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XtraClubs

XtraClubs Influencer Commission Program Terms and Conditions

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These Influencer Commission Program Terms & Conditions (Terms) govern participation in the XtraClubs Influencer Commission Program (Program) operated by Xtra Wellness Pty Ltd trading as XtraClubs (Xtra).

By entering into an Influencer Commission Agreement with Xtra or otherwise participating in the Program, an Influencer agrees to these Terms.

1. Program Purpose

The Program allows approved influencers and marketing partners to promote Xtra memberships using a Unique Coupon Code and potentially earn commission on eligible memberships attributable to that code.

Participation does not guarantee any minimum number of referrals, commissions, income, engagement duration or continued availability of the Program.

2. Eligibility to Participate

An Influencer must:

(a) be approved by Xtra;

(b) hold and maintain a valid ABN;

(c) enter into an Influencer Commission Agreement if required by Xtra;

(d) comply with these Terms and applicable laws and platform requirements;

(e) provide any information reasonably required by Xtra to administer the Program; and

(f) the legal right to work in Australia.

Xtra may accept or reject participation in the Program at its discretion.

3. Unique Coupon Code

Xtra may issue the Influencer a Unique Coupon Code.

All Coupon Codes remain under Xtra’s ownership and control.

Xtra may modify, replace, suspend or disable a Coupon Code at any time, including for technical, commercial, fraud-prevention, compliance or brand-protection reasons.

The Influencer acquires no ownership or continuing right in a Coupon Code.

4. Customer Discount

Unless otherwise specified by Xtra, successful application of an eligible Influencer Coupon Code provides the customer with $10 off their first membership payment.

The discount:

(a) applies once only;

(b) may be combined with an Xtra sale or promotional offer, including Founding Membership pricing;

(c) cannot be combined with another coupon code unless Xtra expressly permits it; and

(d) has no cash value.

Xtra may change, suspend or withdraw the customer benefit prospectively in accordance with these Terms.

5. Attribution

A referral is attributed to an Influencer only where the Influencer’s Unique Coupon Code is successfully applied to the membership during checkout.

This is a strict requirement.

Xtra will not retrospectively:

(a) apply a Coupon Code;

(b) attribute a membership to an Influencer;

(c) transfer attribution between influencers; or

(d) recognise a referral based on screenshots, messages, verbal statements, advertising data or other evidence that a customer encountered an Influencer’s content.

Where multiple influencers have promoted Xtra to the same person, commission belongs only to the Influencer whose eligible Coupon Code was successfully applied at checkout.

6. New and Returning Members

A referral may relate to either a new Xtra customer or a returning former member.

However, a customer is not eligible if they held an active Xtra membership at any time during the 28 days immediately preceding the new membership commencement.

A member cannot cancel an active membership and immediately resubscribe using an Influencer Coupon Code to create a commission entitlement.

Xtra may use its membership records, account details, payment information and other reasonably available information to identify duplicate or reactivated memberships.

7. Qualifying Membership

A membership becomes a Qualifying Membership only if:

(a) an eligible Coupon Code was successfully applied at checkout;

(b) the membership is an eligible membership type;

(c) the member remains an active Xtra member throughout their first 28 days;

(d) all membership payments falling due during those first 28 days are successfully paid;

(e) the membership has not been refunded, reversed or charged back in a manner that causes Xtra to lose the relevant revenue;

(f) the referral is genuine and has not resulted from prohibited manipulation or self-referral; and

(g) all other requirements of these Terms have been satisfied.

A membership pause during the first 28 days does not by itself make the membership ineligible, provided the membership is not cancelled during that period.

8. Commission

For each Qualifying Membership, the Influencer is entitled to a single, one-off commission determined by the membership initially purchased:

MembershipCommission
Essentials$5
Elevate$10
Thrive$15

Commission amounts are inclusive of GST where applicable.

No recurring commission is payable.

The membership selected at initial signup determines the commission. A subsequent upgrade, downgrade, pause or other plan change does not retrospectively change the commission amount.

No commission applies to another membership tier, product or service unless Xtra expressly adds that product or service to the Program.

9. Commission Validation

Commission is not earned merely because a customer enters a Coupon Code or purchases a membership.

