AFFILIATE AGREEMENT
This Affiliate Agreement ("Agreement") was made and executed BY AND BETWEEN ________ (Company), with its principal office located at the following address: ________, ________, Andaman and Nicobar Islands - ________ (which expression shall unless it be repugnant to the context or meaning, therefore, be deemed to include their successors in business, assigns, executors, and administrators) hereinafter referred to as ("Organization"/"________"/"We"/"Us"/"Our") AND Affiliate (which expression shall unless it be repugnant to the context or meaning, therefore, be deemed to include assigns, heirs, or executors) hereinafter referred to as ("Affiliate"/"You"/"Your")
WHEREAS
A.The Organization is engaged in the business of:
________
B. The Organization intends to promote its Products with the following brand name: ________ ("Organization"), using the services of the Affiliate.
C. The Service will start on the date the Organization confirms the selection of Affiliates into the program.
D. This Agreement explicitly integrates by reference any Terms and Conditions, Privacy Policy, End-User License Agreements, or other legal documents available on Our website.
1. AFFILIATE ACCEPTANCE
1.1. Upon completing the application to become an Affiliate, We shall review your application and notify you of acceptance or non-acceptance to participate in the Affiliate Program.
1.2. Before accepting an application, we reserve the right to conduct further reviews and may contact you to request additional information.
1.3. Fulfilment of certain requirements or certification(s) may be necessary before accepting your application.
1.4. ________ reserves the right to accept or reject the Affiliate's application at its sole discretion.
1.5. If we fail to notify you of your acceptance into the Affiliate Program within ________ (________) calendar days from the date of your application, your application shall be deemed rejected.
2. LEADS
2.1. Each accepted affiliate lead link will have an expiration date as specified in the Affiliate tool or program policies. After the expiration, the lead will no longer be considered valid for commission purposes.
2.2. The Affiliate will receive commission payment solely for that specific customer transaction, irrespective of any additional purchases made by the customer during their subscription service.
2.3. The Affiliate lead must be accepted and valid as per the affiliate policies or tools. The leads prohibited under the applicable laws or policies of ________ shall not be considered successful transactions.
2.4. ________ shall be responsible for all aspects of order processing and fulfilment, including confirmation, cancellations, processing, refunds, and payment processing of referred users using Your referral link or codes. However, we reserve the right, at our sole discretion, to reject orders that do not comply with all requirements under this Agreement and Our Terms and Conditions.
2.5. In competitive situations involving other affiliates, we reserve the right to determine which affiliate is the most eligible for commission, at Our sole discretion.
3. AFFILIATES DUTIES, AND RESPONSIBILITIES
3.1. Affiliate would be promoting the following specific Products of the Organization:
________
3.2. Affiliate is subject to entrepreneurial risk and responsible for losses that may be incurred as an Affiliate.
3.3. Affiliate has no authority to act on behalf of the Organization.
3.4. Affiliate shall not abuse the goodwill of their association with the Organization to further promote other business interests without the prior consent of the Organization.
3.5. Affiliate shall not make disparaging remarks about other products, services, Affiliates, or companies.
3.6. Affiliate shall not, either orally or in writing, disclose to the public, issue any press, make any other public statement, or otherwise communicate to the media, concerning the existence of this Agreement or subject matter thereof, without the prior written approval of the Organization.
3.7. The Affiliate shall have the following general responsibilities:
3.7.1. Must have a deep understanding of the Organization, its Products, values, target audience, and overall message.
3.7.2. Representing the Organization in a positive and professional manner.
3.7.3. Promote the Organization's Products to its audience.
3.7.4. The Affiliate shall get the content pre-approved by the Organization before posting such Content on any platform.
3.7.5. Affiliate shall comply with all applicable laws, regulations, and industry standards related to advertising, marketing, and promotional activities.
3.7.6. The Affiliate shall accurately track and report all referrals and sales generated through their affiliate link. Any discrepancies or issues related to tracking or reporting shall be promptly notified to ________.
