free, fully paid, transferable and sublicensable licence, to the maximum extent permitted by law, to host, record, copy, store, analyse, edit, adapt, excerpt, translate, reproduce, publish, communicate, distribute, display, promote and create derivative works from Participant Materials and Program results.

GNR Media may identify the Participant as a current or former member, referrer, affiliate, collaborator or commercial partner; display its business name and logo; use genuine feedback, quotes, images, recordings, joint-offer material, Program activity, commissions or revenue-share context and performance results; and create testimonials, case studies, evidence reports, proposals, presentations, award entries, investor material, social content, public relations, sales material and advertising.

GNR Media is not required to request separate permission, submit each use for approval or pay an additional royalty, talent fee or licence fee. The licence survives termination and cannot be withdrawn merely because the Participant later changes its preference, subject to a right that cannot lawfully be excluded. GNR Media must not knowingly fabricate a testimonial or materially misrepresent a genuine statement, relationship or result.

19.3 Program Materials

GNR Media and its licensors retain all rights in Program Materials. Participation does not transfer ownership of the Program, Cards, platform, tracking, data model, processes, templates, content, software, methods, reports, trade marks or know-how.

19.4 Feedback

GNR Media may use suggestions, ideas and feedback to improve, develop and commercialise its Services and Programs without restriction or payment, provided it does not disclose information that remains protected as confidential or personal information contrary to law.

20. Joint offers and co-created material

20.1 Pre-existing intellectual property

Each party retains its pre-existing intellectual property and independently developed material. A Collaboration does not transfer ownership of a party's software, methods, templates, trade marks, customer lists, data, content or know-how.

20.2 Ownership and use of new material

The Collaboration Card should state ownership and permitted use of a joint offer, campaign, report, event, training, content, deliverable, integration or other co-created material. Where the Card is silent:

1. each party owns the original material and intellectual property it contributes;
2. GNR Media owns the Program framework, platform, reusable methods, templates, data structures, automation and improvements;
3. each party receives a non-exclusive licence during the Collaboration to use the approved final joint material for the agreed offer and territory;
4. neither party may use the other party's confidential information or customer list outside the Collaboration; and
5. GNR Media may retain and use approved joint material and results for records, learning, evidence, case studies and publicity under section 19.

20.3 Customer deliverables

Ownership or licence rights in customer-specific deliverables are governed by the customer contract and the Collaboration Card. A collaborator must not promise the customer ownership of GNR Media's reusable materials or third-party intellectual property.

20.4 Content and rights complaints

Rights concerns involving Program content may be reported under the Content and Rights Complaints Policy. Each party must promptly provide evidence and assistance needed to investigate a complaint.

21. Customers, non-circumvention and conflicts

21.1 Customer relationship

Customer ownership, account management, invoicing, renewals, upsells and support are determined by the customer contract and the Card. A Referral does not give the referrer ownership of, control over or unrestricted access to the referred customer's relationship or data.

21.2 No intentional circumvention

Neither party may knowingly structure, redirect, conceal or move a transaction through an affiliate, related entity, employee, alternative invoice or direct contract mainly to avoid a fee, split or commission validly due under an accepted Card.

Unless the Card states another period, this obligation applies during the Card and for 12 months after the last substantive activity concerning the introduced or jointly developed opportunity. It does not prevent ordinary competition, work with the general market, or a relationship demonstrably existing before the Program.

21.3 Conflicts and independence

A Participant must disclose a material conflict, competing mandate, personal interest or duty that could affect the Referral, recommendation or Collaboration. GNR Media may work with other Participants, competitors and providers unless the Card expressly grants limited exclusivity.

21.4 No restriction on customer choice

A customer remains free to choose whether to purchase and from whom. Nothing in these Program Terms authorises misleading pressure, market allocation, price fixing, bid coordination or another anti-competitive arrangement.

22. Records, statements, disputes and audit

22.1 Program records

GNR Media may provide a dashboard, report or statement showing pending, approved, paid, reversed or expired benefits. Program records are evidence of the calculation but may be corrected for a proven error, refund, chargeback, duplicate or fraud.

