Website Affiliate Agreement (India)

Website Affiliate Agreement for use in all states and territories of India.

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This kit includes tools and guidelines that will assist you in drafting a Website Affiliate Agreement for use in all states and territories of India.

A Website Affiliate Agreement sets forth the terms under which one website may become an affiliate of another, providing promotional services in exchange for commission payments. Under the terms of this sample agreement, an affiliate website is given the resources to display promotional graphics and text for another website on their own site. The agreement also includes several different types of commission structures, and sets forth specific terms for when and how those payments will be made.

Among others, this form includes the following provisions:
    Promotional Materials
    Use of Promotional Materials
    Licence
    Intellectual Property
    Relationship of Parties
    Commissions
    Affiliate Representations and Warranties
    Term
    Governing Law
Law Compliance: This form complies with the laws of the states and territories of India.
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.















Website Affiliate Agreement
(India)








This Packet Includes:
1.   Instructions & Checklist
2.   General Information
3.   Step-by-Step Instructions
4.   Website Affiliate Agreement




Instructions & Checklist
Website Affiliate Agreement
(India)

q   In the agreement, the party will need to indicate how commissions will be paid. The user will need to indicate if commission will be paid by product sold, by using the click-through method, or another calculation.

q   Each party should thoroughly review the document before signing. Once the document is signed, each party should retain a copy for their records.

q   These forms are not intended and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used without consulting with a lawyer first. A lawyer should be consulted before negotiating any document with another party.
q   The purchase and use of these forms, is subject to the Disclaimers and Terms of Use found at www.findlegalforms.com.





General Information
Website Affiliate Agreement
(India)

With the popularity of the Internet as a world marketplace, website affiliate arrangements are quite popular and continue to grow at an amazing pace.  A Website Affiliate Agreement is a contract that sets forth the terms under which one website may become an affiliate of another, providing promotional services in exchange for commission payments.  Under the terms of this sample agreement, an affiliate website is given the resources to display promotional graphics and text for another website on their own site.  The agreement also includes several different types of commission structures, and sets forth specific terms for when and how those payments will be made.

With a Website Affiliate Agreement in place, if customer of one website clicks on an advertisement displayed, and subsequently makes a purchase, a referral fee is paid to the original website, generally 5 to 15%, depending on the nature of the product. There are also affiliate programs that are arranged on a “pay-per-click” basis.

To complete the sample agreement included in this kit, simply follow the italicised instructions, and delete any unused optional provisions.







Step-by-Step Instructions
Website Affiliate Agreement
(India)

These instructions will help walk you through this agreement, highlight special areas of interest, and point out information that needs to be filled in. All parties should be sure to read and understand the entire agreement before signing.

Introduction:   Enter the date, the name of the company, and that type of entity they are (limited company or unlimited company” for instance). Name the Affiliate, and also enter their type of business structure.

1. The company agrees to supply the Affiliate any graphic material needed for the Affiliate to display on their website.

2. Use of Promotional Materials. Affiliate may only use the promotional material in a manner for which they were intended.

3. Licence. The Company grants the Affiliate a licence to use the promotional materials under this agreement.

4. Intellectual Property. Company will retain the right to all promotional materials.

5. Relationship of the Parties. The Affiliate will be providing services to the Company as an independent contractor, there is no employment relationship created.

6. Commissions.   The company will pay to Affiliate a commission. Check the box that applies to your situation, either by product, by click-through, or other. Note that c) will only apply if you have chosen the click-through method of payment for commissions. If it does not apply, delete paragraph. In d), commissions will be paid every month. However, if the amount is lower than a certain amount (fill in this amount), the commissions will roll over into the next month.

7. Affiliates Representations and Warranties.  These are standard warranties; however the parties should review them thoroughly. The Affiliate agrees to not have any offensive material on his website, and will not use promotional materials in any inappropriate way. The Affiliate will not own any of the materials, and the Affiliate will not publish or distribute advertising materials regarding the Company without their consent.



8. Indemnification.  Indemnity means that one party will pay for the loss of another. Here, the Affiliate agrees to indemnify the Company for any damages resulting from a breach of the Affiliates warranties.