3.7.7. Adhere to the policies governing the observation of confidentiality and handling of confidential information.
4. RESPONSIBILITIES OF THE ORGANIZATION
4.1. The Organization shall be responsible for the following:
4.1.1. timely and accurate delivery of Products to customers, adhering to all contractual obligations and specifications.
4.1.2. ________ shall comply with all applicable laws, regulations, and industry standards governing its business operation, and Products.
4.1.3. ________ shall handle customer data and personal information in compliance with all applicable data protection and privacy laws, implementing adequate security measures to safeguard sensitive data.
5. COOKIES
5.1. When a prospective customer clicks on the affiliate link provided by the Affiliate, a cookie will be set to facilitate the tracking of whether the prospective customer subsequently signs up for the designated Products.
5.2. In the event that the association between the cookie and prospective customer is broken due to reasons beyond the control of ________, and subsequently, the prospective customer makes a qualified purchase, the Affiliate shall not be entitled to receive any commission on such purchase.
5.3. The cookies used as part of this Agreement shall have a validity period of (________) calendar days, during which they will remain active for the purpose of tracking customer referrals.
6. REPORTING
Both Affiliate and Organization shall, as stipulated in this Agreement, reciprocally provide each other with periodic reports encompassing relevant data concerning the value derived from individual activities, including but not limited to traffic, completed sales, revenues, and other pertinent metrics. The Affiliate can check the details of referred customers, commissions earned, payout details, etc. on the dashboard provided using the login id and password.
7. REMUNERATION
7.1. The commission will be paid based on the successful sales by the Affiliate.
7.2. The Affiliate will be paid ________% of total net sale value excluding taxes for each successful sale by Affiliate using the referral link or referral code provided by ________.
7.3. The Affiliate shall be entitled to invoice the Organization each Monday of every week.
7.4. The commission will be processed ________ (________) calendar days after the end of the month in which they accrued subject to deduction of cancelled purchases.
7.5. The Organization shall pay the accrued commission within a period of ________ (________) business days from receipt of the invoice from the Affiliate subject to other terms of this Agreement.
7.6. The payment shall be made in the following manner: Internet Banking.
7.7. We or the affiliate tool will determine the currency in which the commission will be paid to the Affiliate, as well as the applicable conversion rate if required for international transactions.
7.8. Affiliates shall be responsible for the payment of all applicable taxes, fees (including bank fees), and other levies related to the commission payment.
7.9. All amounts payable by Us to the Affiliate are subject to offset against any outstanding amounts owed by the Affiliate to Us.
7.10. We reserve the right to alter or change the commission amount as displayed in the affiliate tool. Any modifications or changes to the commission amount will be communicated to the Affiliate through the affiliate tool or other electronic means of notification.
8. 52258555
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9. 825-855 888 5855858858582
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________. 822888522 52522 22 25222282 555252 22 588 "52 222 8588" 525 "52 222 8225" 52852828 2552 82 858222258 25 252822828 8825 522555 22 528288822 255222822 8222528852822 885 228225222 25 22588.
10. RELATIONSHIP
The Affiliate at all times remains an independent contractor and nothing in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
11. LIMITED LICENSE
________ hereby grants the Affiliate, for the term of this Agreement, a limited, revocable, non-exclusive, non-transferable, royalty-free license to use and reproduce the promotional content in strict compliance with this Agreement.
12. TERMS AND TERMINATION
12.1. The Service will start on when ________ confirms the position ("Commencement Date") and the Agreement can be terminated by either party upon serving ________ (________) business day's notice.
12.2. Suppose the Affiliate materially defaults in the performance of any of its duties and obligations hereunder, and such default cannot be substantially cured within ________ (________) business days or such breach by its nature is incapable of being cured in such a period. In that case, the Organization may, upon written notice to the Affiliate, terminate this Agreement.
12.3. Either party may terminate this Agreement for cause by providing the other party written notice if the other party: (i) is in material breach of this Agreement and has failed to cure such breach within 7 (seven) business days after its receipt of written notice of such breach provided by the non-breaching party; (ii) engages in any unlawful business practice related to that party's performance under the Agreement; (iii) files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, or appoints creditors, receivers or trustees. The parties shall be given notice of 15 (fifteen) business days prior to the termination.
