Effective from 24 August 2022

1. Background

(a) The business of Motor Culture Australia Pty Ltd (“MCA”) is conducted by way of events and a membership offering. The service includes an online platform offering members exclusive access to unique resources and partner offers. These resources and offers are made available through our digital and physical channels, including but not limited to our Website, events, the MCA Platform, Social Media, Email,  and Virtual, Lifelong, or Event Only partners directly (“Partners”).

(b)These terms and conditions (“Partner Terms”) govern the partner agreement with MCA and your ability to use MCA branding, access MCA resources and manage MCA Intellectual Property. Once accepted by you (at the earlier of when you sign MCA’s relevant registration form, paper-based agreement, or by accepting the Partner Terms online on the Website) 

(“Start Date”), these Partner Terms, together with the Privacy Policy, all other policies and documents referred to in these Partner Terms and any registration form, Partner Cover Agreement or other written agreement, constitute a formal agreement between you and MCA (“Partner Agreement“).

(c)  When reference is made to “we” or “us” or “our” in these Partner Terms, it means MCA. When reference is made to “you” or “your” these Partner Terms, it means the Partner.

(d) Capitalised terms used in these Partner Terms are defined at the end of the document.

2. Relationship of the parties

2.1 Role of MCA

Subject to the parameters agreed to in your “Partner Agreement” MCA agrees to:

(a)  offer digital or physical brand exposure through channels including but not limited to our website, email database, social media, paid advertising, events or merchandise;

(b)  work in cooperation with you to provide brand exposure in line with your brand requirements and offerings;

(c)  make the Partner Offer available for members to use in accordance with standard terms and policies; and

(d)  provide you with copies of all relevant documentation and policies with which you will be required to comply under this Partner Agreement.

2.2 Your role

(a) You agree to:

(i)  integrate our agreed upon unique member offer into your system(s) such that it is made available by default to our Members accessing such offers;

(ii)  perform the Services diligently and to a professional standard and be open and honest about your relationship with MCA; 

(iii) use your best endeavours to generate Referrals;

(iv) not misrepresent or embellish the relationship between you and MCA or imply any relationship or affiliation between you and MCA or any other person or entity except as expressly permitted by this Partner Agreement;

(v) not represent yourself as an agent or employee of MCA or represent that you have the authority to bind MCA to a contract;

(vi) comply with all applicable copyright and other laws that pertain to your website as MCA will not be responsible if you use another person’s copyrighted material in violation of the Law;

(vii) not place advertisements (whether directly or indirectly) on behalf of third-party advertiser(s) (whether as an agent or otherwise) in respect of the services MCA offers beyond the Partner Agreement;

(viii) be responsible for the delivery of the Services;

(ix) act in an honest, ethical, and responsible manner when performing the Services;

(x) not infer that you will be undertaking any services, giveaways, membership sales, ticket sales, events or any other MCA offerings for or on behalf of MCA (MCA, in its sole discretion, will make the determination whether this has occurred);

(xi) not make any guarantees, commitments or assurances regarding the success of a Partner Employee, Partner Customer, MCA Member or any other member of public regarding receiving any benefit or specific outcomes as a result of MCA products, events, actions or services;

(xii) comply with MCA policies given to you;

(xiii) not register or purchase domain names that include MCA’s company’s names or trade marks, or any misspellings or variations of them, including to run promotions as a partner of MCA;

(xiv) not include MCA’s company name or trade marks, variations of them, or the look and feel of MCA’s social media pages on any social media pages where you run promotions as a partner of MCA;

(xv) not promote any content or offers on a website that contains any form of misleading, defamatory, obscene, illegal, bigoted, pornographic or any other content deemed offensive by MCA, in its sole discretion;

(xvi) not use marketing practices that are designed to attract fake customers being customers who are not legitimate customers or real entities (MCA, in its sole discretion, will make the determination whether someone is a fake customer);

(xvii) ensure that any of your Affiliates and subcontractors, to the extent they are involved in the Services, follow the terms of this Partner Agreement;

2.3 Relationship of the parties

Except to the extent expressly provided in this Partner Agreement, nothing in this Partner Agreement creates a relationship of employment, trust, agency, or partnership between the parties. MCA is entitled to promote or publicise our agreement with You where it deems appropriate.