9. Confidentiality. Any information that the Affiliate receives by virtue of this relationship is confidential. Confidentiality provisions are standard to most business agreements. If the parties feel they need more protection they can also include a Non-Disclosure Agreement.

10. Term.   Enter the date when the agreement takes effect. Either party has the right to terminate this agreement at any time, with 30 days notice.

11. Taxes. Company shall not be responsible for any taxes incurred by the Affiliate arising out of this agreement.

12. Limitations on Liability. The company is not liable for any lost profits or costs, or damages arising from this agreement.

13. Governing Law. The law which will determine how the parties rights and obligations under this agreement should be interpreted.

14. Counterparts. Signing in counterparts means that each party can independently sign a duplicate document, and together it is considered a fully executed contract. This is common where all parties cannot be physically present for the signing.

15. Severability. This means that if one portion of this agreement is found to be unenforceable, it does not affect the validity of the rest of the document.

16. Notice.   Fill in the mailing address for each party, where all notices will be sent.

17. Headings. Headings are not considered part of the agreement.

18. Entire Agreement. This is the entire and complete agreement between the parties, and supersedes any prior understandings.

  Signature Block:  Both parties sign the document and retain a copy for their records.








DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only a lawyer can provide legal advice.  A lawyer should be consulted for all serious legal matters.  No Lawyer-Client relationship is created by use of these materials.  
THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 



Website Affiliate Agreement
for
      (Name of affiliate)      

THIS AGREEMENT (the “Agreement) is made as of the            day of               , 20   , by and between                   , a     (entity type, if applicable)                 (the “Company”), and                      , a               (entity type)       (the “Affiliate,” and collectively, the “Parties”).

WHEREAS Affiliate wishes to include certain materials promoting Company, and to include a link to Companys website within those materials on Affiliates website;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:

1.     Promotional Materials.   Company shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”).  Affiliate shall display the Promotional Materials on Affiliates website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement.  Affiliate shall also include a link from the Promotional Materials to Companys website, as specified by Company.

2.   Use of Promotional Materials.  The Affiliates use and display of the Promotional Materials on the Affiliates site shall conform to the following terms, conditions and specifications:
a.   Affiliate may not use any graphic, textual or other materials to promote Companys website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.
b.      Affiliate may only use the Promotional Materials for the purpose of promoting Companys website (and the products and services available thereon), and for linking to Companys website.
c.      The Promotional Materials will be used to link only to Companys website, to the specific page and address as specified by Company.
d.      Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company.  If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such alteration of modification.
3.   Licence.  Company hereby grants to Affiliate a nonexclusive, non-transferable licence (the Licence”) to use the Promotional Materials as specified under the terms and conditions of this Agreement.  The term of the Licence shall expire upon the expiration or termination of this Agreement.
4.   Intellectual Property.  Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials.  Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the Licence, as set forth in Section 3.
5.   Relationship of Parties.  This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate.  Affiliate shall provide services for Company as an independent contractor.  Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.
6.   Commissions.
a.    In exchange for Affiliates display of the Promotional Materials, and for Affiliates compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission (the “Commission”) in the amount of (Check any that apply):
?   Rs       per    (product or subscription)    sold to a user that accesses Companys website through a link on Affiliates website.
?  Rs       per Bona Fide Click-Through (as defined below).
?  Other:                                                             


b.   Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate.  Affiliate shall be given reasonable access to these records upon request.  Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Company within 14 days of discovering such discrepancy.

c.   (if applicable) For the purposes of this Agreement, a “Bona Fide Click-Through” shall be defined as any successful attempt by a visitor of Affiliates website to click on the link within the Promotional Materials on Affiliates website and to visit Companys website.  Company shall have sole discretion to determine whether any particular click-through or class of click-throughs shall qualify as Bona Fide Click-Throughs.  Affiliate shall not attempt to: (i) artificially attempt to generate click-throughs to Companys website by use of deception or misrepresentation; (ii) manipulate, incentivize, or otherwise encourage Affiliates employees, agents, customers, or other persons to click the link to the Companys website for any purpose other than the promotion of the services and/or products offered through Companys website; or (iii) create or employ any mechanism designed to artificially or automatically generate click-throughs to Companys website.

