PLANETEVES AFFILIATES PROGRAM
To become an affiliate with Planeteves, please read the following agreement;
Acknowledge that you understand and agree to the terms of the Agreement by filling out and sending the sign-up form at the bottom of the page or mail a printed version to the following address:
Saamag Planeteves Pvt. Ltd.,
B-67, Sarita Vihar, Delhi 110076
Email - email@example.com
This affiliate agreement ("Agreement") contains the terms and conditions, agreed upon between you (“Affiliate”) and Saamag Planeteves Pvt. Ltd. ("Planeteves"), which are applicable to Affiliate’s participation in the Planeteves Affiliates Program (“Program”). The Affiliate and Planeteves are hereinafter individually referred to as a “Party” and collectively as the “Parties.”
1. AFFILIATION: The Affiliate desires to enter into the Program wherein Affiliate would have the opportunity to refer individuals to Planeteves and would receive a commission from Planeteves in accordance with the terms herein.
2. REGISTRATION PROCESS: The Affiliate shall fill out and send the sign-up form at the bottom of the page or mail a printed version to Planeteves, containing, inter-alia, (i) the URL(s) of each website(s) (“Referral Website(s)”) from which Affiliate will provide a link to the Planeteves Website (as defined below); (ii) the name, e-mail, and phone number of individual from Affiliate who will be a designated contact for Planeteves (collectively the “Registration Information”).
3. REFERRAL PROCESS
3.1. Special Link. Upon successful completion of the registration process, Planeteves will deliver to the Affiliate a special link/hyperlink format to enable the Affiliate to display a functional link (“Special Link”) on each Referral Website that visitors to such site(s) can click for the purpose of entering the Planeteves website (“Planeteves Website”). The Affiliate agrees that it shall maintain the Special Link in a size and prominence as reasonably requested by Planeteves on the Referral Websites.
3.2. Setting Up Special Links. Planeteves will provide the Affiliate with instructions on how to set up links from its site to the appropriate Planeteves Website page. The Affiliate may add or delete product references (and related links) from its site at any time and can decide which products/services displayed on Planeteves Website it wishes to display on its site. For example, Affiliate may want only cosmetic products or it may want no catalogue relating to perfumes to be displayed on its site.
3.3. Linked Referrals. The Special Link on a Referral Website will direct potential customers to the Planeteves Website where they will have the opportunity to purchase various products and/or services on Planeteves’ platform. Subject to the requirements and terms set forth hereto, each potential customer that purchases products and/or services on Planeteves’ platform immediately after arriving at the Planeteves Website via the Special Link on the Referral Website(s) is referred to herein as a “Customer Referral”.
4. AFFILIATES’ OBLIGATIONS
4.1. The Affiliate represents and warrants that all of its Registration Information is true, complete, and accurate. The Affiliate shall notify Planeteves of any changes to its Registration Information during the Term of this Agreement and submit updated information promptly after any such changes.
4.2. The Affiliate will display the Special Link, as rendered by Planeteves, on each of its Referral Websites throughout the Term of this Agreement.
4.3. The Affiliate shall not make any representations or warranties, including but not limited to false or misleading representations, with respect to the specifications, features or functionality of the products or services displayed on Planeteves Website.
4.4. The Affiliate agrees, that neither the Affiliate nor any of its affiliates, will impose or collect any fee of any kind, including but not limited to, any application fee, referral fee, or funding fee from any consumer, for any product or service offered under or related to the Affiliate or its affiliate’s performance under this Agreement.
4.5. The Affiliate represents and warrants that none of its websites referred to in this Agreement contain or link (or will contain or link) to any content, web page or site that contains any:
(a) nudity, pornography, or other sexual or adult material;
(b) hate propaganda or material that encourages or promotes illegal activity or violence;
(c) content that violates or infringes in any way upon the statutory, common law, or proprietary rights of others, including but not limited to copyrights, trademark rights, patents, or any other third party intellectual property, contract, privacy, or publicity rights;
(d) material that promotes or utilizes software or services designed to deliver unsolicited email;
(e) material that violates any local, state, or central laws, rules or regulations;
(f) viruses, trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines; or
(g) misrepresentations or material that is threatening, abusive, harassing, defamatory, obscene, profane, indecent, or otherwise objectionable, offensive, or harmful, as determined in the Planeteves’ sole discretion.