2.4 Non-disparagement

The parties must:

(a) not make or procure the making of any remark, statement, or announcement (whether publicly or otherwise) that disparages the other party or any of its Affiliates or personnel in relation to any matter connected with this Partner Agreement; and

(b) use reasonable endeavours to present a positive image and protect the reputation of the other party.

3. Performance

3.1 General performance obligations

Each party must carry out its role and obligations set out in this Partner Agreement:

(a) to a professional standard;

(b) in a timely fashion, including to achieve any timing requirements for delivery of the Services and the provision of the Services;

(c) using personnel with appropriate expertise, qualifications and experience;

(d) in accordance with all Applicable Laws; and

(e) in accordance with applicable MCA Policies to the extent that such MCA Policies are reasonable and do not breach any Applicable Law.

3.2 Compliance with directions

You must carry out your role and obligations in relation to the Services in accordance with all reasonable directions and instructions of MCA, including directions and instructions for the purpose of ensuring that the Services are delivered in accordance with all Applicable Laws and MCA Policies, and that the delivery of the Services does not cause MCA to breach any Applicable Laws or MCA Policies.

4. Data and Privacy

4.1  Data

(a) The only information you may receive from us about MCA Members or Event Attendees is what is provided to you through the Services (“User Related Data”).

(b) In the event that you are providing MCA with any personal information, you agree to execute and comply with the applicable data processing agreement provided to you.

4.2 Privacy

(a) Each party must, at all times, comply with the Privacy Laws and the Privacy Policy.

(b)  If MCA provides you with any Personal Information or you become aware of any Personal Information collected or held by you as a result of the parties’ activities under this Partner Agreement including, but not limited to, any Personal Information subsisting in the Member Related Data and Referral details, you must:

(i) not use, disclose, store, transfer, or handle the Personal Information except in accordance with Privacy Laws and the Privacy Policy;

(ii) take all steps to ensure that the Personal Information is protected from misuse, loss, unauthorised access, modification, or disclosure;

(iii) use or disclose the Personal Information only for a purpose connected with this Partner Agreement or as permitted by the Privacy Laws and the Privacy Policy; execute and comply with the applicable data processing agreement provided to you; and

(c) cooperate with any reasonable request or direction from MCA that relates to:

(i) data subject requests for access to, or rectification of, an individual’s Personal Information;

(ii) regulatory investigations or litigation related to such Personal Information; or

(iii) compliance with applicable Privacy Laws and regulations.

5. Intellectual Property (‘IP’) Rights

5.1 Licence to use MCA Intellectual Property

(a) MCA grants to you, for the duration of the Term, a non-exclusive, non-transferable licence to publish, communicate to the public, and otherwise exercise MCA IP provided solely for the purpose of performing the services outlined in the Partner Agreement.

(b) You acknowledge and agree that you are not entitled to continue to use any of the MCA IP after the expiration or termination of this Partner Agreement.

(c) You acknowledge and agree that you are not entitled to use any of the MCA IP that has not been agreed to in the Partner Agreement. 

5.2 Licence of your IP

You grant to MCA a non-exclusive, non-transferable licence to use, reproduce, publish, communicate to the public and otherwise exercise your Intellectual Property Rights in your Materials (“Partner IP”) for the purpose of complying with MCA obligations under this Partner Agreement, including the right to grant offers to Members and Affiliates of MCA and other persons for that purpose (if required).

5.3 Third-party Intellectual Property Rights

If a party makes available to the other party any documents, information, or materials (including marketing materials) for use under this Partner Agreement and any of the Intellectual Property Rights in those documents, information or materials are owned by a third party, that party must:

(a) ensure that it has all necessary rights to grant the licence specified in clause 5.1 or clause 5.2 (as the case may be); and

(b) notify the other party prior to, or at the same time as, making available those documents, information or materials of any limitations on the other party’s rights to use those documents, information or materials pursuant to clause 5.1 or clause 5.2 (as the case may be).

5.4 Infringement of Intellectual Property Rights

(a) You must promptly notify MCA in writing of any:

(i) actual, suspected, or anticipated infringement by a third party of any MCA IP; or

(ii) allegation or Claim (written or otherwise) that the use of any of MCA IP by you or MCA infringes any third-party rights (including Intellectual Property Rights).

(b) You must provide to MCA all assistance reasonably requested by MCA relating to proceedings or any other action that MCA may take against any third party for any actual, suspected, or anticipated infringement of MCA IP.

