Last updated: 8 August 2026

These Collaborator & Affiliate Program Terms apply to collaborations with Earthware, a brand owned and operated by Retail Smart Group Pty Ltd ABN 49 658 892 105 ("Earthware", "Retail Smart Group", "we", "us" or "our"). This is the same contracting entity currently identified in your published draft.

These Terms apply to any content creator, influencer, ambassador, affiliate, photographer, videographer, reviewer or other person or business participating in an Earthware collaboration, affiliate program or creator program ("Collaborator", "Affiliate", "you" or "your").

1. Application of these Terms

These Terms govern your participation in the Earthware collaborator and affiliate program ("Program").

A particular collaboration or campaign may also include a written campaign brief, deliverable schedule, commission rate, product allocation, email confirmation or other written terms provided by Earthware ("Project Terms").

Project Terms may specify matters including:

• products;
• commission rates;
• discount codes;
• affiliate links;
• gifted products;
• monetary compensation;
• deliverables;
• posting requirements;
• platforms;
• deadlines;
• campaign dates;
• approval requirements;
• exclusivity; and
• other campaign-specific requirements.

These Terms prevail over Project Terms in relation to:

1. ownership of Collaboration Content;
2. copyright assignment;
3. moral rights consents;
4. Earthware's content usage rights;
5. prohibited affiliate promotion methods;
6. commission exclusions;
7. confidentiality;
8. intellectual property; and
9. governing law,

unless a variation expressly identifies the clause being varied and is agreed in writing by an authorised representative of Retail Smart Group Pty Ltd.

A campaign brief, direct message, email or informal communication does not reduce or limit Earthware's ownership or usage rights unless it expressly states that it is varying these Terms and has been authorised by Retail Smart Group Pty Ltd.

2. Acceptance

You accept and agree to be legally bound by these Terms when you:

• electronically sign or electronically accept them through our affiliate program, Earthware's website or another approved platform;
• execute an agreement incorporating these Terms; or
• sign another document that expressly incorporates these Terms.

Where these Terms include an assignment of copyright, your electronic or physical acceptance is intended to constitute your written agreement and signature to that assignment to the fullest extent permitted by law.

Earthware may require additional electronic or physical signatures where reasonably required to evidence or perfect an intellectual property assignment.

You must be at least 18 years old and legally capable of entering into this agreement.

3. Independent contractor relationship

You participate in the Program as an independent contractor.

Nothing in these Terms creates:

• an employment relationship;
• partnership;
• joint venture;
• agency;
• franchise;
• fiduciary relationship; or
• authority for you to bind Earthware or Retail Smart Group.

You are responsible for your own:

• tax obligations;
• GST obligations;
• insurance;
• equipment;
• operating expenses; and
• compliance with laws applicable to your business and activities.

You must not represent yourself as an employee, agent or authorised representative of Earthware.

4. Approval to participate

Participation in the Program is by approval only.

Earthware may consider factors including:

• content quality;
• brand alignment;
• audience authenticity;
• audience location;
• engagement;
• promotional methods;
• previous collaborations;
• website quality;
• social media presence;
• compliance history; and
• commercial suitability.

Approval is personal to you.

You may not transfer, sell, share or sublicense your affiliate account, affiliate code, tracking link or Program access.

You must ensure the information supplied in your application remains materially accurate.

5. Approved promotional channels

You may promote Earthware only through Approved Channels.

Approved Channels are:

Social media accounts

Organic content published through genuine social media accounts that:

• are owned or directly controlled by you;
• were disclosed to Earthware where requested; and
• clearly identify you or your creator/business identity.

This may include your own Instagram, Facebook, TikTok, YouTube, Pinterest or similar genuine creator accounts.

Your own website

You may promote Earthware through a website or blog that:

• you own or directly control;
• contains genuine editorial or creator content;
• is not primarily a coupon, discount, cashback or deal website; and
• does not impersonate or create confusion with Earthware.

Organic search engine traffic to genuine editorial content on your own website is permitted.

No other promotional channel is permitted without Earthware's prior written approval.

6. Strictly prohibited promotional activity

You must not promote Earthware, an Affiliate Code or Affiliate Link using any method other than the Approved Channels.

