SistaShop™ Leadership Terms & Conditions

A “Leadership Position” means the specific SistaShop™ leadership inventory identified in the accepted commercial proposal, including an eligible:

(a) Category Leadership position;

(b) Home / Discovery Leadership position; or

(c) SistaFam® / Subscriber Feed Leadership position.

Leadership inventory is finite and allocated by market, feed and, where applicable, category or defined leadership role.

A Leadership Position gives the Participant the contracted position and associated SistaShop™ capabilities identified in the Agreement.

A Leadership Position does not transfer ownership of any category, feed, market, audience or SistaShop™ intellectual property to the Participant.

All Leadership Positions are subject to availability, eligibility and acceptance of the applicable commercial terms.

Except where a position is subject to an active Enterprise Reservation under section 3, a Leadership Position remains available until SistaShop™ receives the applicable Founding Year payment.

Receipt of a proposal, expression of interest, internal preference or discussion does not reserve a Leadership Position.

Once the applicable payment has been received and the Agreement has been formed, SistaShop™ will confirm the position as allocated to the Participant for the applicable Paid Term, subject to these Terms.

Where the Enterprise Path is selected, a signed Letter of Intent and 10% refundable deposit remove the selected Leadership Position from availability for 10 business days while the Participant completes its internal approval process.

During the 10-business-day reservation period, SistaShop™ will not allocate that specific position to another organisation.

If full payment is not received within the reservation period:

(a) the Leadership Position returns to available inventory; and

(b) the 10% reservation deposit is refunded.

The reservation window applies once per position unless otherwise agreed in writing.

The reservation period is not part of the Paid Term.

For the direct payment pathway, the Participant accepts the applicable commercial proposal by completing the Founding Year payment specified in that proposal. The Leadership Position is secured when SistaShop™ receives that payment, subject to these Terms.

For the Enterprise Path, execution of a Letter of Intent and payment of the 10% refundable reservation deposit reserve the selected Leadership Position for the period specified in section 3 but do not commence the Paid Term.

Where further written contracting documentation is agreed between the parties, that documentation forms part of the Agreement.

Unless expressly stated otherwise in the accepted commercial proposal, the initial Paid Term for a Leadership Position is 12 months.

The Paid Term begins when full SistaShop™ commerce goes live and the applicable Leadership Position becomes commercially active in the relevant market.

If SistaShop™ delays commercial activation, the Paid Term begins on the actual activation date.

Pre-launch onboarding, verification, profile activation, content preparation, production and other agreed activation activities may occur before the Paid Term begins.

The applicable Leadership fee and payment requirements are stated in the accepted commercial proposal.

Fees are payable in the currency specified in that proposal.

Leadership Positions are separately allocated by market unless expressly stated otherwise.

Commercial Diamond™, Crown™ or other SistaShop™ subscriptions are separate from Leadership unless expressly included in the accepted commercial proposal.

Each party is responsible for taxes imposed on it by applicable law.

Where GST or another transaction tax is required to be charged by SistaShop™, it will be charged and documented in accordance with applicable law.

Where the applicable Leadership Position forms part of rotating leadership inventory, each Founding Leader receives equal rotation within the leadership positions of the feed or category position it secures.

Purchasing one Leadership Position does not provide a Leadership Position in another feed, category, role or market unless that additional position is expressly included in the Agreement.

Equal rotation does not guarantee any particular number of impressions, views, clicks, transactions, conversions, sales or revenue.

Leadership participation is conditional on the Participant maintaining the verification, commercial and eligibility requirements applicable to its participation on SistaShop™.

SistaShop™ may reasonably require current information necessary to maintain applicable business, professional, product, service or regulatory eligibility.

Verification or participation on SistaShop™ does not constitute governmental or regulatory approval, certification or endorsement of the Participant or any product, service or claim.

The Participant remains responsible for the accuracy and legality of information, products, services, claims and materials it supplies to SistaShop™.

