THE AGREEMENT
This Affiliate Agreement (the “Agreement”) is provided by Kharpann Enterprises Pvt. Ltd. (the “Company”). Our primary website is located at www.towardsbusiness.com (the “Website”). The Agreement is a legal document between you and the Company that describes the affiliate relationship we are entering into. This Agreement covers your responsibilities as an affiliate and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well as have a lawyer’s assistance if you desire because each of the terms of this Agreement is important to our working relationship.
1. DEFINITIONS
For purposes of this Agreement the following terms shall mean:
“Company”, “Us”, “We”: As we describe above, will be referred to as the Company. Us, we, our, ours, and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.
“You”, the “Affiliate”: You will be referred to as the “Affiliate.” You’ll also be referred to throughout this Agreement with second-person pronouns such as “You”, “Your”, or “Yours”.
“Parties”: Collectively, the parties to this Agreement (the Company and You) will be referred to as “Parties” or individually as “Party.”
“Affiliate Program”: The program we’ve set up for our affiliates as described in this Agreement.
“Affiliate Application”: The fully completed form which must be provided to us for consideration of your inclusion in the Affiliate Program.
2. ASSENT & ACCEPTANCE
By submitting an application to our Affiliate Program, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please do not submit an application to our Affiliate Program. The failure by You or Your site to adhere to the Affiliate Suitability Guidelines may result in the rejection of your application to participate in the Program or termination of your participation in the Program, in our sole and unlimited discretion.
3. AGE RESTRICTION
You must be at least 18 (eighteen) years of age to join our Affiliate Program. By submitting an application to our Affiliate Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of your age.
4. PROGRAM SIGN-UP
In order to sign up for our Affiliate Program, you will first be asked to submit an Affiliate Application to join. The Affiliate Application may be found at the following website: https://towardsbusiness.com/affiliates-program/
Submitting an Affiliate Application does not guarantee inclusion in the Affiliate Program. We evaluate each and every application and the applications are the sole and exclusive decision-makers on Affiliate acceptance. If we choose not to allow your inclusion in the Affiliate Program, we will attempt to notify you in a reasonable manner. If you do not hear from us within a reasonable time frame, please consider your application rejected. We are not obligated to provide you with any explanation for your rejection, but please be advised we may reject applicants for any reason or manner, including but not limited to a website or social media page which violates our Acceptable Use Policy.
NOTWITHSTANDING ANYTHING STATED OR IMPLIED TO THE CONTRARY, BY APPLYING TO BECOME AN AFFILIATE, YOU AGREE THAT THE COMPANY HAS AND RESERVES THE RIGHT AT ALL TIMES TO REJECT YOUR APPLICATION OR TERMINATE YOUR PARTICIPATION IN THE PROGRAM FOR ANY REASON, OR NO REASON, IN OUR SOLE AND UNLIMITED DISCRETION.
If your Affiliate Application is rejected, you may re-apply. If your Affiliate Application is accepted, each of the terms and conditions in this Agreement applies to your participation. We may also ask for additional information to complete your Affiliate Application or for you to undertake additional steps to ensure eligibility in the Affiliate Program.
5. NON-EXCLUSIVITY
This Agreement does not create an exclusive relationship between You and Us. You are free to work with similar affiliate program providers in any category unless otherwise specifically agreed to in writing. This Agreement imposes no restrictions on Us to work with any individual or company we may choose.
6. AFFILIATE PROGRAM
6.1 Promotional Links
Once you have been notified that you have been accepted into the Program, you may use any method or form of promotion you choose so long as it complies with the terms and conditions of this Agreement (including but not limited to our Affiliate Suitability Guidelines) and all applicable laws. Promotional links may include our name and Trademarks and any other indicia and content we specifically identify on our site for your use as promotional features, tools, and content (collectively, “Affiliate Promotional Links”).
6.2 Utilization of Affiliate Promotional Links
6.2.1 We hereby grant you a limited, non-exclusive, and non-transferable license to use our Affiliate Promotional Links for placement on your site/promotional post without modification, abridgment, or embellishment, for the sole and exclusive purpose of referring potential customers to Towards Business. We reserve the right to revoke this license to use the Affiliate Promotional Links, in whole or part, at any time.
6.2.2 We reserve the right to require you to modify your use of the Affiliate Promotional Links following a review of your site/posts. If we issue formal policies and rules in connection with the usage of the Affiliate Promotional Links, you agree to promptly conform your use of the Affiliate Promotional Links to said policies, as same may be amended from time to time.
6.2.3 You may not use Affiliate Promotional Links to market, promote, or endorse the goods, services, and/or cause of any other individual or entity or to otherwise benefit any third party, save for your Referrals.
6.2.4 You agree that you shall not bid on, register or purchase search engine keywords, domain names, or other identifying search terms or titles that are similar to the Trademarks owned or controlled by the Company, or by any third party to promote your participation in the Program.