(c) MCA must promptly notify you in writing of any:

(i) actual, suspected, or anticipated infringement by a third party of any Partner IP; or

(ii) allegation or Claim (written or otherwise) that the use of any Partner IP by you or MCA infringes any third-party rights (including Intellectual Property Rights).

(d) MCA must provide to you (at your reasonable cost) all assistance reasonably requested by you relating to proceedings that you may take against any third party for any actual, suspected, or anticipated infringement of Partner IP.

5.5 Ownership of MCA IP

(a) The ownership of the MCA IP (whether existing now or at any time in the future), remains vested in MCA (or its licensors).

(b) Nothing in this clause 8 or otherwise constitutes an assignment of any of the MCA IP.

6. Confidential Information

6.1. Confidential Information

Confidential Information includes, but is not limited to, any information that is;

1. Marked as confidential; or
2. Received or developed by the Partner during the Term, which relates to processes, equipment and techniques used by MCA in the course of the Partner’s business, including but not limited to all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans, 

But does not include information which: 

1. Is generally available in the public domain otherwise than as a result of a breach of this agreement by the Partner; 
2. Was known by the Partner prior to the company disclosing the information to the Partner; or
3. The Partner is required by law to disclose. 

6.2. Confidentiality obligations

1. Unless it has previous written consent from the Company the Partner must:
   1. Only use the confidential information for the  purpose of performing the Services. 
   2. Not use or attempt to use any confidential information in any manner which may prejudice the confidentiality of the Confidential Information or may injure or cause loss to the Company
2. The Partner must at all times store all Confidential information safely and securely. 

6.3. Confidentiality undertaking

The contractor agrees that the Company may require any of the designated Persons to sign a confidentiality agreement in a form that the company approves. 

6.4 Use and disclosure

A Receiving Party:

(a) may use Confidential Information of the Disclosing Party only for the purposes of this Partner Agreement;

(b) must keep confidential all Confidential Information of the Disclosing Party, except:

(i) for disclosure permitted under clause 6.2; and

(ii) to the extent (if any) the Receiving Party is required by Law to disclose any Confidential Information; and

(c) without limiting its obligations under clause 6.1(a)and 6.1(b) must use commercially reasonable efforts to keep all Confidential Information of the Disclosing Party safe and secure, including all notes and other records prepared by the Receiving Party or its disclosures based on or incorporating any Confidential Information of the Disclosing Party and all copies of those notes and records.

6.5 Permitted disclosure

A Receiving Party may disclose Confidential Information of the Disclosing Party to persons who:

(a) have a need to know for the purposes of this Partner Agreement (and only to the extent that each has a need to know); and

(b) before disclosure:

(i) in the case of the Receiving Party’s officers and employees, have been directed by the Receiving Party to keep confidential all Confidential Information of the Disclosing Party; and

(ii) in the case of other persons approved in writing by the Disclosing Party, have agreed in writing with the Receiving Party to comply with substantially the same obligations in respect of Confidential Information of the Disclosing Party as those imposed on the Receiving Party under this Partner Agreement (each a “Direction”).

6.3 Receiving Party’s obligations

A Receiving Party must:

(a) ensure that each person to whom it discloses Confidential Information of the Disclosing Party under clause 6.2 complies with its Direction; and

(b) immediately notify the Disclosing Party of, and take all reasonable steps to prevent or stop, any suspected or actual breach of a Direction or any improper or unauthorised use of the Confidential Information of the Disclosing Party.

6.4 Disclosure required by Law

If a Receiving Party is required by Law to disclose any Confidential Information of the Disclosing Party to a third person (including government bodies and agencies), the Receiving Party must, to the extent permitted by Law:

(a) before doing so:

(i) notify the Disclosing Party; and

(ii) give the Disclosing Party a reasonable opportunity to take any steps that the Receiving Party considers necessary to protect the confidentiality of that information; and

(b) notify the third person that the information is confidential to the Disclosing Party.

6.5 Acknowledgments

Each Receiving Party acknowledges that:

(a) the Disclosing Party may suffer commercial or other Loss if the Confidential Information of the Disclosing Party is used by any third party, or disclosed or made available to any third party by the Receiving Party other than in accordance with this Partner Agreement;

(b) damages may be an inadequate remedy to protect the interests of the Disclosing Party if the Receiving Party or any of its permitted discloses breach the provisions of this clause 6; and

(c) the Disclosing Party is entitled to seek and obtain injunctive relief or any other remedy, in any court, against the Receiving Party for breach of this clause 6.