SistaShop™ applies eligibility, product classification, claims, participant-role and jurisdictional controls to relevant platform activities.

A product, service, claim, video, link, transaction or other activity may be restricted, gated, withheld or removed where reasonably necessary to comply with applicable law, regulatory requirements or SistaShop™ eligibility controls.

A Leadership Position does not override these controls and does not guarantee that every Participant product, service, claim or transaction will be available in every jurisdiction.

A Leadership Position does not create a right to publicly promote, list, transact or otherwise commercialise a product or service that is not eligible for the relevant jurisdiction.

Investigational, clinical-trial, pre-authorisation and other restricted products are subject to applicable regulatory and market requirements.

Where public commercial activity is not permitted, the affected product or activity may remain unavailable until the applicable requirements have been satisfied.

The Participant is responsible for ensuring that materials it provides are accurate and that it has all rights and permissions required to provide and use them.

The Participant must not knowingly provide unlawful, misleading, deceptive or unsubstantiated content or content that infringes third-party rights.

SistaShop™ may reasonably require amendment, substantiation, restriction or removal of content where necessary to satisfy applicable legal, regulatory, eligibility or platform requirements.

Each party retains ownership of its pre-existing names, trademarks, logos, content, technology and other intellectual property.

The Participant grants SistaShop™ a non-exclusive, limited licence for the duration of the Agreement to use Participant-approved names, trademarks, logos, product images, videos and other supplied materials as reasonably necessary to:

(a) provide and display the Participant’s SistaShop™ presence and Leadership Position;

(b) produce agreed SistaShop™ content and experiences; and

(c) undertake agreed launch, discovery, production and commercial activities associated with the Participant’s SistaShop™ participation.

No ownership of Participant intellectual property transfers to SistaShop™.

No ownership of SistaShop™, Sistapedia®, SistaFam®, verification marks, platform technology, designs, data systems or other SistaShop™ intellectual property transfers to the Participant.

Where available and technically valid, SistaShop™ may provide reporting relating to the Participant’s Leadership Position, including applicable impressions, interactions, destination visits and attributable commerce.

Leadership provides commercial positioning and the applicable SistaShop™ capabilities.

SistaShop™ does not guarantee any particular sales, revenue, transactions, audience volumes, impressions, conversion rates, market share or other commercial outcome.

SistaShop™ may make reasonable changes to its technology, interfaces, security, verification systems, regulatory controls and operating infrastructure during the Paid Term.

SistaShop™ will not materially reduce the substantive Leadership Position purchased by the Participant without providing a reasonably equivalent implementation or otherwise agreeing an appropriate solution with the Participant.

Changes required to comply with applicable law, regulatory requirements, security obligations or platform integrity requirements may be implemented where reasonably necessary.

SistaShop™ may suspend or restrict affected content, functionality, transactions or a Leadership Position where reasonably necessary because of:

(a) verification or eligibility failure;

(b) unlawful or materially non-compliant activity;

(c) regulatory or jurisdictional requirements;

(d) material security or platform-integrity risk;

(e) infringement of third-party rights; or

(f) material breach of the Agreement.

Where reasonably practicable and legally permissible, SistaShop™ will notify the Participant of the issue and provide a reasonable opportunity to remedy a breach that is capable of remedy.

Immediate action may be taken where reasonably necessary to address an urgent legal, regulatory, security or platform-integrity risk.

If SistaShop™ is unable to make the contracted Leadership Position commercially active, the Paid Term will not commence until the position becomes commercially active.

If SistaShop™ determines that it cannot provide the contracted Leadership Position, SistaShop™ and the Participant may agree to a reasonably equivalent available Leadership Position.

If no reasonably equivalent position is agreed and SistaShop™ cannot provide the contracted Leadership Position, SistaShop™ will refund any prepaid Leadership fee attributable to the undelivered Paid Term.

This section does not apply where delivery is prevented by the Participant’s failure to satisfy applicable verification, eligibility, legal, regulatory or contractual requirements.