12.4. Upon termination of this Agreement, the Affiliate shall immediately cease using any affiliate links, banners, or promotional materials associated with ________.
12.5. The Affiliate will no longer be eligible to earn commissions of referral after the termination date.
12.6. In the event of termination, any unpaid commissions earned by the Affiliate up to the termination date will be paid out in accordance with the regular payment schedule outlined in the Agreement.
12.7. ________ reserves the right to withhold unpaid commissions if there is a reasonable suspicion of fraudulent activity or breach of the Agreement by the Affiliate.
12.8. Both parties agree that, once the aforementioned duration of this Agreement is over, the Agreement can be extended to such a period as mutually agreed in writing.
13. NOTICES
13.1. Any notice, communication, or other correspondence required or permitted to be given under this Agreement shall be in writing and shall be deemed given and received when:
13.1.1. Delivered personally, with acknowledgement of receipt;
13.1.2. Sent by registered mail to the address mentioned under this Agreement and Affiliate application form;
13.1.3. Sent by email to the email address provided by the recipient in the Affiliate Application or as subsequently updated in writing; or
13.1.4. Provided through any electronic communication method agreed upon by both parties.
13.2. Notice to ________ shall be addressed to ________ at the following address:
________, ________, Andaman and Nicobar Islands - ________
Email: ________
13.3. Notice to the Affiliate shall be addressed to the contact information provided by the Affiliate in the Affiliate application or as updated in writing.
13.4. Each party shall promptly notify the other party of any changes to their contact information for notice purposes.
14. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, neither party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this Agreement, including loss of profits, revenue, data, or business opportunities, even if the parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation breach of contract, breach of warranty, negligence, strict liability, and other torts.
15. CONFIDENTIALITY
The Affiliate will have access to confidential information related to the Organization's marketing strategies, promotional plans, and other proprietary information. By accepting this Agreement, the Affiliate agrees to keep all such information strictly confidential and not to disclose it to any third party without the prior written consent of the organization. This obligation of confidentiality shall remain in effect during the tenure of the Affiliate and for the following period thereafter: 3 (three) years. Additionally, the Affiliate agrees not to use any confidential information for personal gain or to the detriment of the Organization. In the event of a breach of this clause, the organization reserves the right to terminate this Agreement and seek any other legal remedies available.
16. INTELLECTUAL PROPERTY
The Organization shall have the exclusive right to use, reproduce, distribute, and create derivative works of any intellectual property for any purpose, and the Affiliate shall not retain any rights or interest in the same. The Affiliate further agrees that the Affiliate will not use any confidential information or any other intellectual property belonging to the Organization for personal gain or to the detriment of the Organization. Additionally, the Organization is allowed to use the name, testimonials, photos, or videos of the Affiliate for promotional purposes. In case of any breach of this clause, the Organization reserves the right to terminate this Agreement and seek any other legal remedies available.
17. REPRESENTATION AND WARRANTY
17.1. Both Parties represent that they are fully authorized to enter into this Agreement.
17.2. The performance and obligations of either Party will not violate or infringe upon the rights of any third party.
17.3. The Affiliate represents that he/she is duly authorized to work as an Affiliate.
18. EXCLUSIVITY
During the course of this Agreement, the Affiliate can undertake to represent any other company/organization of similar nature. The Affiliate is required to inform the Organization before entering into any such relationships.
19. INDEMNITY
The Parties each agree to indemnify and hold harmless the other Party against any claims, losses, damages, liabilities, penalties, expenses, and costs of any kind or amount which result from the negligence or breach of this Agreement by the indemnifying party.
20. DISPUTE RESOLUTION
20.1. Both parties do hereby agree that any dispute arising out of or in relation to this Agreement shall be settled in accordance with the provisions of the Andaman and Nicobar Islands and/or any statutory modification or re-enactment thereof for the time being in force. The parties shall mutually appoint the single Arbitrator. Each party shall pay their own costs and remunerations of the arbitration and the cost of the arbitrator shall be borne equally. The seat or place of the arbitration shall be as follows: Andaman and Nicobar Islands.