7. Indemnity and liability

7.1  Indemnity

(a)  Each party indemnifies, and agrees to keep indemnified, the other party and its officers, employees, agents, and subcontractors, from and against any Loss arising from:

(i) any Claims by third parties that the use of MCA Materials (where MCA is the indemnifying party) or any of your own materials (where you are the indemnifying party) infringes a third person’s rights (including any Intellectual Property Rights); and

(ii) any Claims with respect to damage to physical property or injury or death to persons where that Claim arises as a result of any negligent act or omission or wilful misconduct of the indemnifying party.

(b) A party will not be liable under the indemnity in clause 7.1(a) to the extent that the liability has been caused by the acts or omissions of any of the indemnified persons.

(c) Any person claiming under the indemnity in clause 7.1(a) must use all commercially reasonable efforts to mitigate any Loss which is the subject of the indemnity.

(d) Subject to clause 7.3(b), you release and shall at all times indemnify MCA and its Affiliates (and employees, directors, officers, agents, and representatives of MCA and its Affiliates) from and against any and all claims, losses, damages, costs, liabilities, and expenses (including legal costs and expenses) arising, whether directly or indirectly, from or in connection with:

(i) breach of any third party’s Intellectual Property;

(ii) your use of any User Related Data and/or any Personal Information;

(iii) any breach or non-observance by you of any term of the Partner Agreement; or

(iv) any negligence, breach of statutory duty or wilful, wrongful, or unlawful act or omission by you.

7.2 Indemnification proceedings

In relation to any proceedings in respect of which a person is entitled to make any Claim for indemnity under clause 11.1:

(a)   if the indemnifying party requests, the indemnified party must allow the indemnifying party to conduct the proceedings in its own name (including by seeking leave to withdraw from the proceedings and withdrawing from the proceedings if such leave is granted, if the indemnifying party requests);

(b)   if the relevant indemnified party conducts the proceedings, it must keep the indemnifying party reasonably informed as to the progress of the proceedings and consult with the indemnifying party before lodging any pleadings or agreeing to any settlement; and

(c)   if the indemnifying party conducts the proceedings, each indemnified party must provide the indemnifying party with any assistance and information that the indemnifying party reasonably requests.

7.3  Limitation of liability

(a)  subject to clause 7.3(b), MCA’s aggregate liability for any loss suffered by, or claim by you in connection with this partner agreement is limited to the amounts paid by MCA to you under this partner agreement during the six (6) month period immediately preceding the loss or claim.

(b) in no circumstances shall mca be liable for any indirect or consequential loss or damage, including any loss of profit or loss of business opportunities (in each case, whether direct or indirect) suffered by the other or any other person arising out of, in connection with or relating to the performance, breach or non-observance of this partner agreement by that party.

(c) Except for any breaches of clause 12 of this Agreement, in no circumstances will You be liable for any indirect or consequential loss or damage, including any loss of profit or loss of business opportunities (in each case, whether direct or indirect), suffered by the other or any other person arising out of, in connection with or relating to the performance, breach or non-observance of the Agreement by that Party.

(d) Notwithstanding the foregoing, nothing in this Partner Agreement is intended to exclude any liability, rights or remedies available under any Law in the Applicable Jurisdiction which cannot be contractually excluded or restricted.

8. Protecting our integrations

(a) You acknowledge MCA’s investment and effort in our business model and our relationships with Members, Affiliates, Attendees, and other partners.  MCA is entering into this Partner Agreement, providing brand exposure as outlined in the Partner Agreement, and provision of onboarding and integrating your exclusive offer as set out in the Partner Agreement, on condition that:

(i)  You will not actively market, target, sell or supply services, memberships or offerings reasonably similar to ours as a manner of leveraging this partnership. 

(ii) You understand that this Partner Agreement is solely to promote Brand Exposure for you as it stands and is not an affiliation with MCA’s giveaway product and membership platform. 

(iii) You understand that this Partner Agreement is solely to promote Brand Exposure for you through providing an exclusive offer to our current member database through our platform. 

(iv) You understand that this Partner Agreement does not in any way entitle you to access to our member data, platform data, internal data (including but not limited to revenue analytics, marketing strategies). MCA will define data at its discretion. 

