The terms.

1 · Parties and how this agreement starts

1.1 Michael Devlin, sole trader, Queensland, ABN 25 390 476 330, trading as Apex Coach ("Apex", "we").
1.2 The Creator: the individual Apex admits to the Apex Athlete programme, aged 18 or over ("you"). By accepting this agreement you confirm you are 18 or over. Apex may ask for reasonable proof of your age and identity at any time, and may pause your code until it has it.
1.3 Two steps, one agreement. (a) Admission: when Apex admits you, you accept this whole agreement by clicking to accept, typing your name or signing electronically. From that moment it binds both of us, including clause 3 (disclosure), clause 4 (medicines, health claims, takedown and indemnity), clause 7 (your content and what you promise) and clause 8 (the Apex name), whether or not you ever sign the Schedule. (b) The Schedule: signing the Schedule, with a verified ABN, is what unlocks cash bounties (clause 5.8). Admission does not require an ABN.
1.4 Payout details collected only at signing: your name, ABN, GST-registration status, PayID (or bank account) and email for remittance are collected when you sign the Schedule, not at admission and not on application.
1.5 Programme Content: every post, caption, image, video, audio, live stream, story, reel, hashtag, link, landing page, comment and reply you make, commission or approve that mentions, shows or links to Apex Coach, the Apex Athlete programme, your code or your landing page, on any platform.
1.6 Apex's choices about the programme: Apex decides who is admitted and may refuse or pause an application without giving reasons. Apex approves your code and may refuse or change one that is confusing, offensive, or uses someone else's name or brand. Acting reasonably, Apex may pause your code or attribution for up to 14 days while it looks into a genuine concern, and will tell you why.

2 · Our relationship

2.1 You are an independent contractor. Nothing here creates employment, partnership, agency or a joint venture, and you have no authority to bind Apex, make promises for it or speak on its behalf.
2.2 You choose when, whether and how you post, you use your own equipment, and you are free to work with other brands.
2.3 No guarantee of earnings: Apex does not promise any number of members, any bounty, or that the programme will continue.
2.4 You are responsible for your own income tax, GST, superannuation, insurance and costs.

3 · Disclosure - every post says it is an ad

3.1 Every item of Programme Content carries, in the first line of the caption and legibly on screen from the first frame of any video or story, the disclosure for your status, word for word, and it stays visible without expanding text or tapping. If you have signed the Schedule and can earn cash, it is #ad Apex Athlete - I earn a referral. If you receive free Pro only, it is #ad Apex Athlete - I get free Pro. From the first post after you sign the Schedule, you use the first one.
3.2 Free Pro, the badge, merchandise and any other benefit are benefits at Apex's discretion, and are disclosed the same way. Where a platform offers a paid-partnership or branded-content label, you turn it on as well.
3.3 Why: the Australian Consumer Law prohibits misleading conduct, the AANA Code of Ethics requires advertising to be clearly distinguishable as advertising, and the ACCC expects influencer advertising to be disclosed clearly and up front.

