AdGento Partner - Affiliate Terms & Conditions & Disclaimer
This document is an electronic record in terms of the Information Technology Act, 2000, and rules there under, as applicable, and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures. We recommend that you print a copy of these Terms and Conditions for future reference.
“AdGento Affiliate modules” (available on AdGento Partner Application which is available on Google Play store) is granted by us on and subjected to, the terms and conditions set out below (the “T&C).
The app i.e. “AdGento” is a digital portal which offers integrated services to get an advertiser online and market his business and company. The App offers paid subscriptions to increase the visibility of the advertisement.
The App offers an “AdGento Affiliate Module” through which a person can become “Affiliate” with AdGento and can purchase the aforesaid paid subscriptions at a discounted price and can further retail it at maximum Retail Price.
Please read the T&Cs carefully, In consideration of us allowing you to access and use “AdGento Affiliate Module” and can earn commissions. By enrolling yourself in “AdGento Affiliate Module” you agree to bound by these T&Cs. You should also be aware that these T&Cs setout rights and obligations to other Affiliates and those Affiliates may be able to enforce their right against you under T&Cs.
Terms & Conditions
As used herein, the following terms shall have the meanings set forth below:
A. “Service” means service as defined in the Consumer Protection Act, 1986.
B. "Territory" shall be allocated during time of engagement by the Company in writing to the Affiliate. Any change in "Territory" shall be communicated by the Company in writing to the Affiliate from time to time.
C. "Affiliate" means a person appointed or authorized, directly or indirectly, by a Direct Selling Entity through a legally enforceable written contract to undertake direct selling business on principal to principal basis.
Company hereby appoints Affiliate as its non-exclusive selling agent for the goods/services in the territory, and Affiliate hereby accepts such appointment. Affiliate's sole authority shall be to solicit customers for the goods/services in the territory in accordance with the terms of this agreement. Affiliate shall does not have the authority to make any commitments whatsoever on behalf of the Company.
3. General Duties
Affiliate shall uses his best efforts to promote the services and maximize the sale of the services in the territory. Affiliate shall also provide reasonable assistance to the company in promotional activities in the territory. Affiliate will assist the company by taking part in all promotional events, use the marketing inputs judiciously for maximizing orders for the company.
4. Reserved Rights
Company reserves the right to solicit/engage other Agents, Affiliates directly from businesses within the territory. Affiliate task is to solicit customers from all potential businesses in the territory.
5. Conflict of Interest
Affiliate warrants to Company that it does not currently represent or promote any Goods/services that compete with the Company's Goods/services. During the term of this Agreement, Affiliate shall not represent, promote or otherwise try to sell within the Territory any Goods/services that, in Company's judgment, compete with the Goods/services covered by this Agreement.
6. Independent Contractor
Affiliate is an independent contractor, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint ventures, co-owners or otherwise, or (iii) allow Affiliate to create or assume any obligation on behalf of Company for any purpose whatsoever. Affiliate is, not an employee of the Company and is not entitled to any employee benefits. Affiliate shall be responsible for financial and other obligations associated with Affiliate's business are the sole responsibility of Affiliate.
7. Indemnification by Affiliate
Affiliate shall indemnify and hold Company free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of negligence or malfeasant acts of Affiliate or misrepresentation or breach of any obligations under this agreement.
An affiliate can earn commission on the sale of services to the end customers/users. Affiliate can purchase the services paid subscriptions from the company at Discounted Price which will be called as Affiliate price & can sell the services paid subscriptions to end customers/user at maximum retail price (MRP).
The commission of Affiliate = MRP – AP(Affiliate Price).
9. Sale Of Services
An affiliate will be offered to sell various services offered by the company through its App (AdGento) which may include;
Paid subscription service to increase the visibility of a station on the App.
Any other service which is required to sell through the App.
10. Online Assignments
An Affiliate will be offered to participate in various online Assignments and increase their income by doing tasks required in the Assignments.
These online Assignments are optional task provided by the company to the Affiliate, The company is not bound to provide online Assignments to Affiliates. The Availability of online Assignments will be subjected to change according to the discretion of the Company.