20.2.The Agreement shall be governed in accordance with the laws of India and the courts of Andaman and Nicobar Islands will have the exclusive jurisdiction.
21. FORCE MAJEURE
Neither party shall be held liable for any failure or delay in the performance of its obligation under this Agreement if such failure or delay is caused by circumstances beyond the reasonable control of the party affected. Such circumstances may include but are not limited to, acts of war, hostility, or sabotage, acts of gods, and electrical, internet, or telecommunication outages not caused by the affected party. government restrictions, or any other event outside the reasonable control of the affected party.
22. SEVERABILITY
If any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of this Agreement. The remaining Agreement shall continue in full force as valid and enforceable.
23. COMPLIANCE WITH APPLICABLE LAWS
23.1. The Affiliate shall ensure full compliance and shall ensure that any third parties engaged in sales or referral activities on behalf of the Affiliate also comply with all applicable foreign and domestic laws, including but not limited to export laws, laws governing the sending of unsolicited email, and other governmental regulations, ordinances, and judicial administrative orders.
23.2. The Affiliate shall refrain from engaging in any deceptive, misleading, illegal, or unethical marketing activities that could be detrimental to ________, its customers or the public.
24. SALE LIMITATION
This Agreement shall not impose any restriction on Our right to sell directly or indirectly the Products to any existing or potential customers. ________ retains the freedom to engage in sales and marketing activities without limitation, whether or not such activities involve the Affiliate's participation in promoting the Products.
25. MISCELLANEOUS
25.1. No collective Agreements (otherwise applicable to workmen under the Industrial Disputes Act, 1947) apply to this Agreement.
25.2. This contract sets out the entire Agreement and understanding between the Parties in connection with the Service and supersedes any previous contract or Agreement between the Affiliate and the Organization.
25.3. The Organization may hold and process, whether electronically or manually, the data it collects in relation to the Affiliate in the course of the Service for the purposes of the Organization's management and administration of its business and of other Affiliates and for compliance with applicable procedures, laws and regulations and Affiliate hereby consent for the same. The Organization or its agents may transfer, store, and process such data whether in India or any other place for the above purposes.
25.4. If at any time any term or provision in this contract shall be held to be illegal, invalid or unenforceable, in whole or in part, under any rule of law or enactment, such term or provision or part shall to that extent be deemed not to form part of this contract, but the enforceability of the remainder of this contract shall not be affected.
25.5. The Affiliate agrees, recognizes, and acknowledges that:
25.5.1. he/she has been provided with a copy of this Agreement for review prior to signing it, that he/she has reviewed it and that he/she understands the terms, purposes and effects of this Agreement, and that he/she has signed the same only after having had the opportunity to seek clarifications; that he/she has been given a signed copy of this Agreement for his/her own records; he/she has not been subjected to duress or undue influence of any kind to execute this Agreement and this Agreement will not impose an undue hardship upon him/her. He/she has executed this Agreement of his/her own free will and without relying upon any statements made by the Organization or any of its representatives, agents, or Affiliates. This Agreement is in all respects reasonable and necessary to protect the legitimate business interests of the Organization;
25.5.2. if he/she violates any of the terms of this Agreement, the Organization will suffer irreparable injury and damages the amount of which cannot be adequately measured in monetary terms and an adequate remedy at law will not exist;
25.5.3. In view of the above, the Organization shall be entitled to injunctive relief, in addition to any other remedy available to law or in equity, in the event he/she violates any of the terms or conditions of this Agreement.
25.6. The parties agree that electronic communications, including but not limited to email, electronic signatures, and online messaging, shall be deemed valid and legally binding for all purposes under this Agreement. Such electronic communication shall have the same force and effect as if they were in writing and signed by the parties. The parties further acknowledge that electronic communications are reliable, confidential, and secure means of communication.
For any queries, You can contact Us through: ________.