d.   Company shall pay all Commissions accrued and payable to Affiliate within 7 days of the first day of each month (the “Commission Payment Date”).  If on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than Rs      , then such accrued and payable balance shall be held over to the following month, and paid together with the Commissions due for that month.  If at any time, the balance of accrued and payable Commissions is held over for 2 consecutive months, then Company shall pay all accrued and payable Commissions to Affiliate in the third month, regardless of the total amount owed.

e.   In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.
7.  Affiliates Representations and Warranties.  Affiliate represents and warrants the following:

a.   Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
b.   Affiliates website does not contain any materials that are:
i.   Sexually explicit, obscene, or pornographic;
ii.   Offensive, profane, hateful, threatening, harmful, defamatory, libellous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
iii.   Graphically violent, including any violent video game images; or
iv.   Solicitous of any unlawful behaviour
c.   Affiliate has obtained any necessary clearances, licences, or other permission for any intellectual property used on Affiliates website.  Nothing on Affiliates website infringes upon the intellectual property rights of any person or entity.  No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
d.   Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
e.   Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
f.   Affiliate will not publish or otherwise distribute any advertising materials for Affiliates website that refers Company or Companys website unless Company gives prior written consent to the distribution of such materials.  Affiliate will not use Companys name (or any name that is confusingly similar to Companys name) for any purpose on its website, in its promotional materials, or in any other context except to promote Companys website as specified in this Agreement.   Affiliate will not register any domain name that incorporates Companys name, or that is confusingly similar to Companys name.
g.   Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Companys website.
8.   Indemnification.  Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliates warranties set forth in Section 7 above.  Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.

9.   Confidentiality.  Any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.”  Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.

10.   Term.  
a.   This Agreement shall take effect on       , 20   , and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.

b.   Either Party shall have the right to terminate this Agreement at any time and for any cause.  The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.
11.   Taxes.  Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliates relationship with Company as set forth in this Agreement.  Company shall not withhold any taxes from the Commissions paid to Affiliate.
12.   Limitation of Liability.  Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.

13.   Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the honourable courts of _________________,  India, without regard to conflicts of law principles.

14.   Counterparts.   This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

15.   Severability.   If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

16.   Notice.   Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:

   If to Company:      
      
      
      

   If to Affiliate:         
         
      
      

17.   Headings.   The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

18.   Entire Agreement.   This Agreement constitutes the entire agreement between Company and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.


COMPANY

                  
Signature

                  
Print Name

                  
Title

AFFILIATE

                  
Signature

                  
Print Name

                  
Title



Number of Pages11
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#33552
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.















Website Affiliate Agreement
(India)








This Packet Includes:
1.   Instructions & Checklist
2.   General Information
3.   Step-by-Step Instructions
4.   Website Affiliate Agreement




Instructions & Checklist
Website Affiliate Agreement
(India)

q   In the agreement, the party will need to indicate how commissions will be paid. The user will need to indicate if commission will be paid by product sold, by using the click-through method, or another calculation.

q   Each party should thoroughly review the document before signing. Once the document is signed, each party should retain a copy for their records.

q   These forms are not intended and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used without consulting with a lawyer first. A lawyer should be consulted before negotiating any document with another party.
q   The purchase and use of these forms, is subject to the Disclaimers and Terms of Use found at www.findlegalforms.com.





General Information
Website Affiliate Agreement
(India)

With the popularity of the Internet as a world marketplace, website affiliate arrangements are quite popular and continue to grow at an amazing pace.  A Website Affiliate Agreement is a contract that sets forth the terms under which one website may become an affiliate of another, providing promotional services in exchange for commission payments.  Under the terms of this sample agreement, an affiliate website is given the resources to display promotional graphics and text for another website on their own site.  The agreement also includes several different types of commission structures, and sets forth specific terms for when and how those payments will be made.

With a Website Affiliate Agreement in place, if customer of one website clicks on an advertisement displayed, and subsequently makes a purchase, a referral fee is paid to the original website, generally 5 to 15%, depending on the nature of the product. There are also affiliate programs that are arranged on a “pay-per-click” basis.

To complete the sample agreement included in this kit, simply follow the italicised instructions, and delete any unused optional provisions.