Without limiting this restriction, you must not use:

Paid search or search advertising

You must not purchase, bid on or otherwise use paid search advertising on:

• Google;
• Bing;
• Microsoft Advertising;
• Yahoo;
• search marketplaces;
• shopping search platforms; or
• any similar search advertising network.

This restriction applies to all paid search terms, including:

• Earthware;
• Earthware Australia;
• Retail Smart Group;
• Earthware product names;
• Earthware discount code;
• Earthware coupon;
• Earthware sale;
• misspellings or variations of Earthware;
• competitor terms;
• generic product keywords; and
• any other keyword used to generate paid affiliate traffic.

You must not run Google Shopping, Performance Max or similar paid-search or shopping campaigns relating to Earthware.

Paid social advertising

You must not use your Affiliate Code or Affiliate Link through:

• Meta Ads;
• Facebook Ads;
• Instagram Ads;
• TikTok Ads;
• Pinterest Ads;
• YouTube Ads;
  
• Snapchat Ads;
• native advertising;
• display advertising;
• retargeting;
• boosted posts; or
• any similar paid advertising.

This does not prevent Earthware from using Collaboration Content in Earthware's own paid advertising under the rights granted in these Terms.

Coupon and discount websites

You must not submit, publish, distribute or permit your Affiliate Code to be promoted through:

• coupon websites;
• discount-code websites;
• voucher websites;
• deal websites;
• bargain websites;
• cashback services;
• loyalty/rewards platforms;
• price-comparison sites;
• shopping extensions;
• browser extensions;
• coupon aggregators; or
• any substantially similar service.

Third-party communities and distribution

You must not distribute Affiliate Codes or Affiliate Links through:

• public forums;
• online message boards;
• third-party Facebook groups;
• third-party WhatsApp groups;
• Telegram groups;
• Discord communities;
• Reddit communities;
• online classifieds;
• marketplace listings;
• review manipulation services;
• third-party creator networks; or
• another person's website or social media account.

Direct marketing

Unless Earthware specifically approves it in writing, you must not promote Earthware through:

• email marketing;
• SMS;
• MMS;
• push notifications;
• automated direct messages;
• bulk direct messages;
• unsolicited messages; or
• purchased, rented, scraped or harvested databases.

Sub-affiliates

You must not operate:

• an affiliate network;
• sub-affiliate arrangement;
• referral network;
• publisher network; or
• commission-sharing arrangement

using Earthware's Affiliate Links or Codes without Earthware's prior written approval.

7. Affiliate Code leakage

Your Affiliate Code is provided for use by your own audience through your Approved Channels.

You must not intentionally provide your Affiliate Code to any coupon, deal, bargain, cashback or discount service.

You must not encourage customers to upload your Affiliate Code to third-party coupon websites.

If you become aware that your Affiliate Code has appeared on an unauthorised website or service, you must:

• Notify Earthware promptly;
• Take reasonable steps to request its removal where you are able to do so; and
• Cooperate with Earthware in preventing further unauthorised distribution.

Earthware may change or deactivate a leaked Affiliate Code.

Earthware may reject commissions that it reasonably determines resulted from unauthorised coupon distribution rather than genuine promotion through your Approved Channels.

8. Affiliate Links and Codes

Affiliate Links and Affiliate Codes remain controlled by Earthware.

You must not:

• modify tracking technology;
• conceal the true destination of a link in a misleading manner;
• create automatic redirects;
• use forced clicks;
• use cookie stuffing;
• use pop-unders;
• use invisible links;
• use toolbars or browser extensions;
• inject cookies;
• automatically add products to customers' carts;
• overwrite another affiliate's tracking;
• interfere with another affiliate's attribution;
• create fake referrals;
• create duplicate customer identities;
• manipulate conversion attribution; or
• use any technological method intended primarily to generate commission without a genuine customer referral.

Affiliate Codes must be presented accurately.

You must not:

• represent a discount as greater than it actually is;
• falsely state that a code is exclusive;
• create false expiry dates;
• create false scarcity;
• represent a permanent code as a limited-time sale;
• misrepresent Earthware's prices; or
• publish an Earthware promotion before its authorised launch date.

9. No self-referrals

Commission is intended to reward genuine customer acquisition and referrals.