AFFILIATE AGREEMENT
This Affiliate Agreement ("Agreement") was made and executed BY AND BETWEEN ________ (Company), with its principal office located at the following address: ________, ________, Andaman and Nicobar Islands - ________ (which expression shall unless it be repugnant to the context or meaning, therefore, be deemed to include their successors in business, assigns, executors, and administrators) hereinafter referred to as ("Organization"/"________"/"We"/"Us"/"Our") AND Affiliate (which expression shall unless it be repugnant to the context or meaning, therefore, be deemed to include assigns, heirs, or executors) hereinafter referred to as ("Affiliate"/"You"/"Your")
WHEREAS
A.The Organization is engaged in the business of:
________
B. The Organization intends to promote its Products with the following brand name: ________ ("Organization"), using the services of the Affiliate.
C. The Service will start on the date the Organization confirms the selection of Affiliates into the program.
D. This Agreement explicitly integrates by reference any Terms and Conditions, Privacy Policy, End-User License Agreements, or other legal documents available on Our website.
1. AFFILIATE ACCEPTANCE
1.1. Upon completing the application to become an Affiliate, We shall review your application and notify you of acceptance or non-acceptance to participate in the Affiliate Program.
1.2. Before accepting an application, we reserve the right to conduct further reviews and may contact you to request additional information.
1.3. Fulfilment of certain requirements or certification(s) may be necessary before accepting your application.
1.4. ________ reserves the right to accept or reject the Affiliate's application at its sole discretion.
1.5. If we fail to notify you of your acceptance into the Affiliate Program within ________ (________) calendar days from the date of your application, your application shall be deemed rejected.
2. LEADS
2.1. Each accepted affiliate lead link will have an expiration date as specified in the Affiliate tool or program policies. After the expiration, the lead will no longer be considered valid for commission purposes.
2.2. The Affiliate will receive commission payment solely for that specific customer transaction, irrespective of any additional purchases made by the customer during their subscription service.
2.3. The Affiliate lead must be accepted and valid as per the affiliate policies or tools. The leads prohibited under the applicable laws or policies of ________ shall not be considered successful transactions.
2.4. ________ shall be responsible for all aspects of order processing and fulfilment, including confirmation, cancellations, processing, refunds, and payment processing of referred users using Your referral link or codes. However, we reserve the right, at our sole discretion, to reject orders that do not comply with all requirements under this Agreement and Our Terms and Conditions.
2.5. In competitive situations involving other affiliates, we reserve the right to determine which affiliate is the most eligible for commission, at Our sole discretion.
3. AFFILIATES DUTIES, AND RESPONSIBILITIES
3.1. Affiliate would be promoting the following specific Products of the Organization:
________
3.2. Affiliate is subject to entrepreneurial risk and responsible for losses that may be incurred as an Affiliate.
3.3. Affiliate has no authority to act on behalf of the Organization.
3.4. Affiliate shall not abuse the goodwill of their association with the Organization to further promote other business interests without the prior consent of the Organization.
3.5. Affiliate shall not make disparaging remarks about other products, services, Affiliates, or companies.
3.6. Affiliate shall not, either orally or in writing, disclose to the public, issue any press, make any other public statement, or otherwise communicate to the media, concerning the existence of this Agreement or subject matter thereof, without the prior written approval of the Organization.
3.7. The Affiliate shall have the following general responsibilities:
3.7.1. Must have a deep understanding of the Organization, its Products, values, target audience, and overall message.
3.7.2. Representing the Organization in a positive and professional manner.
3.7.3. Promote the Organization's Products to its audience.
3.7.4. The Affiliate shall get the content pre-approved by the Organization before posting such Content on any platform.
3.7.5. Affiliate shall comply with all applicable laws, regulations, and industry standards related to advertising, marketing, and promotional activities.
3.7.6. The Affiliate shall accurately track and report all referrals and sales generated through their affiliate link. Any discrepancies or issues related to tracking or reporting shall be promptly notified to ________.
