Collaborator Agreement

This agreement is between Retail Smart Group Pty Ltd (ABN 49 658 892 105), trading as Earths Water ("we", "us", "our") and you, the creator engaged by us for a content project ("you", "Collaborator").

It applies to every project we agree with you. The details of each project are set out in a Project Brief that we send you and you accept in writing, including by email or through our creator platform.

1. The Project Brief

Each Project Brief sets out:

If the Project Brief and this agreement differ, the Project Brief applies to that project.

2. Doing the work

• Create the deliverables yourself, to a professional standard, by the deadlines in the Brief.

• Send drafts to us for approval before posting or delivering final files. Do not post until we approve.

• Follow the creative direction in the Brief and our brand guidelines.

3. Payment

• We pay the fee in the Project Brief once the final deliverables are approved and, where the Brief requires posting, posted.

• Unless the Brief says otherwise, we pay within 30 days of receiving a valid invoice.

• If the project is cancelled by us after you have started, we pay for work reasonably completed. If you do not deliver, no fee is payable and you return any product supplied, unless we agree otherwise.

• Any product supplied is not payment and must still be disclosed under section 7.

Commission

If we give you an affiliate link or discount code, any commission you earn is in addition to the fee in your Project Brief. It is paid at the rate shown in your Project Brief or affiliate dashboard, on the payment terms of our Affiliate Agreement.

Commission exclusions. Commission is calculated on the amount the customer paid for eligible products, after discounts, and excluding taxes and duties. No commission is earned on:

• your own purchases

• orders that are cancelled, returned, refunded or charged back

• orders placed with a different discount code

• orders resulting from fraud, spam or any method this agreement prohibits

• replacement filter cartridges, including those supplied under a subscription, gift cards, delivery fees and Shipping Protection, whether bought on their own or as part of a larger order

Where part of an order is paid with a gift card or store credit, no commission is earned on that part.

4. Who owns the content

"The Work" means everything you create for a project, including final content, raw footage and photos, drafts and captions.

• On payment of the fee, you assign to us all copyright and other rights in the Work, worldwide, for the full period of those rights. Until then, you give us a licence to review and use it for the project.

• You consent, to the extent the law allows, to us using the Work without attributing you, and to us editing, cropping, adapting and combining it with other material. This includes consent to any act or omission that would otherwise infringe your moral rights.

• You confirm the Work is your own original work, does not infringe anyone's rights, and that anyone who appears in it, and any music, location or third-party material in it, has been cleared for our use.

• You may keep a copy of the Work in your portfolio, credited to us, unless the Brief says otherwise.

5. Your name and likeness

You allow us to use your name, social handle, image, voice and likeness as they appear in the Work, worldwide, on our website, social channels, emails, marketplaces and in paid advertising.

This permission continues after the project and this agreement end, with no time limit and no further payment.

6. What you can say about our products

This is the most important section of this agreement. Water filtration claims are closely regulated in every market we sell into, and a single wrong claim can expose both of us.

• Approved Claims only. You may only make claims about what our products do, including what they reduce, how much, and how long a cartridge lasts, using the wording in our current Approved Claims Sheet, which we give you and update from time to time. Use the exact wording, including any qualifier or disclosure that goes with it.

• Never say that our products remove, eliminate, purify or make water safe, or that they treat, prevent or cure any health condition. Do not describe our products as certified by any body unless that exact claim appears on the Approved Claims Sheet.

• Your own experience is welcome. You can say what you think of the taste, the design and how it fits your life, as long as it is honest and your own.

• If we ask you to change or remove something, you will do so within 48 hours. If the content is live on a platform, that means editing or deleting the post.

• If you are unsure, ask us before you publish.

Breaching this section is a material breach of this agreement.

7. Disclosing our relationship

Wherever you mention us, you must make it clear that you have a commercial relationship with us, whether you are paid, receive a commission, or were given a product.

• Put the disclosure at the start of the post, caption or video, not hidden among hashtags or below the fold. #ad or Advertisement is the minimum.