A prospective commission remains subject to validation until the applicable 28-day qualification period and Xtra’s validation process have been completed.

Xtra may withhold validation while reasonably investigating suspected fraud, abuse, payment disputes, technical anomalies or non-compliance.

10. Xtra Records

Xtra’s membership, checkout, Coupon Code, payment and other system records are the authoritative source for determining:

(a) attribution;

(b) eligibility;

(c) membership type;

(d) qualification;

(e) commission amounts; and

(f) payment status,

except in the case of manifest error.

11. Payment

Commission is calculated monthly in arrears following validation.

Unless otherwise agreed:

(a) accrued commission must reach $100 before Xtra is required to make a payment;

(b) balances below $100 roll forward;

(c) the Influencer must provide Xtra with a valid tax invoice;

(d) payment terms are 30 days from Xtra’s receipt of a valid tax invoice; and

(e) the Influencer is responsible for maintaining accurate payment, ABN and invoicing information.

Where a Good Leaver has a final valid commission balance below $100, Xtra will permit that balance to be invoiced as a final payment.

12. Refunds, Chargebacks and Clawbacks

Xtra may cancel, reverse or claw back commission where Xtra suffers a loss or reversal of revenue associated with the relevant membership, including because of:

(a) a refund;

(b) chargeback;

(c) payment reversal;

(d) failed or dishonoured payment;

(e) fraudulent or unauthorised payment;

(f) duplicate or invalid membership;

(g) fraudulent or manipulated referral activity; or

(h) another circumstance in which commission was incorrectly paid or the underlying revenue was not genuinely received or retained by Xtra.

Xtra may deduct a clawback from any current or future amounts payable to the Influencer.

If insufficient amounts are payable to offset the clawback, the Influencer must repay the outstanding amount to Xtra within 30 days of written demand.

13. Self-Referrals and Manipulation

An Influencer must not earn commission by referring themselves.

Friends and family may legitimately use the Coupon Code provided their membership is genuine and otherwise complies with these Terms.

The Influencer must not create, facilitate or encourage:

(a) fake or duplicate accounts;

(b) artificial memberships;

(c) payment manipulation;

(d) deliberate cancellation and resubscription intended to obtain the offer;

(e) false customer identities;

(f) coordinated activity designed primarily to generate improper commissions; or

(g) any other conduct Xtra reasonably considers fraudulent or abusive.

Xtra may reject, reverse or investigate any commission it reasonably suspects resulted from such activity.

14. Permitted Promotion

Subject to these Terms, Influencers may promote their Coupon Code through their own content, social media, websites, paid advertising, third-party websites and coupon or promotional websites.

The Influencer controls when, where and how they undertake their promotional activities.

Nothing in these Terms requires the Influencer to perform set hours or work from a particular location.

15. Brand Bidding Prohibited

Influencers must not purchase, bid on or otherwise target paid search keywords comprising or confusingly similar to:

  • Xtra;
  • XtraClubs;
  • Xtra Wellness;
  • Xtra domain names;
  • Xtra trademarks;
  • individual Xtra club or location names; or
  • misspellings, variations or confusingly similar versions of any of the above.

This restriction includes paid search and other keyword-based advertising intended to intercept users searching specifically for Xtra.

Xtra may treat brand bidding as a serious breach of these Terms.

16. Advertising Disclosures

The Influencer must clearly disclose their commercial relationship with Xtra wherever required by applicable law, advertising standards or platform rules.

This may include using #ad, a Paid Partnership label or another sufficiently clear disclosure appropriate to the platform and content.

The Influencer is responsible for ensuring their advertising complies with applicable requirements.

17. Content Standards

Xtra does not ordinarily require pre-approval of Influencer content.

However, the Influencer must not publish Xtra-related content that:

(a) is false, deceptive or misleading;

(b) materially misrepresents Xtra, its services, facilities, pricing or promotions;

(c) makes unauthorised medical, therapeutic or health claims;

(d) is unlawful;

(e) is discriminatory or hateful;

(f) is pornographic or sexually explicit;

(g) promotes gambling or illicit drugs;

(h) promotes or glorifies harmful addictive behaviour;

(i) infringes another person’s intellectual property or other rights;

(j) disparages Xtra, its members, staff or partners; or

(k) is otherwise reasonably likely to cause material damage to Xtra’s brand or reputation.