3.7.7. Adhere to the policies governing the observation of confidentiality and handling of confidential information.
4. RESPONSIBILITIES OF THE ORGANIZATION
4.1. The Organization shall be responsible for the following:
4.1.1. timely and accurate delivery of Products to customers, adhering to all contractual obligations and specifications.
4.1.2. ________ shall comply with all applicable laws, regulations, and industry standards governing its business operation, and Products.
4.1.3. ________ shall handle customer data and personal information in compliance with all applicable data protection and privacy laws, implementing adequate security measures to safeguard sensitive data.
5. COOKIES
5.1. When a prospective customer clicks on the affiliate link provided by the Affiliate, a cookie will be set to facilitate the tracking of whether the prospective customer subsequently signs up for the designated Products.
5.2. In the event that the association between the cookie and prospective customer is broken due to reasons beyond the control of ________, and subsequently, the prospective customer makes a qualified purchase, the Affiliate shall not be entitled to receive any commission on such purchase.
5.3. The cookies used as part of this Agreement shall have a validity period of (________) calendar days, during which they will remain active for the purpose of tracking customer referrals.
6. REPORTING
Both Affiliate and Organization shall, as stipulated in this Agreement, reciprocally provide each other with periodic reports encompassing relevant data concerning the value derived from individual activities, including but not limited to traffic, completed sales, revenues, and other pertinent metrics. The Affiliate can check the details of referred customers, commissions earned, payout details, etc. on the dashboard provided using the login id and password.
7. REMUNERATION
7.1. The commission will be paid based on the successful sales by the Affiliate.
7.2. The Affiliate will be paid ________% of total net sale value excluding taxes for each successful sale by Affiliate using the referral link or referral code provided by ________.
7.3. The Affiliate shall be entitled to invoice the Organization each Monday of every week.
7.4. The commission will be processed ________ (________) calendar days after the end of the month in which they accrued subject to deduction of cancelled purchases.
7.5. The Organization shall pay the accrued commission within a period of ________ (________) business days from receipt of the invoice from the Affiliate subject to other terms of this Agreement.
7.6. The payment shall be made in the following manner: Internet Banking.
7.7. We or the affiliate tool will determine the currency in which the commission will be paid to the Affiliate, as well as the applicable conversion rate if required for international transactions.
7.8. Affiliates shall be responsible for the payment of all applicable taxes, fees (including bank fees), and other levies related to the commission payment.
7.9. All amounts payable by Us to the Affiliate are subject to offset against any outstanding amounts owed by the Affiliate to Us.
7.10. We reserve the right to alter or change the commission amount as displayed in the affiliate tool. Any modifications or changes to the commission amount will be communicated to the Affiliate through the affiliate tool or other electronic means of notification.
8. 52258555
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9. 825-855 888 5855858858582
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________. 822888522 52522 22 25222282 555252 22 588 "52 222 8588" 525 "52 222 8225" 52852828 2552 82 858222258 25 252822828 8825 522555 22 528288822 255222822 8222528852822 885 228225222 25 22588.
10. RELATIONSHIP
The Affiliate at all times remains an independent contractor and nothing in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
11. LIMITED LICENSE
________ hereby grants the Affiliate, for the term of this Agreement, a limited, revocable, non-exclusive, non-transferable, royalty-free license to use and reproduce the promotional content in strict compliance with this Agreement.
12. TERMS AND TERMINATION
12.1. The Service will start on when ________ confirms the position ("Commencement Date") and the Agreement can be terminated by either party upon serving ________ (________) business day's notice.
12.2. Suppose the Affiliate materially defaults in the performance of any of its duties and obligations hereunder, and such default cannot be substantially cured within ________ (________) business days or such breach by its nature is incapable of being cured in such a period. In that case, the Organization may, upon written notice to the Affiliate, terminate this Agreement.
12.3. Either party may terminate this Agreement for cause by providing the other party written notice if the other party: (i) is in material breach of this Agreement and has failed to cure such breach within 7 (seven) business days after its receipt of written notice of such breach provided by the non-breaching party; (ii) engages in any unlawful business practice related to that party's performance under the Agreement; (iii) files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, or appoints creditors, receivers or trustees. The parties shall be given notice of 15 (fifteen) business days prior to the termination.