22.2 Calculation questions

A Participant should raise a calculation or attribution question within 30 days after the relevant statement or payment. The notice must identify the transaction, amount, date and basis of the dispute. The parties will exchange the reasonably necessary records while protecting customer privacy and confidential information.

22.3 Record retention

Each party must retain records reasonably necessary to support Program claims, disclosures, consent, invoices, tax, payments, refunds and compliance for at least seven years or a longer period required by law.

22.4 Compliance verification

On reasonable notice, GNR Media may request copies of relevant promotional content, disclosure evidence, consent records, invoices or other records needed to verify compliance. An audit must be proportionate, protect unrelated confidential information and not unreasonably disrupt the Participant's business.

Where an audit identifies a material underpayment, GNR Media will correct it. Where it identifies an overpayment, fraud or material breach, section 14 and the suspension rights in section 23 apply.

23. Changes, suspension and termination

23.1 Program changes

GNR Media may add, change or discontinue a Program, track, offer, Reward, rate, qualifying action, attribution method, payment threshold, technology or operating requirement. We will give at least 30 days' notice of a material detrimental change before it applies to future activity, unless an urgent legal, fraud, security, platform or third-party issue requires earlier action.

A change does not retrospectively reduce a properly earned and approved cash amount or Reward, except for a correction, refund, chargeback, duplicate, fraud, ineligibility, breach or legal requirement.

23.2 Participant withdrawal

A Participant may stop future Program activity by following the account process or emailing [email protected]. Withdrawal does not cancel an existing customer contract or Collaboration obligation already accepted.

23.3 Suspension or termination by GNR Media

GNR Media may suspend tracking, access, promotion, payment or participation where reasonably necessary to investigate fraud, attribution manipulation, breach, non-payment, customer harm, unlawful conduct, security, privacy, brand misuse, sanctions or material reputation risk.

Where the issue is capable of remedy and immediate suspension is not required, GNR Media will ordinarily give notice and a reasonable opportunity to correct it. GNR Media may terminate immediately for fraud, bribery, deliberate misrepresentation, serious spam, data misuse, security compromise, repeated breach or unlawful activity.

23.4 Effect of termination

On termination:

• the Participant must stop using GNR Media links, codes, confidential information and brand material as directed;
• pending activity is assessed under the applicable Card and these Program Terms;
• valid approved amounts remain payable subject to tax, threshold, reserve, reversal and set-off;
• future recurring payments or a post-termination tail apply only as stated in the Card or the default in section 5.1;
• no tail applies following termination for fraud, deliberate misconduct or material breach;
• confirmed Rewards may be redeemed during any reasonable period stated in the discontinuation notice, unless reversed for fraud, breach or legal necessity; and
• clauses intended to survive, including payment, tax, records, privacy, confidentiality, publicity, intellectual property, non-circumvention, liability and dispute provisions, continue.

24. Independent relationship

Each party operates an independent business and controls its own personnel, working methods, taxes, insurance, equipment and expenses. Neither party has authority to bind the other, accept a contract, incur a debt, make a warranty, collect money, vary a price, admit liability or speak on behalf of the other unless a written instrument expressly grants that authority.

Nothing in these Program Terms overrides a legal classification imposed by the actual relationship and applicable law. The parties must operate consistently with the independent arrangement described here and promptly correct conduct that could create an unintended agency, employment, franchise or fiduciary relationship.

25. Warranties, disclaimers and no guarantee

25.1 Participant warranties

The Participant warrants that:

1. it has authority to enter the Program and provide Participant Materials;
2. its participation, promotion, referrals and services comply with applicable laws, professional rules, contracts and platform requirements;
3. its claims, disclosures, invoices, tax information and Program records are accurate and not misleading;
4. it holds required rights, licences, consents, insurance and approvals;
5. it will not introduce or promote to a person where a payment or contact would be prohibited or undisclosed; and
6. it will perform an allocated Collaboration scope with reasonable care, skill and timeliness.

25.2 No result or income guarantee

GNR Media does not guarantee that a Participant will receive an approval, lead, click, sale, customer, Reward, commission, fee split, revenue, renewal, profit, ranking, audience growth or particular commercial outcome. Results depend on market conditions, customer decisions, pricing, execution, attribution, consent, platform availability and other factors outside GNR Media's control.