Step-by-Step Instructions
Website Affiliate Agreement
(India)

These instructions will help walk you through this agreement, highlight special areas of interest, and point out information that needs to be filled in. All parties should be sure to read and understand the entire agreement before signing.

Introduction:   Enter the date, the name of the company, and that type of entity they are (limited company or unlimited company” for instance). Name the Affiliate, and also enter their type of business structure.

1. The company agrees to supply the Affiliate any graphic material needed for the Affiliate to display on their website.

2. Use of Promotional Materials. Affiliate may only use the promotional material in a manner for which they were intended.

3. Licence. The Company grants the Affiliate a licence to use the promotional materials under this agreement.

4. Intellectual Property. Company will retain the right to all promotional materials.

5. Relationship of the Parties. The Affiliate will be providing services to the Company as an independent contractor, there is no employment relationship created.

6. Commissions.   The company will pay to Affiliate a commission. Check the box that applies to your situation, either by product, by click-through, or other. Note that c) will only apply if you have chosen the click-through method of payment for commissions. If it does not apply, delete paragraph. In d), commissions will be paid every month. However, if the amount is lower than a certain amount (fill in this amount), the commissions will roll over into the next month.

7. Affiliates Representations and Warranties.  These are standard warranties; however the parties should review them thoroughly. The Affiliate agrees to not have any offensive material on his website, and will not use promotional materials in any inappropriate way. The Affiliate will not own any of the materials, and the Affiliate will not publish or distribute advertising materials regarding the Company without their consent.



8. Indemnification.  Indemnity means that one party will pay for the loss of another. Here, the Affiliate agrees to indemnify the Company for any damages resulting from a breach of the Affiliates warranties.

9. Confidentiality. Any information that the Affiliate receives by virtue of this relationship is confidential. Confidentiality provisions are standard to most business agreements. If the parties feel they need more protection they can also include a Non-Disclosure Agreement.

10. Term.   Enter the date when the agreement takes effect. Either party has the right to terminate this agreement at any time, with 30 days notice.

11. Taxes. Company shall not be responsible for any taxes incurred by the Affiliate arising out of this agreement.

12. Limitations on Liability. The company is not liable for any lost profits or costs, or damages arising from this agreement.

13. Governing Law. The law which will determine how the parties rights and obligations under this agreement should be interpreted.

14. Counterparts. Signing in counterparts means that each party can independently sign a duplicate document, and together it is considered a fully executed contract. This is common where all parties cannot be physically present for the signing.

15. Severability. This means that if one portion of this agreement is found to be unenforceable, it does not affect the validity of the rest of the document.

16. Notice.   Fill in the mailing address for each party, where all notices will be sent.

17. Headings. Headings are not considered part of the agreement.

18. Entire Agreement. This is the entire and complete agreement between the parties, and supersedes any prior understandings.

  Signature Block:  Both parties sign the document and retain a copy for their records.








DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only a lawyer can provide legal advice.  A lawyer should be consulted for all serious legal matters.  No Lawyer-Client relationship is created by use of these materials.  
THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 



Website Affiliate Agreement
for
      (Name of affiliate)      

THIS AGREEMENT (the “Agreement) is made as of the            day of               , 20   , by and between                   , a     (entity type, if applicable)                 (the “Company”), and                      , a               (entity type)       (the “Affiliate,” and collectively, the “Parties”).

WHEREAS Affiliate wishes to include certain materials promoting Company, and to include a link to Companys website within those materials on Affiliates website;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:

1.     Promotional Materials.   Company shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”).  Affiliate shall display the Promotional Materials on Affiliates website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement.  Affiliate shall also include a link from the Promotional Materials to Companys website, as specified by Company.