12.4. Upon termination of this Agreement, the Affiliate shall immediately cease using any affiliate links, banners, or promotional materials associated with ________.
12.5. The Affiliate will no longer be eligible to earn commissions of referral after the termination date.
12.6. In the event of termination, any unpaid commissions earned by the Affiliate up to the termination date will be paid out in accordance with the regular payment schedule outlined in the Agreement.
12.7. ________ reserves the right to withhold unpaid commissions if there is a reasonable suspicion of fraudulent activity or breach of the Agreement by the Affiliate.
12.8. Both parties agree that, once the aforementioned duration of this Agreement is over, the Agreement can be extended to such a period as mutually agreed in writing.
13. NOTICES
13.1. Any notice, communication, or other correspondence required or permitted to be given under this Agreement shall be in writing and shall be deemed given and received when:
13.1.1. Delivered personally, with acknowledgement of receipt;
13.1.2. Sent by registered mail to the address mentioned under this Agreement and Affiliate application form;
13.1.3. Sent by email to the email address provided by the recipient in the Affiliate Application or as subsequently updated in writing; or
13.1.4. Provided through any electronic communication method agreed upon by both parties.
13.2. Notice to ________ shall be addressed to ________ at the following address:
________, ________, Andaman and Nicobar Islands - ________
Email: ________
13.3. Notice to the Affiliate shall be addressed to the contact information provided by the Affiliate in the Affiliate application or as updated in writing.
13.4. Each party shall promptly notify the other party of any changes to their contact information for notice purposes.
14. LIMITATION OF LIABILITY
To the maximum extent permitted by applicable law, neither party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this Agreement, including loss of profits, revenue, data, or business opportunities, even if the parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation breach of contract, breach of warranty, negligence, strict liability, and other torts.
15. CONFIDENTIALITY
The Affiliate will have access to confidential information related to the Organization's marketing strategies, promotional plans, and other proprietary information. By accepting this Agreement, the Affiliate agrees to keep all such information strictly confidential and not to disclose it to any third party without the prior written consent of the organization. This obligation of confidentiality shall remain in effect during the tenure of the Affiliate and for the following period thereafter: 3 (three) years. Additionally, the Affiliate agrees not to use any confidential information for personal gain or to the detriment of the Organization. In the event of a breach of this clause, the organization reserves the right to terminate this Agreement and seek any other legal remedies available.
16. INTELLECTUAL PROPERTY
The Organization shall have the exclusive right to use, reproduce, distribute, and create derivative works of any intellectual property for any purpose, and the Affiliate shall not retain any rights or interest in the same. The Affiliate further agrees that the Affiliate will not use any confidential information or any other intellectual property belonging to the Organization for personal gain or to the detriment of the Organization. Additionally, the Organization is allowed to use the name, testimonials, photos, or videos of the Affiliate for promotional purposes. In case of any breach of this clause, the Organization reserves the right to terminate this Agreement and seek any other legal remedies available.
17. REPRESENTATION AND WARRANTY
17.1. Both Parties represent that they are fully authorized to enter into this Agreement.
17.2. The performance and obligations of either Party will not violate or infringe upon the rights of any third party.
17.3. The Affiliate represents that he/she is duly authorized to work as an Affiliate.
18. EXCLUSIVITY
During the course of this Agreement, the Affiliate can undertake to represent any other company/organization of similar nature. The Affiliate is required to inform the Organization before entering into any such relationships.
19. INDEMNITY
The Parties each agree to indemnify and hold harmless the other Party against any claims, losses, damages, liabilities, penalties, expenses, and costs of any kind or amount which result from the negligence or breach of this Agreement by the indemnifying party.
20. DISPUTE RESOLUTION
20.1. Both parties do hereby agree that any dispute arising out of or in relation to this Agreement shall be settled in accordance with the provisions of the Andaman and Nicobar Islands and/or any statutory modification or re-enactment thereof for the time being in force. The parties shall mutually appoint the single Arbitrator. Each party shall pay their own costs and remunerations of the arbitration and the cost of the arbitrator shall be borne equally. The seat or place of the arbitration shall be as follows: Andaman and Nicobar Islands.