You are not entitled to commission on orders:

• placed by you;
• placed on your behalf;
• placed using your own payment details;
• placed for your own business;
• placed primarily for your personal benefit;
• artificially created to generate commission; or
• otherwise reasonably determined by Earthware to be a self-referral.

You must not offer customers cash, rebates, kickbacks, gifts or any other unauthorised incentive in exchange for using your Affiliate Code.

10. Commissionable Sales

A commission is earned only on a Valid Commissionable Sale.

A Valid Commissionable Sale is an order that:

• is genuinely placed by an independent customer;
• is attributed to you by Earthware's affiliate platform or another method expressly approved by Earthware;
• complies with these Terms;
• has been successfully paid;
• has not been cancelled, refunded, returned, disputed or charged back;
• has passed Earthware's fraud and order validation processes; and
• has completed any applicable commission holding period.

The applicable commission rate and attribution period will be shown in your Program details, account or Project Terms.

Commission is calculated on Net Product Revenue only.

11. Net Product Revenue and commission exclusions

Net Product Revenue means the amount actually paid for eligible Earthware merchandise after promotional discounts and other price reductions, less all excluded amounts.

For avoidance of doubt, no commission is payable on:

• shipping charges;
• delivery charges;
• shipping insurance;
• shipping protection;
• gift cards;
• gift card products;
• GST;
• sales taxes;
• duties;
• customs charges;
• payment surcharges;
• service fees;
• non-product charges;
• cancelled items;
• returned products;
• refunded products;
• chargebacks;
• fraudulent transactions;
• duplicate transactions; or
• amounts not actually retained by Earthware.

Commission is calculated after any discount, including the Affiliate's own discount code.

For example, where an eligible product has a listed price of $100 and the customer receives a $10 discount, commission is calculated on the eligible net product amount rather than the original $100 price.

Earthware may designate particular:

• products;
• collections;
• bundles;
• clearance items;
• wholesale orders;
• corporate orders; or
• promotions

as non-commissionable or subject to a different commission rate, provided that this is communicated prospectively.

12. Refunds, returns and commission reversals

Commission is not finally earned until the applicable order has completed Earthware's validation and holding period.

If an order is subsequently:

• cancelled;
• refunded;
• partially refunded;
• returned;
• charged back;
• determined to be fraudulent; or
• otherwise invalid,

the corresponding commission may be cancelled or reversed.

For partial refunds, the commission may be adjusted proportionately to the eligible merchandise revenue retained by Earthware.

Where commission has already been paid on an order that subsequently becomes invalid, Earthware may offset the overpayment against future commissions to the extent permitted by law.

13. Attribution

Affiliate attribution is determined using Earthware's approved affiliate platform

Tracking may include:

• Affiliate Links;
• Affiliate Codes;
• cookies;
• customer attribution data; and
• other approved tracking methods.

Earthware's platform records will apply unless there is a clear and demonstrable tracking error.

Earthware is not required to manually attribute an order where:

• the customer did not use the Affiliate Code;
• tracking was blocked or removed;
• another valid referral received attribution;
• the applicable attribution period expired; or
• there is insufficient evidence to establish the referral.

You must not contact Earthware customers to pressure them to have an order reassigned to you.

14. Commission payments

Commission rates, payment thresholds, holding periods and payment frequency may be specified through the applicable Project Terms.

Payment is conditional on:

• the relevant sale being valid;
• completion of any applicable return or validation period;
• compliance with these Terms;
• accurate payment details being supplied; and
• any legally required tax information being provided.

Earthware may temporarily withhold disputed commissions while it reasonably investigates suspected:

• fraud;
• code leakage;
• prohibited advertising;
• attribution manipulation;
• self-referrals; or
• other material breaches.

Earthware will not retrospectively reduce commission that was validly earned before a prospective commission-rate change, subject to normal refunds, returns, reversals and fraud adjustments.

15. Gifted products and additional compensation

Earthware may provide:

• gifted products;
• monetary fees;
• affiliate commission;
• promotional benefits; or
• a combination of these.

Gifted products supplied as part of an agreed collaboration are consideration for participation or agreed deliverables unless Earthware expressly states otherwise.

Gifted products must not be resold or commercially redistributed without Earthware's prior written approval.

Where separate monetary compensation is agreed, payment terms will be specified in the Project Terms.