Medical, therapeutic and health claims concerning Xtra’s services must not be made unless the relevant claim has been supplied or expressly approved by Xtra.

18. Accuracy of Offers

The Influencer must not falsely describe a Coupon Code or Xtra offer as:

(a) an official Xtra sale;

(b) exclusive;

(c) limited in quantity;

(d) available only for a specified period; or

(e) subject to another form of scarcity or urgency,

unless that representation is accurate and has been authorised by Xtra.

19. Removal or Correction of Content

Xtra may require the Influencer to amend, correct or remove Xtra-related content where Xtra reasonably considers it inaccurate, misleading, unlawful, non-compliant, outdated or damaging to Xtra’s reputation.

The Influencer must comply promptly with such a request.

Unless Xtra agrees otherwise, Xtra-related promotional content intended to generate commission must remain published for at least 30 days from initial publication.

20. Intellectual Property

Xtra grants the Influencer a limited, non-exclusive, revocable, non-transferable licence to use Xtra’s approved names, trademarks, logos and marketing materials solely for the purpose of promoting Xtra under the Program.

All rights in Xtra’s intellectual property remain with Xtra.

Xtra may revoke this permission at any time.

On termination or Xtra’s request, the Influencer must cease using Xtra intellectual property except where otherwise authorised in writing.

21. Licence to Influencer Content

The Influencer retains ownership of original content they create.

The Influencer grants Xtra a worldwide, royalty-free, non-exclusive licence to use Influencer content relating to Xtra, including any name, image, likeness, voice, username or social handle appearing in that content, for Xtra’s marketing and advertising purposes.

This licence includes the right to:

(a) reproduce;

(b) publish;

(c) display;

(d) distribute;

(e) crop and resize;

(f) edit and adapt;

(g) reformat;

(h) use on Xtra-owned digital channels;

(i) repost on social media; and

(j) use in paid advertising.

No additional content usage, talent or licensing fee is payable by Xtra for those uses.

For each item of content used by Xtra, the licence continues for 12 months from Xtra’s first use of that content.

The Influencer warrants that they have sufficient rights and permissions to grant this licence, including in relation to third-party material and persons prominently featured in the content.

22. Non-Exclusivity and Competitors

The Program is non-exclusive.

The Influencer may provide services to and promote other businesses, including competitors of Xtra.

However, Xtra may terminate the relationship where Xtra reasonably determines that the Influencer’s promotion of a competing business creates a material commercial conflict or makes continued association commercially or reputationally inappropriate.

23. Independent Contractor Relationship

The Influencer participates as an independent contractor carrying on their own business and providing marketing, advertising and promotional services to Xtra.

Nothing in the Program creates an employment, partnership, joint venture, fiduciary or agency relationship.

The Influencer:

(a) controls how, when and where their services are performed;

(b) supplies their own equipment and resources;

(c) bears their own operating and business costs unless Xtra expressly agrees in writing to reimburse a particular expense;

(d) may provide services to other persons and businesses;

(e) is not guaranteed any volume of work or income;

(f) cannot enter into contracts, incur liabilities or make commitments on Xtra’s behalf; and

(g) is responsible for their own business, taxation and statutory obligations.

The parties intend that the Influencer is not entitled to employee benefits, leave, superannuation or other employment entitlements arising from participation in the Program, except to the extent Xtra has a mandatory legal obligation that cannot lawfully be excluded.

24. Influencer Expenses

All costs associated with participating in the Program, including content production, equipment, travel, advertising, media spend and third-party services, are borne by the Influencer unless Xtra expressly agrees in writing and in advance to reimburse a particular cost.

25. Program Changes

Xtra may prospectively modify the Program, including:

(a) commission rates;

(b) customer discounts;

(c) qualifying membership types;

(d) qualification requirements;

(e) payment thresholds;

(f) Coupon Code rules; and

(g) these Terms.

Changes apply prospectively from the date specified by Xtra and do not retrospectively reduce commission that has already become fully earned and validated before the change takes effect, except where these Terms otherwise permit a reversal or clawback.