4.6. The Affiliate (directly or indirectly) does not, and shall not, undertake any “black-hat” or deceptive or fraudulent methods including, but not limited to keyword or cookie stuffing, spamdexing, malware, adware, hidden text or links, doorway or cloaked pages, link farming, blog comment spam, spyware, parasiteware techniques, automated “robot” techniques, software, downloads, context triggering, or other similar tactics to increase Customer Referrals. Planeteves reserves the right to research and investigate the Affiliate and its activities and, at Planeteves’ own discretion, determine whether or not any of these practices are being employed. If the Affiliate is found in violation of this section, this Agreement will be immediately terminated and all Fees will be cancelled and forfeited.
4.7. The Affiliate shall comply with all local, state and central laws, rules and regulations governing its actions under this Agreement including without limitation, the Information Technology Act, 2000.
4.8. The Affiliate represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.
4.9. Without limiting its other remedies, Planeteves may immediately terminate this Agreement at any time for any violation by the Affiliate of the foregoing promises.
5. PRICING & PAYMENT
5.1. Fees. Planeteves will pay the Affiliate referral fee on certain sale of eligible products/services through Customer Referral (“Referral Fees”). Planeteves shall only pay the Referral Fees on such products/services after order, payment and shipping have occurred.
5.2. Net Commissions & Chargebacks. Planeteves may, in its sole discretion set discounts; make allowances, adjustments, or refunds to its customers. In each such case, Planeteves may deduct such amounts or charge back to the Affiliate’s account any such amounts previously paid or credited to the Affiliate.
5.3. Affiliates Associates, friends, employees etc. The Affiliate shall not purchase products or services during sessions initiated through the Special Link on its site for its own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by Affiliates or its friends, relatives, or associates in any manner. Such purchases may result (in Planeteves sole discretion) in the withholding of Referral Fees or the termination of this Agreement.
5.4. Taxes and Duties. The Affiliate shall pay all sales, use, withholding and other taxes, duties, or fees imposed by any applicable laws and regulations as a result of the payments it receives under this Agreement.
6. INTELLECTUAL PROPERTY
(a) Special Link License. Subject to Affiliate’s compliance with all the terms of this Agreement, Planeteves grants to the Affiliate a non-exclusive, non-sublicensable, non-transferable, license during the Term to copy, display and use the Special Link on the Affiliate’s Referral Website(s) solely for the purpose set forth in Section 3.1.
(b) Requirements. The Affiliate agrees to follow all reasonable instructions and restrictions provided by Planeteves with respect to display and use of the Special Link. The Affiliate agrees that Planeteves shall not be responsible, and that Affiliate will indemnify Planeteves in accordance with Section 12, for any malfunctions, errors, data inaccuracies, or improper results attributable to Affiliate’s incorrect, unauthorized, or unsupported display or use of the Special Link.
(c) Restrictions. Except as expressly permitted in this Agreement, Affiliate shall not: (a) change or modify the Special Link; or (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Special Link to any third party. The Affiliate acknowledges and agrees that the Special Link and any portion thereof constitute or contain trade secrets of Planeteves and its licensors. Accordingly, Affiliate agrees not to disassemble, decompile or otherwise reverse engineer the Special Link, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
6.2. Ownership. The Affiliate agrees and understands that Planeteves is the exclusive owner of the Special Link and all graphic designs, icons, computer programming, and other elements incorporated therein or generated thereby, and all intellectual property rights in the foregoing. In addition, the Affiliate acknowledges that Planeteves retains all ownership, right, title, and interest in and to its trademarks, trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, and know-how related to the design, function, or operation of its services.