Unless expressly agreed otherwise, the compensation, gifted product, commission opportunity or other Program benefit includes consideration for the intellectual property rights and permissions granted under these Terms.

16. Collaboration Content

Collaboration Content means all material created, recorded, produced, submitted, supplied or published by or for you in connection with Earthware or the Program, including:

• photographs;
• videos;
• reels;
• TikToks;
• stories;
• social media posts;
• captions;
• copy;
• blog posts;
• articles;
• reviews created as part of the collaboration;
• graphics;
• illustrations;
• audio;
• voice recordings;
• scripts;
• footage;
• product demonstrations;
• testimonials;
• written statements;
• raw footage;
• unused takes;
• original photographs;
• edited files;
• unedited files;
• source files;
• thumbnails; and
• any other deliverable created specifically in connection with the Program.

Collaboration Content does not include intellectual property demonstrably created by you before the collaboration and unrelated to Earthware ("Background Material").

17. Ownership of Collaboration Content

Retail Smart Group Pty Ltd will own the Collaboration Content.

To the fullest extent permitted by law, you:

1. assign absolutely to Retail Smart Group Pty Ltd all right, title and interest in the Collaboration Content, including all copyright and other assignable intellectual property rights;
2. make that assignment worldwide;
3. make that assignment for the full duration of those rights and any renewals or extensions;
4. assign all present rights upon acceptance of these Terms; and
5. make a present assignment of future copyright and other assignable rights in Collaboration Content that comes into existence after acceptance of these Terms.

The assignment takes effect immediately when the relevant right comes into existence.

No additional payment is required for the assignment beyond the consideration provided under the Program, including the opportunity to earn commission, gifted products, monetary payment or other agreed consideration.

You must execute any further reasonable document required by Retail Smart Group to evidence or perfect its ownership.

To the extent any right cannot legally be assigned immediately, you grant Retail Smart Group the broadest possible exclusive, irrevocable, perpetual, worldwide, transferable, sublicensable and royalty-free licence to exercise that right until an effective assignment can occur.

18. Earthware's use of Collaboration Content

Retail Smart Group may use Collaboration Content without further approval, notification, attribution or payment.

This right is:

• perpetual;
• worldwide;
• royalty-free;
• transferable; and
• sublicensable.

Earthware may use Collaboration Content across any current or future medium or marketing channel, including:

• earthware.com.au;
• other Retail Smart Group websites;
• product pages;
• landing pages;
• collection pages;
• blogs;
• organic social media;
• paid Meta advertising;
• paid Instagram advertising;
• paid Facebook advertising;
• paid TikTok advertising;
• Google advertising;
• YouTube advertising;
• display advertising;
• retargeting;
• digital advertising;
• email marketing;
• SMS marketing;
• CRM communications;
• mobile applications;
• online marketplaces;
• retailer websites;
• wholesale materials;
• retail stores;
• point-of-sale displays;
• trade shows;
• public relations;
• press materials;
• catalogues;
• brochures;
• flyers;
• packaging;
• presentations;
• sales materials;
• print advertising;
• outdoor advertising; and
• other commercial or promotional media.

Earthware may allow its:

• related companies;
• advertising agencies;
• creative agencies;
• media agencies;
• contractors;
• retailers;
• distributors;
• marketplaces;
• technology providers; and
• other service providers

to use the Collaboration Content on Earthware's behalf.

19. Editing and adaptation rights

Retail Smart Group may edit, adapt and modify Collaboration Content.

This includes the right to:

• crop;
• resize;
• reformat;
• shorten;
• lengthen where appropriate;
• create cut-down versions;
• extract still images;
• combine footage;
• add or remove text;
• add captions;
• subtitle;
• translate;
• add Earthware branding;
• add calls to action;
• add prices and promotional information;
• add licensed music;
• replace music;
• remove music;
• change aspect ratios;
• create thumbnails;
• colour correct;
• retouch;
• create compilations;
• combine the content with other advertising;
• create derivative marketing material; and
• use digital or AI-assisted editing tools.

Earthware does not need to obtain further approval for those edits.

Earthware must not deliberately alter Collaboration Content so as to falsely attribute a statement to you that you did not make or falsely depict you endorsing a materially unrelated product.

20. Moral rights consent

The parties acknowledge that moral rights may arise in relation to Collaboration Content.