9. Term and Termination

9.1 Term

(a) This Partner Agreement commences on the Start Date and will continue until the designated termination date outlined in the Partner Agreement. Unless either party gives the other other party written notice of at least fourteen (14) days.

9.2 Termination 

(a) In addition to any other express rights of termination set out in this Partner Agreement, either party may terminate this Partner Agreement by providing five (5) days’ notice in writing to the other party where:

(i) the other party has committed a breach of a provision of this Partner Agreement which can be rectified and fail to rectify the breach within ten (10) days of written notice being given by the other party;

(ii) the other party has committed a breach of this Partner Agreement which cannot be rectified; or

(iii) a controlling interest in the other party’s business passes or is likely to pass to any other company or person.

10. Guarantees & Refunds

(a) The Company makes no guarantee or representation as to the number of Referrals or Customers, if any, that will become Your customer or use Your offer during the term of this Agreement. 

(b) You acknowledge and agree that you shall not receive any refunds on this Partner agreement as no guarantee of outcome can be made. 

11. Exclusion of implied terms

(a) The Law implies various conditions and warranties that might apply to this Partner Agreement.  The parties exclude all of those conditions and warranties to the fullest extent permitted by Law.

(b) MCA’s liability for breach of any implied warranty or conditions that cannot be excluded is restricted, at MCA’s option, to:

(i)  the re-supply of the relevant goods or services;

(ii) the cost of the re-supply of the relevant goods or services; or

(iii) any amount paid by the Member to MCA in respect of the relevant goods or services.

(c) Nothing in this Partner Agreement is to be interpreted as having the effect of excluding, restricting, or modifying any condition or warranty, or right or liability implied by any Applicable Law if such exclusion, restriction, or modification would be void or prohibited under the Laws of the Applicable Jurisdiction. 

(d) The provisions of this Partner Agreement are separate and severable. The invalidity of any clause or provision of this Partner Agreement shall not affect the validity of the reminder of the Partner Agreement.

12. Modifications to this Partner Agreement

(a) From time to time, MCA may update this Partner Agreement, and MCA reserves the right to modify and/or make changes to this Partner Agreement at any time.

(b) If MCA makes any material change to this Partner Agreement that materially reduces your rights, mca will notify you using prominent means such as by:

(i) email notice sent to the email address specified in your account; or

(ii) posting a notice on the Website.

(c) Other modifications will become effective on the day they are posted, unless stated otherwise.

(d) If you continue to provide the Services after the effective date of any change, then such provision will be deemed an acceptance of and an agreement to follow and be bound by this Partner Agreement as changed.

(e) The revised Partner Agreement supersedes all previous Partner Agreements.

13. General

13.1  Assignment

(a)  MCA may assign, novate, or otherwise transfer this Partner Agreement or any of its rights or obligations under this Partner Agreement.

(b) You may not assign, transfer, novate or otherwise deal with your rights and obligations under this Partner Agreement without the written consent of MCA, which will not be unreasonably withheld.

(c) This Partner Agreement inures to the benefit of and is binding upon the parties, their respective successors in interest by way of merger, acquisition, or otherwise (“transfer”) and their permitted assigns.  If you transfer all or any part of your business, you will do so on the basis that, subject to the agreement of MCA at the time, you will oblige the transferee to accept the terms and conditions of this Partner Agreement as part of the transfer.

13.2  Entire agreement

This Partner Agreement, including the Background, sets out the entire agreement between the parties as to its subject matter and supersedes all previous agreements, understandings, and negotiations on that subject matter.

13.3  Injunctive Relief

You acknowledge that monetary damages, alone, may not be adequate compensation for the harm suffered by MCA if you were to breach this agreement and agree that MCA may obtain equitable (including injunctive) relief from a court to stop or prevent you from doing so.

13.4  Directions

You must comply with all terms of this Partner Agreement and with any reasonable directions, special conditions, content and/or product guidelines or specifications advised by MCA from time to time.

13.5  Translations

Any version of these Referral Partner Terms in a language other than English is provided for convenience only and you understand and agree that the English language version will prevail where there is conflict.

13.6 Governing law and jurisdiction

(a)   This Partner Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the Applicable Jurisdiction.

(b)   The parties irrevocably submit to the exclusive jurisdiction of the Courts of the Applicable Jurisdiction.