Either party may terminate the Agreement for a material breach by the other party where the breach remains uncured following reasonable written notice and a reasonable opportunity to remedy it, where the breach is capable of remedy.

Either party may terminate the Agreement where continuation would be unlawful or where the other party becomes insolvent, ceases business or commits a material breach that is incapable of remedy.

Any financial consequences of termination, including treatment of prepaid amounts, will be determined by the circumstances of termination, the accepted commercial proposal and applicable law.

Nothing in these Terms creates a refund entitlement except where expressly provided in the Agreement or required by applicable law.

The refundable Enterprise Reservation deposit described in section 3 and the failure-to-deliver protection described in section 16 remain subject to their specific provisions.

A Founding Leader receives the first opportunity to renew its allocated Leadership Position for the term immediately following its initial 12-month Founding Term, subject to:

(a) continued verification and eligibility;

(b) the Participant remaining in good standing;

(c) acceptance of the applicable renewal terms and pricing; and

(d) exercise of the renewal right within the renewal period notified by SistaShop™.

If the renewal opportunity is not exercised within the applicable renewal period, the position may return to available inventory.

Renewal is not automatic.

No preferential renewal right beyond the first renewal is created unless expressly agreed in writing.

Where the accepted commercial proposal identifies the Participant as a Founding Leader, the Participant receives the Founding Leader benefits expressly stated in that proposal, subject to continued eligibility and availability where applicable.

Scheduling of studio production, content and events will be coordinated reasonably between the parties and remains subject to production capacity, availability, applicable approvals and regulatory requirements.

Each party must protect confidential non-public commercial, technical, pricing and business information received from the other party and use it only for purposes connected with the Agreement.

Confidential information may be disclosed to employees, professional advisers, contractors or representatives who reasonably require access and are subject to appropriate confidentiality obligations, or where disclosure is required by law.

Confidentiality obligations do not apply to information that:

(a) is or becomes publicly available other than through breach of the Agreement;

(b) was lawfully known to the receiving party without restriction;

(c) is independently developed without use of the confidential information; or

(d) is lawfully received from a third party without confidentiality restriction.

Each party must comply with privacy and data-protection laws applicable to its activities under the Agreement.

SistaShop™ will manage platform data, verification states, transaction information and associated records in accordance with its applicable privacy, security and regulatory controls.

Nothing in the Agreement transfers ownership of another SistaShop™ participant’s personal information to the Participant or provides unrestricted access to SistaShop™ platform data.

Each party represents that it has authority to enter into the Agreement.

The Participant represents that it has the rights and permissions required for materials it supplies to SistaShop™.

Except for guarantees, warranties or other rights that cannot lawfully be excluded or modified, SistaShop™ does not warrant that a Leadership Position will produce any particular commercial result.

Each party remains responsible for its own acts and omissions in accordance with the Agreement and applicable law.

Neither party excludes or limits liability to the extent that liability cannot lawfully be excluded or limited.

Any limitation of liability, indemnity or additional allocation of risk between SistaShop™ and the Participant must be expressly agreed in writing.

Nothing in these Terms creates an indemnity in favour of either party unless expressly agreed in writing.

Neither party is liable for delay or failure to perform an obligation, other than an obligation to pay an amount already due, to the extent caused by circumstances beyond its reasonable control.

The affected party must take reasonable steps to minimise the effect of the event and resume performance as soon as reasonably practicable.

If such circumstances materially prevent delivery of the applicable Leadership Position for a prolonged period, the parties will work in good faith to determine an appropriate treatment of the affected period.

Formal notices relating to the Agreement must be sent to the business or legal contact details provided by the parties in connection with the accepted commercial proposal, or to replacement contact details subsequently notified in writing.

Electronic notice may be used to the extent permitted by applicable law.

Neither party may assign the Agreement without the other party’s prior written consent, which must not be unreasonably withheld or delayed.