To the fullest extent permitted under the Copyright Act 1968 (Cth), you give your genuine consent to Retail Smart Group and its authorised users doing or omitting to do any act in relation to Collaboration Content that would otherwise infringe your moral rights.

This includes consent to:

• editing;
• adaptation;
• cropping;
• modification;
• reformatting;
• combining content with other material;
• creating excerpts;
• translating;
• adding branding or advertising;
• omitting attribution;
• using your social media handle instead of your legal name; and
• otherwise exercising the rights granted under these Terms.

This consent applies worldwide and for the full duration of the relevant rights.

Where another person has moral rights in Collaboration Content, you must obtain equivalent written consent from that person.

Australian moral rights require separate treatment from copyright ownership; written consent can be obtained for specified acts that might otherwise infringe those rights.

21. Name, image, likeness and voice

You grant Retail Smart Group an irrevocable, perpetual, worldwide, royalty-free and sublicensable permission to use your:

• creator name;
• business name;
• approved biographical information;
• social media handle;
• image;
• likeness;
• appearance;
• voice; and
• statements contained in Collaboration Content

in connection with Earthware, the Collaboration Content and the promotion of products depicted or reasonably associated with that content.

Earthware may use these elements in organic and paid advertising without additional payment or approval.

22. Your continuing use of Collaboration Content

Although Retail Smart Group owns Collaboration Content, Earthware grants you a limited, non-exclusive, non-transferable and revocable licence to display Collaboration Content through your Approved Channels for the purposes of participating in the Program.

You may not:

• sell the Collaboration Content;
• license it to another brand;
• provide it to an Earthware competitor;
• use it to advertise a competing product in a misleading manner;
• permit third parties to commercially exploit it; or
• claim that you continue to own copyright in it.

Earthware may require Collaboration Content to be corrected or removed where reasonably necessary for legal, safety, compliance or brand-protection reasons.

23. Third-party materials and music

You must ensure that Collaboration Content is capable of being used commercially by Earthware.

Unless Earthware expressly approves otherwise, you must not incorporate third-party material that prevents Earthware from exercising the rights granted under these Terms.

This includes:

• music;
• sound recordings;
• stock footage;
• stock photographs;
• artwork;
• fonts;
• graphics;
• trademarks;
• performances;
• voiceovers; or
• other third-party intellectual property.

Where third-party material is approved, you must ensure that the relevant rights permit Earthware's:

• worldwide use;
• perpetual use where required;
• commercial use;
• website use;
• social media use;
• editing;
• paid advertising; and
• sublicensing to service providers.

A licence that permits only organic Instagram or TikTok use is not sufficient for content intended for Earthware advertising.

Unless otherwise agreed, video content must be supplied to Earthware as a clean master without third-party music, captions, watermarks or platform graphics.

Where requested, you must provide:

• raw footage;
• original photographs;
• clean files;
• editable files; and
• reasonable evidence of licences or releases.

24. Other people appearing in content

You must obtain appropriate permission from every identifiable person appearing or speaking in Collaboration Content.

You must not include a person under 18 unless:

• Earthware has approved their inclusion;
• their parent or legal guardian has provided appropriate written consent; and
• that consent permits Earthware to use their image, likeness, voice and performance in accordance with these Terms.

Earthware may require a signed release.

25. Advertising disclosure

You must clearly disclose your commercial relationship with Earthware whenever promoting Earthware.

This applies where you receive:

• commission;
• an Affiliate Code;
• gifted products;
• free products;
• discounted products;
• payment; or
• any other commercial benefit.

The disclosure must be:

• prominent;
• clear;
• understandable;
• displayed at or before the promotional message; and
• appropriate to the platform and content format.

Acceptable disclosures may include:

#ad

Ad

Advertising

Paid partnership with Earthware

or another disclosure approved by Earthware.

Terms such as:

• collab;
• gifted;
• partner;
• simply tagging Earthware

must not be relied upon as the sole disclosure where they may not clearly communicate the commercial relationship.

This clause is intentionally strict. The ACCC states that Australian Consumer Law applies to incentivised influencer advertising and that businesses and influencers must not mislead consumers about the commercial nature of endorsements. Ad Standards likewise states that influencer arrangements need to be disclosed so audiences can distinguish advertising from other content.