13.7  Representations

The parties agree that no promise or representation made or given by MCA, its employees, officers, agents, or contractors will be recognised unless contained in this Partner Agreement.

13.8  Effect of signature

This Partner Agreement shall not be binding on MCA until it has been accepted by signature by its duly authorised officer.

13.9   Affiliates, successors, and assigns

This Partner Agreement is binding on you and your Affiliates (and any successors and permitted assigns).

13.10  Rights of third parties

If the Applicable Jurisdiction is England and Wales, unless expressly stated otherwise, this Partner Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Partner Agreement. Each of MCA’s Related Bodies Corporate may enforce any provision of the Agreement as if it were MCA.

13.11 Disputes

(a) The parties will first attempt to resolve any dispute under this agreement by referring the matter to a senior representative of each party with authority to settle the dispute, which will negotiate in good faith in an effort to reach a resolution. If such designated representatives are not able to agree on a resolution within fourteen (14) days after the initial notice of dispute, either party may bring legal action in a court of competent jurisdiction, and the parties irrevocably submit and agree to the exclusive jurisdiction and venue of the courts of the Applicable Jurisdiction, in accordance with the governing law of the Applicable Jurisdiction, which shall apply to any dispute or claim arising out of or related to this agreement. 

(b) Notwithstanding the foregoing, nothing in this section will prevent either party from bringing a legal action seeking preliminary or injunctive relief related to any alleged breach of a party’s obligations under this Agreement regarding a party’s Intellectual Property Rights or Confidential Information.

13.12 Severability

If one or more provisions of this Agreement are held to be unenforceable under Applicable Law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then:

(a) such provision shall be excluded from this Agreement;

(b) the balance of the Agreement shall be interpreted as if such provision were so excluded; and

(c) the balance of the Agreement shall be enforceable in accordance with its terms.

13.13 Notices

(a) Any notice given under or in connection with this agreement (“Notice”):

(i)  must be in writing and signed by a person duly authorised by the sender;

(ii) must be addressed and delivered to the intended recipient by hand, by prepaid post, by email at the address, or email address set out in the Parties section of this agreement, or at the address, or email address last notified by the intended recipient to the sender after the date of this agreement;

(b) This clause does not limit the way in which a notice can be served under any Law.

(c) The provisions of this clause 13.11 do not apply to notices given in legal proceedings. 

15. Definitions

15.1   Defined terms

In this Partner Agreement:

Affiliate means: any “associated entity” (as that phrase is defined in section 50AAA of the Corporations Act 2001 (Cth)).

Agreement has the meaning in clause 1(a).

Applicable Jurisdiction means:

(a)   the State of Queensland, Australia, if the Partner is located in any other country.

Applicable Law means:

(a) any applicable local, state, federal, or international law, statute, regulation, rule or ordinance; and

(b) any Approval, including any condition or requirement attaching to an Approval.

Approval means certificate, licence, consent, permit, approval, or other requirement of any Authority having jurisdiction in connection with the activities contemplated by this Partner Agreement.

Authority means any government, semi-governmental, statutory, administrative, fiscal or judicial body, department, commission, authority or tribunal.

Business Day means a day (other than a Saturday, Sunday, or public holiday) when banks in the Applicable Jurisdiction are open for business. 

Claim means any claim, proceeding, cause of action, action, demand, or suit (including by way of contribution or indemnity).

Confidential Information of a Disclosing Party means the following information, regardless of its form and whether the Receiving Party becomes aware of it before or after the date of this Partner Agreement:

(a)  information that is by its nature confidential;

(b)  information that is designated by the Disclosing Party as confidential; and

(c) information that is received or developed by the partner during the Term, which relates to processes, equipment and techniques used by MCA in the course of the MCA’s business, including but not limited to all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans; and

(d) information the Receiving Party knows, or ought to know, is confidential,

but excludes information that:

(e) the Receiving Party creates (whether alone or jointly with any third person) independently of the Disclosing Party; or

(f) is public knowledge (otherwise than as a result of a breach of confidentiality by the Receiving Party or any of its permitted disclosees).

For the avoidance of doubt, this Partner Agreement and all information supplied by MCA to you in relation to MCA finances and affairs, advertising space(s), contracts, pricing, and methods of business is confidential.