4 · Medicines, health claims and takedown

4.1 No item of Programme Content may refer to, name, depict, quote, link to, tag or be reasonably understood as referring to any prescription medicine or Schedule 4 substance (Poisons Standard), including every medicine in the class described in Annex A - by brand, generic name, class, acronym, nickname, euphemism, hashtag, emoji, screenshot, packaging, dosing device, injection or any other identifiable depiction.
4.2 This applies whether or not the medicine is promoted: incidental, neutral, negative, comparative and personal-experience references are prohibited equally. The Therapeutic Goods Act 1989 and the Therapeutic Goods Advertising Code restrict advertising that refers to prescription medicines, and whether a given post would be caught is a question of fact. Apex prohibits every such reference as a contractual rule, whether or not the law would.
4.3 No before/after comparison, weight or body-composition result, or timeline that is tied to, mentions or implies a medicine or a treatment.
4.4 Health claims: you may share your own honest experience of using Apex Coach. You will not claim or imply that Apex Coach diagnoses, treats, cures, prevents or manages any condition, and you will not make any health, medical, therapeutic, weight-loss or results claim beyond your own genuine experience, or suggest your results are typical or guaranteed. Descriptions of what the app does use the current App Store listing wording supplied by Apex, quoted verbatim. No testimonial about any therapeutic good.
4.5 You will read the do-not-say list in the creator kit before your first post and confirm in writing that you have. An update to the list binds 7 days after Apex gives written notice of it, never retrospectively. If you do not want to continue under an updated list, you may end this agreement by email before the update binds, with no penalty, and bounties already earned are still paid.
4.6 Approval before publication: you submit the complete final asset (caption, on-screen text, audio, links, placement) to Apex; nothing is published until Apex approves in writing and the asset is entered in Apex's compliance register, after a person has read every frame. Edits, re-posts, duets, stitches and live content need fresh approval. Exempt from pre-approval: an UNEDITED story card the app itself generated, posted with a caption taken verbatim from the creator kit. Approval does not transfer any obligation here to Apex.
4.7 Compliance takedown: on notice from Apex that content may breach clause 3 or 4, or on discovering a breach yourself, you remove the content everywhere you control it within 24 hours (immediately where you can), request removal of copies you authorised, and send Apex evidence. Twenty-four hours is a contractual outer limit, not a lawful grace period.
4.8 Takedown for any other reason: Apex may ask you to remove or edit any Programme Content for any reason, and you will do so within 48 hours. That is not a breach by you, and bounties already earned from that content are still paid.
4.9 Breach and ending for breach: any reference described in 4.1 to 4.4 is a breach whether or not you intended it or knew (strict as between us), and Apex may pause your code while the content comes down. Apex may end this agreement immediately only if the breach was deliberate, is a repeat of an earlier breach, or was not fixed within 24 hours of Apex's notice. In every case Apex may cancel every unpaid bounty attributable to members acquired THROUGH THE BREACHING CONTENT. Bounties for members acquired through other content, released or accrued, remain payable.
4.10 Indemnities, both ways: (a) to the extent the law allows, you indemnify Apex for loss, remediation, defence costs and any penalty or infringement notice under the Therapeutic Goods Act 1989 or the Australian Consumer Law that is caused by your breach of clause 3, 4 or 7 and is legally capable of being indemnified, reduced to the extent Apex's own conduct, negligence or supplied material caused it. (b) Apex indemnifies you for loss, including defence costs, from a claim that material Apex supplied to you (its name and logo, brand-kit assets, creator-kit captions, app-generated story cards and App Store wording), used as supplied and in line with this agreement, infringes someone else's rights or breaches the law. (c) Your total liability under this agreement, including under (a), is capped at the bounties Apex paid you in the 12 months before the claim, except for deliberate breach or fraud. (d) Each of us will tell the other promptly about a claim, take reasonable steps to reduce the loss, and let the other take part reasonably in any defence.

5 · Payment

5.1 The bounty: A$10 for each genuinely new member your code brings who pays for an annual subscription, and A$5 for each such member who pays a third consecutive monthly subscription, each paid once per member for the life of the programme. Rates for members already attributed are never reduced retrospectively.
5.2 Qualifying event: a successful paid purchase event from Apple via RevenueCat whose member's FIRST paid event is a first purchase or a trial that converted - an existing subscriber who enters a code is not a new member and earns nothing. A free trial, a trial that lapses, a cancellation, a refund, a chargeback, a grace-period or billing-issue event, a sandbox event, a comp, a family-shared seat, a reactivation or an existing paid member is not a qualifying event and earns nothing.
5.3 Hold and release: a bounty accrues on the qualifying event and is released 60 days later.
5.4 Clawback: a refund or chargeback within 120 days of a payout reverses that bounty; Apex recovers it by offset against your next payouts, or you repay within 30 days of a statement. Proven fraud is recoverable without limit.
5.5 Cap: accepted liabilities across the programme are capped at A$1,000 per calendar month. A bounty over the cap is deferred, never forfeited: it is recorded and released in the next month with room, and in any case paid within 6 months of accruing, or on the next payout run after this agreement ends if that is sooner, whether or not the cap has room.
5.6 Attribution and fair play: the first valid code a member enters in the app wins, within 30 days of tapping your landing page. Self-referral, purchases you fund or reimburse, fake or duplicate accounts, bots, coupon-site distribution, paid click traffic, bidding on Apex's brand terms and code stuffing are prohibited. Apex may ask for reasonable evidence of how members were referred, and may hold or void attribution it reasonably believes was obtained that way, telling you which and why. Serious or repeated abuse is a ground to end this agreement immediately.
5.7 Timing and method: released bounties are paid on the 1st of each month for the previous month, by PayID or bank transfer to the account in the Schedule, with an itemised remittance statement.
5.8 Tax and eligibility for cash: no cash bounty is payable unless, at the date of the qualifying event, you hold BOTH (a) a valid ABN, verified on the ABN Lookup register with a name that matches yours or your registered business name, kept valid, AND (b) a signed copy of this agreement and its Schedule. There is no alternative to holding an ABN yourself; no other ATO form or statement substitutes for one. Without both (a) and (b) you remain welcome in the programme for free Apex Pro, the badge and your code, but earn no cash bounty; obtaining an ABN or signing later does not backdate payment for qualifying events that occurred before both conditions were met. Every bounty is stated inclusive of any GST: if you are GST-registered you issue your own tax invoice for the remitted amount and the amount does not increase; if you are not registered you charge no GST.
5.9 Free Pro: free Apex Pro is a non-cash benefit. Apex decides how it is treated for tax, including whether any withholding or reporting applies, and may require a valid ABN before providing or continuing it, or withhold or pause it where Apex reasonably believes the law requires. Free Pro ends when this agreement ends.
5.10 Set-off: Apex may deduct from a payout any amount you owe Apex under this agreement, such as a clawback, and shows it on your statement.
5.11 Your friends' offer: the free month a friend gets when they claim your code is set by Apex and may change or end. Describe it only in the current in-app wording, and never promise more.