26. Product statements and claims

You must describe Earthware and Earthware products accurately.

You may make only claims that:

• are contained in Earthware-approved product information;
• have been expressly approved by Earthware;
• are accurate;
• can be substantiated;
• reflect your genuine experience where presented as personal experience; and
• comply with Australian law.

You must not make unauthorised:

• medical claims;
• therapeutic claims;
• health claims;
• safety claims;
• scientific claims;
• performance claims;
• comparative claims;
• environmental claims;
• sustainability claims;
• certification claims;
• testing claims;
• manufacturing claims;
• country-of-origin claims; or
• guarantees.

Terms such as:

• "non-toxic";
• "chemical-free";
• "eco-friendly";
• "sustainable";
• "plastic-free";
• "biodegradable";
• "recyclable";
• "food safe";
• "healthier";
• "safer"; or
• similar absolute or premium claims

must not be used unless that specific claim has been approved by Earthware.

The ACCC currently states that social-media product claims must be truthful, accurate and capable of substantiation, including claims relating to product qualities, performance, price and shipping.

27. Reviews and testimonials

Any opinion, testimonial or review you publish must be genuine.

You must not:

• claim to have used a product you have not used;
• fabricate experiences;
• publish a review written by Earthware and represent it as your own independent opinion;
• conceal material facts that would make an endorsement misleading;
• create fake customer reviews; or
• instruct another person to publish a fake review.

Receiving a product or commission does not prevent you from expressing a genuine opinion, but the commercial relationship must be appropriately disclosed.

28. Earthware intellectual property

Retail Smart Group retains all rights in its existing intellectual property, including:

• Earthware;
• logos;
• trademarks;
• product names;
• product designs;
• packaging;
• photographs;
• videos;
• website material;
• campaign material;
• marketing copy; and
• brand guidelines.

You receive only a limited, revocable, non-exclusive licence to use approved Earthware intellectual property for the Program through Approved Channels.

You must not:

• register an Earthware trademark;
• register a confusingly similar trademark;
• register an Earthware domain name;
• register a domain incorporating "Earthware";
• create a social media handle designed to appear official;
• create a social media account using Earthware as though you are Earthware;
• alter Earthware logos without permission;
• use Earthware branding to impersonate Earthware;
• claim to be an official Earthware store;
• use Earthware's name in paid advertisements;
• use Earthware's trademarks in paid search; or
• continue using Earthware intellectual property after Earthware directs you to cease.

29. Artificial intelligence

You must not use generative artificial intelligence to materially create or alter Earthware product imagery or Collaboration Content without Earthware's prior written approval.

Without approval, you must not:

• generate synthetic Earthware products;
• materially change product dimensions or colours;
• create fake product demonstrations;
• create synthetic testimonials;
• create synthetic customers;
• create a synthetic version of an Earthware spokesperson;
• use a synthetic voice to impersonate another person;
• upload Earthware confidential information into public AI systems; or
• represent AI-generated imagery as genuine product photography.

Normal editing for cropping, colour correction, captions and similar purposes is permitted provided it does not misrepresent the product.

30. Fake followers and engagement manipulation

You must not knowingly use:

• purchased followers;
• purchased likes;
• purchased comments;
• purchased views;
• bot traffic;
• click farms;
• fake accounts;
• engagement pods primarily designed to manipulate metrics;
• automated affiliate clicks;
• fabricated analytics; or
• fraudulent traffic.

Earthware may request reasonable campaign analytics to verify performance.

Material manipulation of audience or conversion data may result in immediate suspension or termination.

31. Confidentiality

You must keep Earthware's confidential information confidential.

This includes non-public information concerning:

• unreleased products;
• launch dates;
• campaign calendars;
• discount schedules;
• promotions;
• pricing strategy;
• sales data;
• financial information;
• product development;
• supplier information;
• wholesale information;
• business strategy;
• affiliate rates;
• customer information;
• account credentials; and
• information identified as confidential.

You may use confidential information only for your participation in the Program.

This obligation does not apply to information that:

• was already lawfully public;
• becomes public other than through your breach;
• must legally be disclosed; or
• is disclosed confidentially to a professional adviser.

32. Customer data and privacy

You must not collect, obtain, retain, export or use Earthware customer information through the Program unless specifically authorised in writing.

