Brand Agreement

This Brand Agreement ("Agreement") is entered into between ReferralHub ("Platform", "we", "us") and the company, business, or individual who requests the listing of one or more affiliate campaigns on the Platform ("Merchant", "you"). By submitting a campaign request, executing a campaign order form, or otherwise instructing ReferralHub to activate a campaign, the Merchant acknowledges that they have read, understood, and agree to be bound by this Agreement and any campaign-specific terms agreed in writing with ReferralHub.

ReferralHub will create and configure the Merchant's campaign on the Platform in accordance with the campaign details agreed in writing, including the destination URL, commission model, campaign title, description, and any creator eligibility requirements ("Campaign Details"). The Merchant is solely responsible for ensuring that: (a) the destination URL and all linked pages are operational, accurate, and compliant with applicable laws and regulations; (b) the advertised product or service exists, is available for purchase or sign-up, and conforms to the description provided in the Campaign Details; and (c) any changes to the destination URL, commission structure, or campaign terms are notified to ReferralHub in writing with reasonable advance notice. Campaigns become publicly visible to creators on the Platform only after ReferralHub confirms activation in writing or via the Platform.

The Merchant agrees to: (a) specify the commission model (Cost Per Action, Cost Per Lead, Cost Per Sale, or Revenue Share) and the applicable per-conversion rate or percentage in the Campaign Details; (b) maintain a prepaid or pre-authorised budget balance sufficient to cover commissions that may accrue from creator activity; and (c) top up the budget balance promptly upon notification from ReferralHub that available funds are approaching a minimum threshold. ReferralHub reserves the right to pause or suspend the Merchant's campaign, without liability, if the available budget balance is insufficient to cover accrued or anticipated commissions. The Merchant acknowledges that pausing a campaign does not cancel any commissions already accrued prior to the pause.

The Merchant agrees to review conversions recorded by the Platform for each campaign within the verification window specified in the Campaign Details (or, if no window is specified, within fourteen (14) calendar days of each conversion being reported). Where the Merchant fails to approve or formally dispute a conversion within the applicable verification window, that conversion shall be deemed approved and the corresponding commission shall be credited to the relevant creator's available balance. Disputes must be submitted in writing to ReferralHub with supporting evidence (including but not limited to server logs, transaction records, or signed declarations) demonstrating that the conversion is invalid, fraudulent, or does not meet the Campaign Terms. ReferralHub's determination of disputed conversions following review of available evidence shall be final and binding.

In consideration of the services provided by ReferralHub, the Merchant agrees to pay a platform service fee in the amount and on the schedule set out in the applicable campaign order form or written agreement between the parties ("Platform Fee"). The Platform Fee is payable in addition to the creator commissions funded by the Merchant's budget balance. All amounts stated are exclusive of applicable taxes, including but not limited to Goods and Services Tax (GST) or Sales and Services Tax (SST), which shall be borne by the Merchant where applicable. ReferralHub reserves the right to revise the Platform Fee structure with not less than thirty (30) days' prior written notice to the Merchant.

The Merchant agrees that: (a) its campaigns, products, services, and promotional materials comply with all applicable laws and regulations, including consumer protection, advertising standards, data protection, and financial services laws; (b) it will not instruct or encourage creators to make representations about its products or services that are false, misleading, or not capable of substantiation; (c) it will not dispute or seek to reverse commissions in bad faith or as a means of avoiding legitimate commission obligations; (d) it will not solicit, recruit, or contract directly with creators identified through the Platform for the purpose of circumventing the Platform's commission and tracking systems during the term of this Agreement and for twelve (12) months following its termination; and (e) it will not use the Platform to collect personal data of consumers or creators in a manner that is inconsistent with applicable data protection laws, including the Personal Data Protection Act 2010 (Malaysia).

The Merchant grants ReferralHub and its approved creators a limited, non-exclusive, royalty-free licence to reproduce, display, and distribute the Merchant's trademarks, logos, product images, and other campaign assets ("Merchant Assets") solely for the purpose of promoting the Merchant's campaign through the Platform. The Merchant retains all intellectual property rights in the Merchant Assets. This licence terminates automatically upon the conclusion or termination of the relevant campaign. Nothing in this Agreement transfers any ownership of Merchant Assets to ReferralHub or any creator. The Merchant warrants that it has all necessary rights and clearances to grant the licence set out in this clause and that the use of Merchant Assets in accordance with this Agreement will not infringe the intellectual property rights of any third party.

Each party ("Receiving Party") agrees to keep confidential all non-public information disclosed by the other party ("Disclosing Party") in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"), including but not limited to campaign performance data, commission rates, pricing, technical specifications, and business strategies. Each party agrees to: (a) use Confidential Information solely for the purposes of performing its obligations under this Agreement; and (b) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except as required by applicable law or court order. These obligations survive termination of this Agreement for a period of three (3) years.

Either party may terminate an active campaign by providing written notice to the other party, subject to any minimum campaign duration agreed in the Campaign Details. ReferralHub may suspend or terminate a campaign immediately, without prior notice, if: (a) the campaign, product, or service is found to violate any applicable law, regulation, or Platform policy; (b) the Merchant's budget balance is insufficient to cover accrued commissions; (c) the Merchant breaches any material term of this Agreement; or (d) ReferralHub is required to do so by a competent authority. Termination of a campaign does not extinguish the Merchant's obligation to fund commissions accrued by creators prior to the effective date of termination. ReferralHub shall continue to process and pay such accrued commissions following termination.

To the fullest extent permitted by applicable law: (a) ReferralHub makes no warranty, express or implied, as to the accuracy of tracking data, the performance of any creator, or the results that the Merchant's campaign will achieve; (b) ReferralHub shall not be liable for any act or omission of any creator, including any unauthorised or non-compliant promotional activity; (c) ReferralHub's total aggregate liability to the Merchant for any claim arising under or in connection with this Agreement shall not exceed the total Platform Fees paid by the Merchant to ReferralHub in the three (3) months immediately preceding the event giving rise to the claim; and (d) ReferralHub shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of revenue, loss of data, damage to brand reputation, or loss of business opportunity, regardless of whether such damages were foreseeable.

ReferralHub reserves the right to amend this Agreement at any time. Notice of material amendments will be provided to the Merchant via email to their registered address no less than thirty (30) days before the amendment takes effect. The Merchant's continued use of the Platform after the effective date of any amendment constitutes acceptance of the revised Agreement. If the Merchant does not agree to an amendment, they must notify ReferralHub in writing before the effective date, and both parties will work in good faith to agree an alternative arrangement. If no agreement is reached, the Merchant's sole remedy is to terminate their campaigns in accordance with clause 9.

This Agreement shall be governed by and construed in accordance with the laws of Malaysia. The Merchant irrevocably submits to the exclusive jurisdiction of the courts of Malaysia for the resolution of any dispute, claim, or controversy arising out of or in connection with this Agreement or the Merchant's use of the Platform.