7.1. Definition. For the purposes of this Agreement, “Confidential Information” means any technical or business information, including but not limited to the Special Link which: (i) might reasonably be presumed to be proprietary or confidential in nature; (ii) is disclosed in a writing that is marked “confidential” or “proprietary” at the time of such disclosure; or (iii) is disclosed orally and identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing Party to the receiving Party within 30 (thirty) days after any such oral disclosure.
7.2. Exceptions. Confidential Information will not include information that the receiving Party can demonstrate: (i) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of the receiving Party; (ii) was known by the receiving Party prior to receiving such information from the disclosing Party and without restriction as to use or disclosure; (iii) is rightfully acquired by the receiving Party from a third Party who has the right to disclose it under the circumstances and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving Party without access to any Confidential Information of the disclosing Party.
7.3. Obligations/Restrictions. Each Party agrees: (i) to take all reasonable action necessary to protect the confidentiality of the other Party’s Confidential Information; and (ii) not to use any such Confidential Information for any purpose except in accordance with the terms of this Agreement. Each Party may disclose the Confidential Information of the other Party to its employees and consultants who have a bona fide need to know such Confidential Information, but solely to the extent necessary for each Party to fulfill its obligations and exploit its rights under this Agreement; provided that each such employee or consultant first executes a written agreement (or is otherwise already bound by a written agreement) that contains use and nondisclosure restrictions at least as protective of the other Party’s Confidential Information as those set forth in this Agreement. The provisions of this Section 7.3 will not restrict a Party from disclosing the other Party’s Confidential Information to the extent required by any law or regulation; provided that the Party required to make such a disclosure uses reasonable efforts to give the other Party reasonable advance notice of such required disclosure in order to enable the other Party to prevent or limit such disclosure.
8. TERM AND TERMINATION
8.1. This Agreement begins on the Effective Date, and, unless terminated earlier in accordance with this Section 8, continues for a period of one (1) year and will automatically renew for one (1) year periods unless terminated pursuant to Section 8.2 (“Term”).
8.2. Each Party reserves the right to terminate this Agreement: (i) immediately and without notice in the event that the other Party breaches any provision of this Agreement or any other related agreement; or (ii) upon providing the other Party with at least 30 (thirty) days written notice of its intent to terminate this Agreement, for any or no reason. Termination of this Agreement will not affect any other right or remedy at law or in equity of either Party.
8.3. Promptly upon expiration or termination of this agreement, Affiliate shall stop the usage of Special Link and remove any links to the Planeteves Website. The rights and obligations of the Parties contained in the following provisions of this Agreement will survive expiration or termination of the Agreement: 4.3, 6.1(b), 6.1(c), 6.2, 7, 8.3, 9, 10, 12, 13, and any provisions that specifically state they survive the termination of this Agreement.
9. DISCLAIMER OF WARRANTIES
All content provided on the Planeteves website is provided “as is”, with all faults, without warranty of any kind, either express or implied, including, without limitation, those of merchantability, fitness for a particular purpose and no infringement of any intellectual or other proprietary rights or arising from a course of dealing, usage, or trade practice. There is no warranty of any kind, express or implied, regarding third party content. Inspite of Planeteves’s best endeavours, there is no warranty on behalf of Planeteves that this website will be free of any computer viruses.
10. LIMITATION OF DAMAGES
Except for the parties indemnification obligations set forth in section 12 or a breach of section 7, in no event shall Planeteves or any of its subsidiaries or affiliates and its suppliers shall be liable for any direct or indirect incidental, special, exemplary, punitive, or consequential damages, including without limitation, lost profits or revenues, costs of replacement goods, lost savings, loss or damage to data arising out of the use or inability to use the website, services or any Planeteves product, damages resulting from the use of or reliance on the content presented, or any incidental, special, or other economic consequential damages, even if Planeteves or its suppliers have been advised of the possibility of such damages.