In particular, you must not:

• obtain Earthware customer email addresses;
• add Earthware customers to your marketing database;
• contact customers about their Earthware purchases;
• purchase customer databases;
• scrape customer details;
• collect customer details through an unauthorised Earthware giveaway; or
• disclose Earthware customer information to a third party.

Any authorised personal-information handling must comply with applicable Australian privacy laws.

33. Giveaways and competitions

You must not conduct an Earthware-branded:

• competition;
• giveaway;
• raffle;
• prize draw;
• lead-generation campaign; or
• similar promotion

without Earthware's prior written approval.

Any approved promotion must comply with:

• applicable laws;
• permit requirements;
• platform rules;
• Earthware's instructions; and
• approved terms and conditions.

34. Monitoring and corrections

Earthware may monitor publicly available Program content.

You must provide links to relevant content or reasonable analytics where requested.

If Earthware reasonably determines that content:

• contains inaccurate information;
• breaches Australian law;
• breaches an advertising standard;
• contains an unauthorised product claim;
• uses an inadequate advertising disclosure;
• misrepresents a promotion;
• breaches these Terms;
• relates to a product recall or safety issue; or
• creates a material legal or reputational risk,

Earthware may require you to amend, suspend or remove it.

You must action an urgent legal, safety, pricing or disclosure correction as soon as reasonably practicable.

Other requested corrections must be completed within the reasonable timeframe specified by Earthware.

35. Brand conduct

You must not use the Earthware relationship in connection with material that is:

• unlawful;
• defamatory;
• deceptive;
• discriminatory;
• hateful;
• threatening;
• sexually explicit;
• fraudulent;
• deliberately offensive;
• infringing;
• promoting counterfeit products; or
• reasonably likely to materially damage Earthware through its direct association with the Program.

Nothing in these Terms prevents you from:

• complying with law;
• obtaining legal or financial advice;
• reporting genuine concerns to a regulator;
• participating in legal proceedings; or
• making a legally protected disclosure.

36. Suspension

Earthware may temporarily suspend:

• your Affiliate Code;
• Affiliate Link;
• account;
• Program access; or
• pending commissions

while reasonably investigating suspected:

• fraud;
• self-referral;
• code leakage;
• coupon-site activity;
• paid-search advertising;
• paid advertising;
• fake traffic;
• attribution manipulation;
• unauthorised claims; or
• another material breach.

Earthware will act reasonably when determining whether disputed commissions are valid.

37. Termination

Either party may end participation in the Program by written notice.

Earthware may terminate participation immediately where you:

• engage in fraud;
• engage in intentional attribution manipulation;
• undertake prohibited paid search;
• use prohibited paid advertising;
• intentionally distribute codes to coupon or discount websites;
• operate through prohibited affiliate networks;
• misuse customer information;
• misuse Earthware intellectual property;
• knowingly make materially false claims;
• fail to disclose advertising after being directed to correct it;
• materially infringe third-party rights;
• repeatedly breach these Terms; or
• engage in another serious or irremediable breach.

For a breach capable of being remedied, Earthware may provide an opportunity to correct the issue before termination where appropriate.

Upon termination:

• your right to earn new commissions ends;
• Earthware may deactivate your Affiliate Code and Affiliate Link;
• you must stop representing yourself as an active Earthware affiliate;
• Earthware may require removal of Earthware intellectual property from your accounts;
• genuine commissions earned before termination remain subject to validation, returns, refunds and these Terms; and
• Earthware's ownership of Collaboration Content is not affected.

38. Intellectual property rights survive termination

Termination does not reverse the assignment of Collaboration Content.

Retail Smart Group's ownership of Collaboration Content is permanent.

All:

• copyright assignments;
• moral rights consents;
• name and likeness permissions;
• usage rights;
• sublicensing rights;
• editing rights; and
• rights relating to content already created

continue after the Program ends.

You are not entitled to require Earthware to stop using Collaboration Content following termination, except to the extent required by applicable law.

39. Collaborator warranties

You warrant that:

• you have authority to enter this agreement;
• the information in your Program application is materially accurate;
• you have authority to assign the Collaboration Content;
• Collaboration Content is original or properly licensed;
• the content does not knowingly infringe third-party rights;
• you have obtained required releases;
• testimonials reflect genuine experience;
• you will comply with advertising laws;
• you will comply with platform rules;
• you are not subject to another agreement that prevents the rights granted to Earthware;
• you have not knowingly falsified audience or performance statistics; and
• you will not intentionally generate fraudulent commission.