The Affiliate can refuse to participate in any Assignments on it's with. There are no obligations on Affiliate to participate in online Agreements.
The Task, Payments Terms/Modes/Schedule, other Terms & Conditions of any particular Assignments will be declared/available in the Description Book of the Assignments.
Additional Responsibilities of Affiliate
Affiliate engaged in direct selling should carry their identity card and not visit the customer’s premises without prior appointment/approval;
At the initiation of a sales representation, without request, truthfully and clearly identify themselves, the identity of the company, the nature of the services sold and the purpose of the solicitation to the prospective consumer;
Offer a prospective consumer accurate and complete explanations and demonstrations services, prices, credit terms, terms of payment, return policies, after-sales service;
Provide the following information to the prospect/consumers at the time of sale, namely:
Name, address, registration number or enrollment number, identity proof and telephone number of the affiliate and details of the company;
A description of the services to be supplied;
Explain to the consumer about the return policy of the company in the details before the transaction;
The Order date, the total amount to be paid by the consumer along with the bill and receipt;
Information of his/her rights to cancel the order and avail full refund on sums paid;
Details regarding the complaint redressal mechanism;
Affiliate shall keep proper book of accounts stating the details of the services, price, tax and the quantity and such other details in respect of the services sold by him/her, in such form as per applicable law.
An Affiliate shall not:
Use misleading, deceptive and/or unfair trade practices;
Provide any literature and/or training material not restricted to collateral issued by the Company, to a prospective and/or existing affiliates both within and outside the parent company, which has not been approved by the Company;
Require prospective or existing affiliates to purchase any literature or training materials or sales demonstration equipment.
Affiliates shall bear the cost and expense of conducting its business in accordance with the terms of this Agreement. This would include salaries for the staff of the Affiliate who are engaged in the business of selling the services of the Company, expenses related to communications, telecommunication, mailing, conveyance and business entertainment if required. The company will not entertain any re-imbursement on any expense made by the Affiliate other than the commissions.
An Affiliate shall make efforts to promote the sale of and stimulate demand for the services within the Territory by direct solicitation. In no event shall an Affiliate make any representation, guarantee or warranty concerning the services except as expressly authorized by Company. The Company will take care of all online promotions on their website or Application and ensure lead generations. Use of company logo, product logo, any advertising/promotion/marketing activity conceived originally by an Affiliate should be first approved in writing by Company before being implemented.
An Affiliate shall inform and assist customers on Company's services, and shall perform such additional customer services by e-mail, phone and fax, whenever needed, as good salesmanship requires and as Company may reasonably request.
An Affiliate shall notify Company of any Customer's complaints regarding either the services or Company and immediately forward to Company the information regarding those complaints.
12. Additional Obligations of Company
A. Assistance in Promotion
Company shall, at its own expense, promptly provide Affiliate with marketing and technical information, training concerning the Goods/services, brochures, instructional material, advertising literature, and other product data.
B. Assistance in Technical Problems
Company shall, at its own expense, assist Affiliate and customers of the Goods/services in all ways deemed reasonable by Company in the solution of any problems relating to the services.
C. New Developments
Company shall inform Affiliate of new services that are competitive with Company's Products services and other market information and competitive information as discovered from time to time.
13.Trademarks and Trade Names
During the term of this Agreement, Affiliate shall have the right to indicate to the public that it is an authorized Affiliate of Company's Goods/services. Nothing herein shall grant Affiliate any right, title, or interest in Company's Trademarks. At no time during or after the term of this Agreement shall Affiliate challenge or assist others to challenge Company's Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of Company.
For a period of [12 months] after the Affiliates no longer in agreement with the Company, the Affiliate will not, directly or indirectly, either as proprietor, stockholder, partner, officer, employee or otherwise, distribute, sell, offer to sell, or solicit any orders for the purchase or distribution of any products or goods/services which are similar to those distributed, sold or provided by the Company.
15. Term and Termination
Term. This Agreement shall commence on the date first written above for a period of [2 years] unless terminated earlier as provided herein below.
Cooling off period. Either party to this agreement shall have the right to terminate this agreement with or with out cause with a thirty (30) days written notice to the other party.