6 · Reviews and platform rules

6.1 You will never ask for, reward, condition any benefit on, or organise App Store ratings or reviews, or any review's sentiment. Referrals through the in-app code are permitted; review manipulation is not.
6.2 You will follow the rules of every platform you post on (including Apple, Instagram, TikTok and YouTube and their branded-content policies), the ACCC's guidance on influencer advertising, the AANA Code of Ethics, and Australian spam law. No bulk unsolicited messages, and no bought followers, likes or views on Programme Content.

7 · Your content, and what you promise

7.1 You own your Programme Content.
7.2 Licence to Apex: you give Apex a non-exclusive, royalty-free, worldwide licence to share, repost, embed, link to and display your approved Programme Content, including your name, handle and likeness as they appear in it, on Apex's own website, app and social accounts, with credit where practical, while this agreement is in force and for 12 months after it ends. Apex may keep copies for its compliance records. Using your content or likeness in paid advertising or an App Store listing needs your separate written OK.
7.3 Moral rights: you consent, and will get the consent of anyone else who has moral rights in the content, to Apex cropping, resizing, captioning, subtitling, excerpting or adding a disclosure to it, and to Apex not naming you where that is impractical, as long as Apex does not change its meaning or treat it in a way that would harm your reputation.
7.4 What you promise: you are 18 or over; the accounts you post from are your own and under your control; you have every right needed to the music, footage, images, locations and brands in your content (music used only within the platform's own licence); anyone identifiable in it has agreed; nobody under 18 is identifiable in it without a parent's or guardian's written consent, which you will show Apex on request; and your content is truthful, lawful and does not infringe anyone's rights or defame anyone.

8 · The Apex name and confidential information

8.1 Apex grants you a personal, non-exclusive, non-transferable, revocable licence to use the Apex Coach name, logo, the story-card badge and the brand-kit assets supplied to you by Apex, only in approved Programme Content, only while this agreement is in force.
8.2 You will not alter the marks, register a handle, domain or business name containing them, sublicense them, or present yourself as Apex staff, a coach, a clinician or a person with authority to speak for Apex.
8.3 You will keep confidential anything Apex tells you that is not public (such as unreleased features, figures and Annex A), use it only for the programme, and return or delete it when asked. This does not cover information that is public or that the law requires you to disclose.

9 · Data and privacy

9.1 You receive counts and dollars only: members attributed, qualifying events, bounties accrued, held, released and paid. You never receive a member's identity, device id, purchase record, health data, food log or any other personal information, and you will not attempt to identify a member.
9.2 Apex holds your name, ABN, handle and payout details for the programme, its tax records and the payout run, for 5 years after the last payout, as set out in the collection notice in the Schedule and Apex Coach's privacy notice.
9.3 You will not collect personal information from members on Apex's behalf.
9.4 Annex A is confidential compliance wording, supplied to you for compliance only; you will not publish, quote or paraphrase it in any Programme Content or elsewhere.