40. Indemnity

To the extent permitted by law, you indemnify Retail Smart Group Pty Ltd, its related entities, directors, employees and agents against reasonable direct loss, liability, cost and third-party claims arising from:

• your material breach of these Terms;
• infringement caused by Collaboration Content supplied by you;
• failure to obtain required third-party permission;
• an unauthorised or misleading statement made by you;
• fraudulent affiliate activity;
• deliberate attribution manipulation;
• breach of confidentiality;
• unauthorised handling of personal information;
• your negligence; or
• your wilful misconduct.

Your liability under this clause will be reduced to the extent the relevant loss was caused or contributed to by Retail Smart Group.

41. Limitation of liability

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

To the extent permitted by law, neither party is liable to the other for indirect or remote consequential loss that was not reasonably foreseeable.

This exclusion does not apply to liability arising from:

• fraud;
• wilful misconduct;
• intellectual property infringement;
• breach of confidentiality;
• misuse of personal information; or
• liability that cannot legally be limited.

42. Changes to the Program

Earthware may change:

• future commission rates;
• future discount rates;
• eligible products;
• Program benefits;
• attribution periods;
• payout processes; or
• other Program settings

by providing reasonable prospective notice through GrowthHero, email or another Program communication.

Changes do not retrospectively remove commission that was validly earned before the change, subject to refunds, returns, cancellations, chargebacks, fraud and other adjustments permitted under these Terms.

Earthware may immediately implement changes reasonably required to:

• prevent fraud;
• comply with law;
• protect customer information;
• correct a system error; or
• address material Program abuse.

43. Dispute resolution

A party claiming that a dispute has arisen must give the other party written notice describing the dispute.

The parties must first attempt in good faith to resolve the dispute directly.

If the dispute has not been resolved within 14 days, either party may request mediation in Melbourne, Victoria before commencing court proceedings.

This clause does not prevent either party from seeking urgent interlocutory or injunctive relief where reasonably necessary to protect:

• confidential information;
• intellectual property;
• customer information; or
• other legal rights.

44. Notices

Notices and approvals may be provided through:

• email;
• GrowthHero;
• electronic signature software;
• an Earthware Program portal; or
• another written electronic communication method ordinarily used between the parties.

A notice is taken to have been received when delivered to the relevant account or address unless a failure or non-delivery notification is received.

45. Assignment

You may not assign, transfer or subcontract your rights or obligations under these Terms without Earthware's prior written approval.

Retail Smart Group may assign these Terms or its rights in Collaboration Content to:

• a related entity;
• a successor to the Earthware brand;
• a purchaser of all or part of the Earthware business; or
• another entity as part of a bona fide corporate restructure.

Retail Smart Group may sublicense its content rights as permitted by these Terms.

46. Entire agreement

These Terms together with applicable Project Terms constitute the agreement between the parties relating to the Program.

No oral statement modifies these Terms.

Any amendment affecting:

• intellectual property ownership;
• content usage;
• copyright assignment;
• moral rights;
• commission exclusions; or
• prohibited promotional activity

must be expressly agreed in writing by an authorised representative of Retail Smart Group Pty Ltd.

47. Severability and waiver

If any provision is invalid, unlawful or unenforceable, it will be read down to the minimum extent necessary or severed.

The remaining provisions continue in effect.

A failure or delay in enforcing a right does not waive that right.

48. Survival

Clauses concerning:

• intellectual property;
• ownership of Collaboration Content;
• copyright assignment;
• moral rights;
• name and likeness rights;
• confidentiality;
• privacy;
• payment adjustments;
• warranties;
• indemnities;
• liability;
• disputes; and
• governing law

survive termination to the extent necessary to give them effect.

49. Governing law

These Terms are governed by the laws of Victoria, Australia.

Each party submits to the non-exclusive jurisdiction of the courts of Victoria and courts entitled to hear appeals from those courts.

50. Contact

Questions regarding the Earthware Collaborator & Affiliate Program may be directed to: support@earthware.com.au