The Planeteves website or services may contain inaccuracies and typographical and clerical errors. Planeteves expressly disclaims any obligation(s) to update the website or any of the content on the website. Planeteves does not warrant the accuracy or completeness of the content or the reliability of any advice, opinion, statement or other information displayed or distributed through the website or services. Affiliate acknowledges that any reliance on any such opinion, advice, statement, memorandum, or information shall be at its sole risk. Planeteves reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the website or services.
By displaying and using the special links and agreeing to become part of the program, the affiliate agrees to indemnify and hold harmless Planeteves, its subsidiaries and affiliates from any claim, cost, expense, judgment or other loss relating to its display and usage of the special link including without limitation of the foregoing, any action affiliate takes which is in violation of the terms and conditions of this agreement and against any applicable law.
13. GENERAL PROVISIONS
13.1. Force Majeure: Neither Party will be liable hereunder by reason of any failure or delay in the performance of its obligations on account of events beyond its reasonable control, which include without limitation: strikes; shortages; riots; insurrection; fires; flood; storm; explosions; acts of God; war; terrorism; governmental action; labor conditions; earthquakes; and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the Parties will be excused from any further performance of the respective obligations effected by the Force Majeure Event for so long as the effects of the event continue.
13.2. Severability: If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.
13.3. Independent Contractors: The Affiliate is an independent contractor and this Agreement does not establish any relationship of partnership, joint venture, employment, franchise, or agency between the Parties. The Affiliate shall not have the power to bind Planeteves or incur obligations on the Planeteves’ behalf without Planeteves’ prior written consent.
13.4. Notices: Any notice, direction or instruction given under this Agreement shall be in writing and delivered by hand, post, cable, facsimile or telex to the addresses as provided hereinabove. Notice will be deemed given: (a) in the case of hand delivery or registered mail or overnight courier upon written acknowledgement of receipt by an officer or other duly authorized employee, agent or representative of the receiving Party; (b) in the case of facsimile upon completion of transmission as long as the sender’s facsimile machine creates and the sender retains a transmission report showing successful transmission. Provided that in case of the date of receipt not being a business day, notice shall be deemed to have been received on the next business day. The address for notice may be changed by either Party by giving notice to the other Party as provided herein. Nothing in this clause shall affect any communication given by way of the internet or other electronic medium as otherwise provided in this Agreement for the purpose of rendering the services.
13.5. Entire Agreement: This Agreement, including the Exhibits and Schedules attached hereto, constitute the complete and exclusive understanding and agreement between the Parties regarding its subject matter and supersedes all other prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter.
13.6. Changes: Planeteves may, in its sole discretion, modify, restrict, change, or otherwise alter the terms and conditions contained in this agreement, the website, or the services, in whole or in part, impose limits on certain features on the website or the services, or restrict affiliate’s access to part or all of the website or the services. The affiliate is responsible for checking these periodically to remain in compliance with this agreement. The affiliate’s use of services or special links after any amendment to the agreement shall constitute its acceptance of these terms and it also agrees to be bound by any such changes/revisions.
13.7. Arbitration: The Parties will endeavour to settle amicably by mutual discussion any disputes, differences or claims whatsoever related to this agreement. Failing such amicable settlement the dispute shall be settled by arbitration. The Arbitration and Conciliation Act, 1996 shall govern the arbitration proceedings. The arbitration shall be held in Delhi, India and the language of arbitration shall be English. The arbitration proceedings shall be held before the sole Arbitrator appointed by Planeteves. Any arbitration award will be final and binding on the Parties, and judgment there on may be entered in any court of competent jurisdiction.
13.8. Governing Law and Jurisdiction: This Agreement shall be governed by the laws of India and subject to arbitration clause; the Parties agree that the court(s) in Delhi, India, shall have the exclusive jurisdiction to resolve all disputes arising under this Agreement.