Buy-back or repurchase policy. If the Services delivered by the company do not meet with the expectation of the affiliates, the company allows the buyback or repurchase the said service on the request of the affiliates, within 10 days from the date of receipt of the services, provided such services should be in the unused state.
This agreement will be reviewed by the company after a period of [12 months]. Any Affiliate not performing to the full satisfaction of the company in terms of securing new orders and company's policies is liable to be terminated
16. Limitations on Liability
In the event of termination by either party in accordance with any of the provisions of this Agreement, neither party shall be liable to the other, because of the termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures or commitments in connection with the business or goodwill of Company or Affiliates.
Affiliate acknowledges that by reason of its relationship to Company here under it will have access to certain information and materials concerning Company's business plans, customers, technology, and services that is confidential and of substantial value to Company, which value would be impaired if such information were disclosed to third parties. Affiliate agrees that it shall not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by the Company.
Company shall advise Affiliate whether or not it considers any particular information or materials to be confidential. Affiliates shall not publish any description of the services beyond the description published by Company and without the prior written consent of the Company. In the event of termination of this Agreement, there shall be no use or disclosure by Affiliate of any confidential information of Company.
18. Governing Law and Jurisdiction
This Agreement will be governed by and construed in accordance with the laws of Republic of India. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the Dehradun.
19. Entire Agreement
This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and supersedes any prior discussions or agreements between them. No modification of or amendment to neither this Agreement, nor any waiver of any rights under this Agreement to be done unilaterally and it shall be effective unless in writing signed by the party to be charged.
20. Non-Assignability and Binding Effect
A mutually agreed consideration for Company's entering into this Agreement is the reputation, business standing, and goodwill already honoured and enjoyed by Company under its present ownership, and, accordingly, Affiliate agrees that its rights and obligations under this Agreement may not be transferred or assigned directly or indirectly. Subject to the foregoing, this Agreement shall be binding upon and insure to the benefit of the parties hereto, their successors and assigns.
If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.
22. Waiver, Severability & Entire Agreement
Waiver: The failure of Company to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.
Severability: In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
23. Notification of Changes to Terms of Service.
Whenever we change our Terms, we will post those changes to our Terms of Service page, and other places we deem appropriate so that our users are aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. By continuing to use the service, you agree and accept the changes and agree to the Terms.
25. Warranty, Disclaimer, and Limitations of Liability
Your access to and use of the Service or any Content is at your own discretion.
Services are available “as is”: you understand and agree that the service is provided to you on an "as is" and "as available" basis. Without limiting the foregoing, to the full extent permitted by law, kind a disclaims all warranties, express or implied, of merchantability, fitness for a particular purpose, or non-infringement
Limitation of Liability: to the maximum extent permitted by applicable law, company, its directors, officers, shareholders, employees, representatives, consultants, affiliate, suppliers, and/or distributors shall not be liable for: (a)any indirect, incidental, exemplary punitive, or consequential damages of any kind whatsoever; (b) loss of: profits, revenue, data, use, good-will, or other intangible losses; (c) damages relating to your access to, use of, or inability to access or use the services; (d) damages relating to any conduct or content of any third party or subscriber using the services, including without limitation, defamatory, offensive or illegal conduct or content; and/or (e) damages in any manner relating to any content. This limitation applies to all claims, whether based on warranty, contract, tort, or any other legal theory, whether or not company has been informed of the possibility of such damage, and further where a remedy set forth herein is found to have failed its essential purpose. To the maximum extent permitted by applicable law, the total liability of company and its directors, officers, shareholders, employees, representatives, consultants, agents, suppliers, and/or distributors, for any claim under this agreement, including for any implied warranties, is limited to the amount you paid us to buy the applicable service(s).
Alternate Dispute Resolution and Arbitration
If a legal disagreement arises between the Company and Affiliates, both parties agree to resolve it by first mediation and then if the disagreement are not resolved by a binding arbitration. Any arbitration proceedings will be held at the location of The Company offices.
Headings used in this Agreement are provided for convenience only and all not be used to construe meaning or intent