20.2.The Agreement shall be governed in accordance with the laws of India and the courts of Andaman and Nicobar Islands will have the exclusive jurisdiction.
21. FORCE MAJEURE
Neither party shall be held liable for any failure or delay in the performance of its obligation under this Agreement if such failure or delay is caused by circumstances beyond the reasonable control of the party affected. Such circumstances may include but are not limited to, acts of war, hostility, or sabotage, acts of gods, and electrical, internet, or telecommunication outages not caused by the affected party. government restrictions, or any other event outside the reasonable control of the affected party.
22. SEVERABILITY
If any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of this Agreement. The remaining Agreement shall continue in full force as valid and enforceable.
23. COMPLIANCE WITH APPLICABLE LAWS
23.1. The Affiliate shall ensure full compliance and shall ensure that any third parties engaged in sales or referral activities on behalf of the Affiliate also comply with all applicable foreign and domestic laws, including but not limited to export laws, laws governing the sending of unsolicited email, and other governmental regulations, ordinances, and judicial administrative orders.
23.2. The Affiliate shall refrain from engaging in any deceptive, misleading, illegal, or unethical marketing activities that could be detrimental to ________, its customers or the public.
24. SALE LIMITATION
This Agreement shall not impose any restriction on Our right to sell directly or indirectly the Products to any existing or potential customers. ________ retains the freedom to engage in sales and marketing activities without limitation, whether or not such activities involve the Affiliate's participation in promoting the Products.
25. MISCELLANEOUS
25.1. No collective Agreements (otherwise applicable to workmen under the Industrial Disputes Act, 1947) apply to this Agreement.
25.2. This contract sets out the entire Agreement and understanding between the Parties in connection with the Service and supersedes any previous contract or Agreement between the Affiliate and the Organization.
25.3. The Organization may hold and process, whether electronically or manually, the data it collects in relation to the Affiliate in the course of the Service for the purposes of the Organization's management and administration of its business and of other Affiliates and for compliance with applicable procedures, laws and regulations and Affiliate hereby consent for the same. The Organization or its agents may transfer, store, and process such data whether in India or any other place for the above purposes.
25.4. If at any time any term or provision in this contract shall be held to be illegal, invalid or unenforceable, in whole or in part, under any rule of law or enactment, such term or provision or part shall to that extent be deemed not to form part of this contract, but the enforceability of the remainder of this contract shall not be affected.
25.5. The Affiliate agrees, recognizes, and acknowledges that:
25.5.1. he/she has been provided with a copy of this Agreement for review prior to signing it, that he/she has reviewed it and that he/she understands the terms, purposes and effects of this Agreement, and that he/she has signed the same only after having had the opportunity to seek clarifications; that he/she has been given a signed copy of this Agreement for his/her own records; he/she has not been subjected to duress or undue influence of any kind to execute this Agreement and this Agreement will not impose an undue hardship upon him/her. He/she has executed this Agreement of his/her own free will and without relying upon any statements made by the Organization or any of its representatives, agents, or Affiliates. This Agreement is in all respects reasonable and necessary to protect the legitimate business interests of the Organization;
25.5.2. if he/she violates any of the terms of this Agreement, the Organization will suffer irreparable injury and damages the amount of which cannot be adequately measured in monetary terms and an adequate remedy at law will not exist;
25.5.3. In view of the above, the Organization shall be entitled to injunctive relief, in addition to any other remedy available to law or in equity, in the event he/she violates any of the terms or conditions of this Agreement.
25.6. The parties agree that electronic communications, including but not limited to email, electronic signatures, and online messaging, shall be deemed valid and legally binding for all purposes under this Agreement. Such electronic communication shall have the same force and effect as if they were in writing and signed by the parties. The parties further acknowledge that electronic communications are reliable, confidential, and secure means of communication.
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