10 · Changes, term and ending

10.1 This agreement starts when Apex admits you and continues until either party ends it on 7 days' written notice, or Apex ends it immediately under clause 4.9 or 5.6.
10.2 Changes to the programme: Apex may change or end the programme, or these terms, on 30 days' written notice. A change never reduces a bounty already accrued or the rate for members already attributed, and you may end this agreement before a change takes effect, with no penalty. Changes needed to comply with the law may take effect sooner, with as much notice as Apex can give.
10.3 On termination you stop new Programme Content, stop using the marks, remove or edit content the parties agree is misleading without them, and request removal of authorised copies, within 24 hours; released and accrued-unreversed bounties are paid on the next run, subject to clauses 4.9, 5.4 and 5.6.
10.4 Survival: clauses 2.4, 4, 5.3 to 5.8, 5.10, 7, 8.3, 9, 10.3, 11, 12, 13 and this clause survive termination.

11 · Liability

11.1 Apex's total liability to you under or in connection with this agreement is capped at the bounties it owes you and has not yet paid, apart from its indemnity in clause 4.10(b).
11.2 Neither of us is liable to the other for indirect or consequential loss, such as lost opportunities or lost followers, except for deliberate breach or fraud. For clause 4.10(a), a regulator's penalty and the cost of removing content are direct loss.
11.3 Nothing in this agreement excludes, restricts or modifies any guarantee, right or remedy under the Australian Consumer Law or any other law that cannot lawfully be excluded.
11.4 Neither of us is responsible for a delay or failure caused by something outside our reasonable control (such as a platform, app store, bank or internet outage), as long as we tell the other and resume as soon as we reasonably can. This does not excuse paying money already owed once the cause has passed.

12 · Disputes

12.1 If we disagree about this agreement, either of us may give the other written notice of the dispute, and we will try in good faith to resolve it within 14 days.
12.2 If it is not resolved, either of us may refer it to mediation in Queensland with a mediator we agree on (or, failing agreement within 7 days, one nominated by the President of the Queensland Law Society), sharing the mediator's cost equally.
12.3 Neither of us will start court proceedings until mediation has been tried, except for urgent relief.

13 · General

13.1 Governing law: this agreement is governed by the law of Queensland, and the courts of Queensland have jurisdiction, subject to any mandatory Australian law.
13.2 Notices: notices are given by email to the address in the Schedule (or your application email) and to michael@theapexai.com.au, and are received when sent unless a bounce message comes back, or on the next business day if sent after 5pm Brisbane time.
13.3 Electronic acceptance: this agreement and the Schedule may be accepted or signed electronically, including by clicking to accept, typing a name or using an e-signature service, and in counterparts. Each of us consents to that method under the Electronic Transactions (Queensland) Act 2001 and the Electronic Transactions Act 1999 (Cth).
13.4 Entire agreement: this agreement, its Schedule and Annex A are the whole agreement about the programme and replace anything said before. Other than under clauses 4.5 and 10.2, a change needs both of us to agree in writing.
13.5 Assignment: you may not transfer this agreement. Apex may transfer it to a buyer or successor of the Apex Coach business, on notice to you, and you may end this agreement if you do not want to continue.
13.6 Severability and waiver: if any part of this agreement is unenforceable it is read down or severed and the rest continues. Not enforcing a right straight away is not a waiver of it.

Schedule

Creator name · handle(s) · email for notices · ABN · GST-registered (Y/N) · PayID / BSB and account · code
(APX-NAME) · start date · signatures.

Privacy collection notice. Michael Devlin, trading as Apex Coach (michael@theapexai.com.au), collects the
details in this Schedule and your application to run the programme, verify your ABN, pay you, keep tax and
payment records the law requires, and contact you. If you do not provide them you can still take part for free
Pro, but Apex cannot pay cash bounties. Apex discloses them only as needed to the Australian Taxation Office,
its bank and payment providers, its accountant, and the cloud services it uses for email, e-signing, records
and hosting, some of which may store data outside Australia (for example, in the United States). You can ask
to see or correct your details, or make a privacy complaint, by emailing michael@theapexai.com.au; Apex will
reply within 30 days, and if you are not satisfied you can complain to the Office of the Australian
Information Commissioner (oaic.gov.au).

Annex A - the medicines and terms clause 4 covers (supplied at admission)

The operative list is Apex's do-not-say list as at the date you accept this agreement, as later updated
under clause 4.5: its trade names, substances, acronyms, class terms and marketing-only terms, supplied in full
in your creator kit. It covers, without limit, the class of medicines prescribed for appetite and weight (by
every brand and generic name on that list, the class acronym in every spelling, the colloquial names for those
injections and pens, and the pictures of them) and the other prescription substances the list names. The list
is not printed on this page on purpose: a page that prints the names would itself be a reference.