Continued participation after a change takes effect constitutes acceptance of the updated Terms.

26. Suspension and Investigation

Xtra may immediately suspend:

(a) an Influencer;

(b) a Coupon Code;

(c) attribution of new referrals; and/or

(d) commission payments,

while investigating suspected fraud, misconduct, non-compliance, brand bidding, payment manipulation, reputational risk or another suspected breach.

Suspension does not itself determine whether the Influencer is a Good Leaver or Bad Leaver.

27. Termination Without Cause

Either Xtra or the Influencer may terminate the relationship without cause by giving at least 7 days’ written notice.

Xtra may disable the Coupon Code when termination takes effect.

Subject to these Terms, a Good Leaver remains entitled to valid commission attributable to eligible memberships generated before termination, including memberships still completing their 28-day qualification period.

A Good Leaver may receive a final valid commission balance even where it is below the ordinary $100 payment threshold.

28. Bad Leavers

Xtra may immediately terminate an Influencer and designate them a Bad Leaver where the Influencer:

(a) commits or attempts fraud;

(b) manipulates or attempts to manipulate referrals, memberships, attribution or commission;

(c) engages in prohibited self-referral;

(d) engages in prohibited brand bidding;

(e) knowingly or materially publishes false or misleading advertising;

(f) materially breaches advertising or regulatory requirements;

(g) seriously or repeatedly breaches these Terms or their Influencer Commission Agreement;

(h) materially misuses Xtra’s intellectual property;

(i) fails to comply with a reasonable content correction or removal request;

(j) engages in conduct reasonably likely to bring Xtra into serious disrepute; or

(k) engages in conduct Xtra reasonably considers materially harmful to Xtra’s brand, reputation, members or business.

To the extent permitted by law, a Bad Leaver forfeits unpaid commission, including commission relating to referrals generated before termination but not yet paid.

This is without limiting Xtra’s other rights, including clawback and recovery rights.

29. Reputation Protection

Xtra may immediately suspend or terminate an Influencer where their conduct, public statements, content or association with Xtra creates a material and reasonable risk of harm to Xtra’s reputation or brand.

This right applies whether the relevant conduct occurs in connection with the Program or separately from it.

30. Tax and GST

Commission amounts stated by Xtra are inclusive of GST where applicable.

The Influencer is responsible for determining and complying with their own GST, income tax, invoicing and other taxation obligations.

The Influencer must maintain a valid ABN and promptly notify Xtra of relevant changes to their tax or business status.

31. No Authority to Bind Xtra

The Influencer must not represent that they are an employee, officer, partner, agent or authorised representative of Xtra.

The Influencer has no authority to:

(a) enter into agreements for Xtra;

(b) incur liabilities on behalf of Xtra;

(c) make warranties or guarantees for Xtra; or

(d) otherwise bind Xtra.

32. No Guaranteed Program

Xtra does not guarantee:

(a) any minimum commission;

(b) any minimum number of referrals;

(c) any minimum engagement duration;

(d) continued operation of the Program;

(e) continued availability of a Coupon Code; or

(f) that a particular promotional offer, membership or commission rate will remain available.

33. Liability

To the maximum extent permitted by law, Xtra is not liable for indirect, incidental, special or consequential loss arising from participation in the Program, including loss of anticipated commission, advertising expenditure, audience growth, opportunity or profit.

Nothing in these Terms excludes, restricts or modifies a right, guarantee or remedy that cannot lawfully be excluded, restricted or modified.

34. General

If any provision of these Terms is invalid or unenforceable, it will be read down to the minimum extent necessary or, if that is not possible, severed without affecting the remaining provisions.

A failure or delay by Xtra to exercise a right does not constitute a waiver of that right.

The Influencer may not assign or transfer their participation, Coupon Code or rights under the Program without Xtra’s prior written consent.

Xtra may assign or transfer its rights and obligations in connection with a sale, restructure or transfer of the Xtra business or relevant assets.

35. Governing Law

These Terms and the Influencer Commission Agreement are governed by the laws of New South Wales, Australia.

The parties submit to the courts of New South Wales and courts entitled to hear appeals from those courts.