2.   Use of Promotional Materials.  The Affiliates use and display of the Promotional Materials on the Affiliates site shall conform to the following terms, conditions and specifications:
a.   Affiliate may not use any graphic, textual or other materials to promote Companys website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.
b.      Affiliate may only use the Promotional Materials for the purpose of promoting Companys website (and the products and services available thereon), and for linking to Companys website.
c.      The Promotional Materials will be used to link only to Companys website, to the specific page and address as specified by Company.
d.      Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company.  If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such alteration of modification.
3.   Licence.  Company hereby grants to Affiliate a nonexclusive, non-transferable licence (the Licence”) to use the Promotional Materials as specified under the terms and conditions of this Agreement.  The term of the Licence shall expire upon the expiration or termination of this Agreement.
4.   Intellectual Property.  Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials.  Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the Licence, as set forth in Section 3.
5.   Relationship of Parties.  This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate.  Affiliate shall provide services for Company as an independent contractor.  Affiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.
6.   Commissions.
a.    In exchange for Affiliates display of the Promotional Materials, and for Affiliates compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission (the “Commission”) in the amount of (Check any that apply):
?   Rs       per    (product or subscription)    sold to a user that accesses Companys website through a link on Affiliates website.
?  Rs       per Bona Fide Click-Through (as defined below).
?  Other:                                                             


b.   Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate.  Affiliate shall be given reasonable access to these records upon request.  Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Company within 14 days of discovering such discrepancy.

c.   (if applicable) For the purposes of this Agreement, a “Bona Fide Click-Through” shall be defined as any successful attempt by a visitor of Affiliates website to click on the link within the Promotional Materials on Affiliates website and to visit Companys website.  Company shall have sole discretion to determine whether any particular click-through or class of click-throughs shall qualify as Bona Fide Click-Throughs.  Affiliate shall not attempt to: (i) artificially attempt to generate click-throughs to Companys website by use of deception or misrepresentation; (ii) manipulate, incentivize, or otherwise encourage Affiliates employees, agents, customers, or other persons to click the link to the Companys website for any purpose other than the promotion of the services and/or products offered through Companys website; or (iii) create or employ any mechanism designed to artificially or automatically generate click-throughs to Companys website.

d.   Company shall pay all Commissions accrued and payable to Affiliate within 7 days of the first day of each month (the “Commission Payment Date”).  If on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than Rs      , then such accrued and payable balance shall be held over to the following month, and paid together with the Commissions due for that month.  If at any time, the balance of accrued and payable Commissions is held over for 2 consecutive months, then Company shall pay all accrued and payable Commissions to Affiliate in the third month, regardless of the total amount owed.

e.   In the event that Affiliate materially breaches this Agreement and Company terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate.
7.  Affiliates Representations and Warranties.  Affiliate represents and warrants the following:

a.   Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
b.   Affiliates website does not contain any materials that are:
i.   Sexually explicit, obscene, or pornographic;
ii.   Offensive, profane, hateful, threatening, harmful, defamatory, libellous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
iii.   Graphically violent, including any violent video game images; or
iv.   Solicitous of any unlawful behaviour
c.   Affiliate has obtained any necessary clearances, licences, or other permission for any intellectual property used on Affiliates website.  Nothing on Affiliates website infringes upon the intellectual property rights of any person or entity.  No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
d.   Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
e.   Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
f.   Affiliate will not publish or otherwise distribute any advertising materials for Affiliates website that refers Company or Companys website unless Company gives prior written consent to the distribution of such materials.  Affiliate will not use Companys name (or any name that is confusingly similar to Companys name) for any purpose on its website, in its promotional materials, or in any other context except to promote Companys website as specified in this Agreement.   Affiliate will not register any domain name that incorporates Companys name, or that is confusingly similar to Companys name.
g.   Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Companys website.
8.   Indemnification.  Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliates warranties set forth in Section 7 above.  Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.

9.   Confidentiality.  Any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.”  Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.

10.   Term.  
a.   This Agreement shall take effect on       , 20   , and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.

b.   Either Party shall have the right to terminate this Agreement at any time and for any cause.  The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.
11.   Taxes.  Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliates relationship with Company as set forth in this Agreement.  Company shall not withhold any taxes from the Commissions paid to Affiliate.
12.   Limitation of Liability.  Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.

13.   Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the honourable courts of _________________,  India, without regard to conflicts of law principles.

14.   Counterparts.   This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

15.   Severability.   If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

16.   Notice.   Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:

   If to Company:      
      
      
      

   If to Affiliate:         
         
      
      

17.   Headings.   The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

18.   Entire Agreement.   This Agreement constitutes the entire agreement between Company and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.


COMPANY

                  
Signature

                  
Print Name

                  
Title

AFFILIATE

                  
Signature

                  
Print Name

                  
Title



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