• Use each platform's paid partnership or branded content label where it has one.

• Follow the advertising and consumer laws that apply where your audience is, including the Australian Consumer Law and AANA Code of Ethics, the US FTC Endorsement Guides, and the UK and EU advertising codes.

• Never post a review of our products on our website or any review platform without disclosing the relationship, and never post a review of a product you have not used.

8. How you promote us

You must not:

• send unsolicited emails, texts or direct messages to promote us, or buy or use contact lists

• use automated tools, bots, fake accounts or purchased followers or engagement

• bid on our brand name, trademarks or misspellings of them in search or social advertising, or use them in a domain name, social handle or app name, unless we agree in writing

• post our discount codes on coupon, voucher or deal websites or browser extensions, unless we agree in writing

• use adware, toolbars, pop-ups, cookie stuffing or any technique that sets tracking cookies without a genuine click

• create content that is misleading, defamatory, discriminatory, obscene, unsafe, or that infringes anyone's rights

• speak on our behalf, make promises for us, or offer terms, refunds or warranties other than our published policies

You must comply with all laws that apply to your promotion, including privacy, spam, consumer and advertising laws.

9. Using our brand

We give you a non-exclusive, non-transferable, revocable licence to use our name, logos, product images and marketing material that we supply ("Brand Materials") only to promote our products under this agreement.

• Do not alter the Brand Materials, including colours, proportions or fonts.

• Do not use them in a way that suggests we endorse you or anything other than our products.

• The licence ends when this agreement ends, and you must then stop using the Brand Materials in new content.

10. Independent relationship

You are an independent contractor. Nothing in this agreement makes you our employee, agent or partner. You are responsible for your own taxes, including GST or sales tax if you are registered, and for any costs of producing your content.

11. Confidentiality

Keep confidential anything we share that is not public, including commission rates, pricing, launch plans, sales data and unreleased products. This continues after the agreement ends. It does not apply to information that becomes public other than through you, or that you must disclose by law.

12. Privacy

If you receive personal information about our customers, use it only for this agreement, keep it secure, and delete it when asked or when the agreement ends. We handle your personal information under our Privacy Policy.

13. Ending this agreement

• Either of us can end this agreement by email with 14 days' notice. Any project already agreed continues unless we both agree to cancel it, or it is cancelled under section 3.

• We can end it immediately if you breach sections 6, 7 or 8, or act publicly in a way that could reasonably be expected to damage our reputation.

• Sections 4, 5, 11 and 14 continue after this agreement ends.

14. Liability

• Each of us is responsible for loss the other suffers because of its breach of this agreement, its negligence, or its breach of the law.

• You are responsible for claims made against us because of your content or your breach of sections on claims, disclosure or promotion.

• Neither of us is liable for loss of profit, revenue or opportunity, or for indirect loss.

• Our total liability to you under this agreement is limited to the amounts we have paid you under it in the previous 12 months.

• Nothing in this agreement excludes liability that cannot lawfully be excluded.

15. Changes to these terms

We may change these terms or the program, but not the terms of a Project Brief already agreed, by giving you at least 30 days' notice by email. If you do not agree to a change, you can end this agreement before it takes effect. Changes never reduce amounts already earned.

16. General

• Governing law. This agreement is governed by the law of Victoria, Australia. Each of us submits to the non-exclusive jurisdiction of the courts of Victoria.

• Disputes. Before starting proceedings, each of us will try to resolve a dispute in good faith for 30 days after written notice, except where urgent court relief is needed.

• Notices are given by email to the address each of us last provided.

• Assignment. You may not transfer this agreement without our written consent. We may transfer it to a business that takes over the relevant part of our business.

• Entire agreement. This agreement, the Approved Claims Sheet and any brief or approval we give you in writing are the entire agreement between us about its subject matter.

• Severance. If any part is unenforceable, it is severed and the rest continues.

• Waiver. A delay in enforcing a right is not a waiver of it.

• Age. You confirm you are at least 18.

• Contact: support@earthswater.com