Customer means any person (who may be a Member) who orders, purchases, applies for, commences, initiates a trial, test, or other preliminary use of, or otherwise uses the memberships, event access or any other materials, software, products, or services provided by MCA.

Disclosing Party means a party who discloses or makes available Confidential Information to the Receiving Party or whose Confidential Information otherwise becomes known to the Receiving Party.

MCA IP means the Intellectual Property:

(a)   in MCA Materials;

(b)   in the MCA Marks;

(c)   existing prior to the Commencement Date (including the Content Hub) and all modifications, enhancements, derivations or updates to it; and

(d) information that is received or developed by the partner during the Term, which relates to processes, equipment and techniques used by MCA in the course of the MCA’s business, including but not limited to all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans.

MCA Marks means the artwork, logos, trade names, trademarks, and other branding (whether registered or unregistered) of MCA.

MCA Materials means documents, information, and materials, including marketing materials, produced by MCA and provided to you for the purposes of this Partner Agreement or used by MCA in performing its obligations under this Partner Agreement.

MCA Policies means any documentation and policies provided to you by MCA, as amended or varied from time to time.

GST means goods and services tax or value added tax or other equivalent indirect tax.

Initial Term means a period specified from the Start Date.

Intellectual Property Rights means all intellectual property rights, including the following rights:

(a) patents, copyright, rights in circuit layouts, designs, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have confidential information kept confidential;

(b) any application or right to apply for registration of any of the rights referred to in paragraph (a); and

(c) all rights of a similar nature to any of the rights in paragraphs (a) and (b) that may subsist anywhere in the world (including the Applicable Jurisdiction),

regardless of the form and whether or not such rights are registered or capable of being registered.

Law means:

(a) any applicable local, state, federal, or international law, statute, regulation, rule or ordinance; and

(b) any Approval, including any condition or requirement attaching to an Approval.

Loss means any cost (including legal costs on a solicitor and own third party basis, whether incurred by or awarded against the relevant party), expense, loss, damage, charge or liability whether direct, indirect or consequential (including pure economic loss), present or future, ascertained, unascertained, actual, prospective or contingent, and including any such cost, expense, loss, damage, charge or liability that is incurred in connection with a Claim, including the defence or settlement of that Claim.

Materials means the artwork, logos, trade names, trademarks, and other branding (whether registered or unregistered) of the Partners or Compamy.

Mediation Method  means:

1. through the Australian Centre for International Commercial Arbitration (“ACICA”) in accordance with its rules for mediation.

Member means a member of the MCA Community, giveaway platform, or any other materials, software, products, or services provided by MCA. 

Partner (or ‘you’ or ‘your’) means you, as the provider of partner services specified in the Partner Agreement to MCA pursuant to this Partner Agreement.

Partner IP means any artwork, logos, trade names, trademarks, and other branding (whether registered or unregistered) of the referral Partner. 

Partner Cover Agreement means a document that sets out details and terms regarding the provision of Services by the Referrer to MCA.   

Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable:

(a) whether the information or opinion is true or not; and

(b) whether the information or opinion is recorded in a material form or not.

Privacy Laws means all applicable laws, regulations, and regulatory guidance in force from time to time relating to or impacting privacy or the protection of Personal Information, privacy or data protection, including all national implementation legislation thereof in the relevant jurisdictions, including any laws that modify or replace any of the foregoing, including without limitation, to the extent applicable, the Privacy Act 1988 (Cth) and the Australian Privacy Principles in that Act, and The General Data Protection Regulation (GDPR) (EU) 2016/679.

Privacy Policy means MCA’s privacy policy, as amended from time to time.

Receiving Party means a party who obtains or otherwise becomes aware of Confidential Information of the other party.

Services means the marketing to, and referral of, Customers by you in accordance with the terms of this Partner Agreement.

Start Date has the meaning given to it in clause 9.1.

Tax means:

(a) all taxes, including but not limited to any GST, levied, imposed, or assessed under any statute, ordinance, decree, regulation, order, or Law in the Applicable Jurisdiction or elsewhere; and

(b) any additional tax, interest, penalty, charge, fee, or other amount of any kind assessed, charged, or imposed in relation to the late or short payment of any tax or the failure to file any return.

Term means the Initial Term plus any Option(s) as exercised by MCA in accordance with the terms of this Partner Agreement.

Website means MCA’s website at www.motorcultureaustralia.com

.