25.3 Program is not financial, tax or legal advice

Rewards, commissions and revenue shares are commercial payment arrangements. GNR Media does not provide investment, financial-product, tax, employment, franchise, competition, professional-ethics or other legal advice through the Program. A Participant should obtain advice appropriate to its jurisdiction and circumstances.

25.4 Platform and third-party limitations

GNR Media will use reasonable care in operating the Program, but does not guarantee uninterrupted tracking, dashboards, integrations, links, cookies, codes, payment providers, social platforms, search engines or third-party systems. Where reliable evidence exists, GNR Media will reasonably consider a manual correction.

26. Liability and indemnity

26.1 Non-excludable rights

Nothing in these Program Terms excludes, restricts or modifies a guarantee, right, remedy or liability that cannot lawfully be excluded, including any applicable right under the Australian Consumer Law.

26.2 Excluded loss

To the maximum extent permitted by law, neither party is liable to the other for indirect, special or consequential loss, loss of anticipated profit, loss of opportunity, loss of goodwill or loss caused by a third party, except to the extent such loss forms part of a third-party claim covered by an indemnity or results from fraud, wilful misconduct or a liability that cannot be excluded.

26.3 Liability cap

Subject to section 26.4, each party's aggregate liability arising from a particular Program during any 12-month period is limited to the greater of AUD $5,000 and the total cash amounts paid or payable by GNR Media to the Participant under that Program during the preceding 12 months.

26.4 Matters outside the cap

The cap does not apply to a party's payment obligation, fraud, wilful misconduct, deliberate unlawful conduct, breach of confidentiality, infringement or misuse of the other party's intellectual property, unlawful handling of personal information, bribery, tax liability that party is required to bear, or liability that cannot lawfully be limited.

26.5 Participant indemnity

The Participant indemnifies GNR Media and its personnel against reasonable loss, liability, penalty, refund, chargeback, investigation cost and third-party claim arising from the Participant's unlawful or misleading promotion, spam or telemarketing, unauthorised promise, infringement, data breach, fraud, tax default, regulated referral, allocated Collaboration work or material breach of these Program Terms.

This indemnity is reduced to the extent GNR Media caused or contributed to the loss and is subject to reasonable mitigation, notice and an opportunity for the Participant to assist with the defence where appropriate.

27. General terms, disputes and contact

27.1 Confidentiality

Each party must protect non-public commercial, customer, pricing, technical, security and Program information received in confidence and use it only for the approved arrangement. This does not prevent disclosure required by law, to professional advisers under confidence, or of information independently developed or lawfully public.

27.2 Notices and electronic records

A notice may be given through the Program account, Card, dashboard or email address recorded for the Participant. Electronic acceptance, audit logs, account records, payment records and stored versions may establish acceptance and activity.

27.3 Assignment

A Participant must not assign or transfer its Program rights or payment account without GNR Media's written approval. GNR Media may assign these Program Terms as part of a bona fide restructure, financing, sale or transfer of the relevant business, provided the assignee assumes the applicable obligations.

27.4 Entire agreement and variation

The documents identified in section 2 form the entire agreement concerning the relevant Program and replace earlier discussions on that subject. A negotiated variation must be recorded in writing or electronically by authorised representatives. Program-wide changes may be made under section 23.1.

27.5 Severability and waiver

If a provision is invalid or unenforceable, it is read down to the minimum extent necessary or severed without affecting the remainder. A delay in enforcing a right is not a waiver. A waiver must be express and applies only to the stated circumstance.

27.6 Governing law and dispute process

These Program Terms are governed by the laws of Victoria, Australia. Before commencing court proceedings, a party must give written notice describing the dispute and allow 14 days for authorised representatives to negotiate in good faith. If unresolved, either party may propose mediation in Melbourne or by video. This does not prevent urgent injunctive relief, debt recovery, protection of confidential information or intellectual property, or use of a non-excludable statutory remedy.

Subject to any mandatory forum or law that cannot be excluded, the courts of Victoria and courts entitled to hear appeals from them have non-exclusive jurisdiction.