SistaShop™ may assign the Agreement as part of a bona fide corporate reorganisation, merger, acquisition or transfer of the relevant SistaShop™ business, provided the successor assumes the applicable contractual obligations.

The accepted commercial proposal, these Terms and any other document expressly incorporated into them constitute the Agreement concerning the applicable Leadership Position.

If there is an inconsistency between them:

(a) any written variation expressly agreed by both parties prevails;

(b) the accepted commercial proposal prevails in relation to Participant-specific commercial terms; and

(c) these Terms apply to all remaining matters.

Demonstrations, presentations, discussions and other marketing or sales materials do not vary the Agreement unless expressly incorporated in writing.

The version of these Terms in effect and provided or linked when the Participant accepts its commercial proposal applies for that Paid Term.

SistaShop™ may publish updated Terms for future Leadership agreements and renewals.

An updated website version does not retrospectively replace the contractual version governing an existing Paid Term unless the parties agree in writing or a change is required by applicable law.

If any provision is held invalid or unenforceable, it will be severed or limited to the minimum extent necessary and the remaining provisions will continue in effect.

A failure or delay by either party to exercise a contractual right does not waive that right.

To the extent permitted by applicable law, the Agreement and related documents may be accepted or executed electronically and in counterparts.

Electronic records, signatures and communications may be relied upon as evidence of acceptance and execution.

This section applies to a Leadership Position purchased for the United States.

31.1 Contracting Entity

The applicable SistaShop™ United States contracting entity will be identified in the accepted commercial proposal or other written contracting documentation.

31.2 Market

United States.

31.3 Currency

Fees are payable in the currency specified in the accepted commercial proposal.

31.4 Governing Law

The Agreement and any dispute arising out of or relating to it are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

Subject to any dispute-resolution arrangement expressly agreed in writing by the parties, each party submits to the jurisdiction of the applicable state and federal courts located in Delaware.

31.5 Mandatory Law

Nothing in the Agreement excludes, restricts or modifies any right, remedy or liability that cannot lawfully be excluded, restricted or modified under applicable United States federal or state law.

This section applies to a Leadership Position purchased for Australia.

32.1 Contracting Entity

The applicable SistaShop™ Australian contracting entity will be identified in the accepted commercial proposal or other written contracting documentation.

32.2 Market

Australia.

32.3 Currency

Fees are payable in the currency specified in the accepted commercial proposal.

32.4 GST

Unless expressly stated otherwise, amounts are exclusive of GST.

Where GST is payable on a taxable supply, the recipient must pay the applicable GST amount in addition to the consideration for that supply, subject to SistaShop™ providing a valid tax invoice where required by law.

32.5 Governing Law

The Agreement and any dispute arising out of or relating to it are governed by the laws of Queensland, Australia.

Each party submits to the jurisdiction of the courts of Queensland and courts competent to hear appeals from those courts.

32.6 Australian Consumer Law and Mandatory Rights

Nothing in the Agreement excludes, restricts or modifies any guarantee, right, remedy or liability under the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law, or any other applicable law, where it would be unlawful to do so.

In these Terms:

“Agreement” has the meaning given at the beginning of these Terms.

“Business Day” means a day other than a Saturday, Sunday or public holiday in the jurisdiction applicable to the relevant Leadership Position.

“Founding Leader” means a Participant expressly allocated Founding Leadership status under its accepted commercial proposal.

“Leadership Position” has the meaning given in section 1.

“Paid Term” means the applicable paid Leadership period described in section 5.

“Participant” means the organisation accepting the applicable SistaShop™ commercial proposal.

“SistaShop™” means the SistaShop™ contracting entity identified in the applicable Agreement.

References to “including” or “includes” are not limiting.

The singular includes the plural and vice versa where the context permits.

If a Participant purchases Leadership Positions in both the United States and Australia, the applicable country terms apply separately to the Leadership Position supplied in each market.

SistaShop™ Leadership participation remains subject to verification, availability, eligibility, claims, jurisdiction, regulatory requirements and the applicable Agreement.