6.2.5 In utilizing the Affiliate Promotional Links, you agree that you will cooperate fully with us in order to establish and maintain the consistency and integrity of such Affiliate Promotional Links as they may be modified, enhanced, expanded, curtailed, or eliminated from time to time by us, in our sole and unlimited discretion.
6.2.6 You acknowledge that, by participating in the Program and/or using any of the Affiliate Promotional Links, the Company may receive information from or about visitors to track Referrals.
6.3 Paid Search Terms
6.3.1 Trademark or Brand-related bidding for advertisements is NOT PERMITTED. Affiliates are NEVER allowed to outrank or outbid Towards Business on any ad keywords.
The following terms should be added as phrase negatives across all paid search campaigns:
“Towards Business”
“towardsbusiness.com”
“towardbusiness.com”
“tobusiness.com”
We reserve the right to add additional terms to this list as new products launch.
6.3.2 Affiliates may not include ‘Official Site’ or make representations that your advertisement is directly from Towards Business. Affiliates may not use Towards Business trademarks, Towards Business product names, or their variations or misspellings in their ad copy.
6.3.3 Affiliates shall not use any domain names that are owned by Towards Business for any DISPLAY URL listings used in paid search campaigns. Nor may they CLOAK or MASK these URLs in paid search campaigns.
6.3.4 Affiliates may not link advertising directly to any pages on any Towards Business owned domain.
6.3.5 Affiliates shall not use the word official in connection with the Towards Business owned property name in domain names, search ads, or landing pages.
6.3.6 Affiliates shall not promote competitors on the same landing page that contains Affiliate Program links.
6.3.7 Affiliates shall not make a personal purchase through their own affiliate link.
6.3.8 The above terms apply to direct affiliates as well as sub-affiliates.
6.3.9 Violation of Search Policy: Towards Business will not pay commissions on any transactions that it believes to be generated by a violation of its search policies.
7. COMPENSATION
7.1 If you refer a customer to the Company, the customer identifies you to Us as the referring party by clicking through your referral link to the towardsbusiness.com website (a “Referred Customer”), and the purchase is not an Ineligible Purchase (collectively, a “Qualified Purchase”), your account will be credited in the amount specified in the Insertion Order. Any referral fees credited to your account from a customer referral or other product that is later refunded or charged back to Us, or considered a fraudulent order will not be paid, or if already paid, will be deemed to be an overpayment of fees to You, and will be set off from the next round of payments. We reserve the right to withhold payments due to you under the Program for up to 35 calendar days from the date the referred customer makes a complete purchase of the product.
For a Product sale to be eligible to earn a referral fee, the customer must click through a Special Link from your site, email, or other communications to https://towardsbusiness.com and complete an order for a product during that session.
We will only pay commissions on links that are automatically tracked and reported by our systems. We will not pay commissions if someone says they purchased or someone says they entered a referral code if it was not tracked by our system. We can only pay commissions on businesses generated through properly formatted special links that were automatically tracked by our systems.
We reserve the right to disqualify commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
7.2 When a referred Subscriber clicks on your referral link, towardsbusiness.com attempts to store a cookie on the referred party’s web browser. A Subscriber must have an unexpired customer cookie in their browser when they complete their first purchase. If the cookies are not accepted or if they are removed or expired, the referred customer will not be identified as your referral. A referral is deemed locked after the lock-in period specified in the Insertion Order passes and no issues in the referral are found by the Company.
7.3 We reserve the right to withhold payment of fees to Affiliates who are new to the Affiliate Program, or who have commissions that are potentially fraudulent as determined by Us in Our sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
7.4 We reserve the right to suspend the payment of fees at any time and indefinitely if We suspect fraud or other improper activity or a potential breach of any of the terms of this agreement by the Affiliate or a Referred Customer. We reserve the right to deduct from Affiliate’s current and future fees any and all fees corresponding to any fraudulent, questionable, and canceled purchases. If no subsequent fee is due and owing, we will send the Affiliate a bill for the balance of such refunded purchase upon termination of the program or termination of the Referred Customer.
7.5 We reserve the right to immediately cancel or withhold for later review any fee that fails to meet the criteria of a “Qualified Purchase.” Affiliate is responsible for monitoring the payment, denial, and withholding of fees; We are not obligated to actively notify Affiliates of the status of fees. If the Affiliate has a question about fees that have been canceled or withheld, the Affiliate has thirty days from the day the payment would have been due to contact Us to request that the fee be paid. Any changes to decisions about canceled or withheld fees are strictly made at our sole discretion.
7.6 Fees for any Referred Customer who is associated with any of Our resellers, referrals, or other programs may not be considered a Qualified Purchase. In other words, you may not receive double commissions or compensation.
7.7 In the event that the Referred Customers that are referred to Us by an Affiliate are determined to have an excessive cancellation rate, as determined by Us in Our sole discretion, We reserve the right to withhold or decline pending and future fees to such Affiliate.
7.8 Any attempt by an Affiliate to manipulate, falsify or inflate Referred Customers, Qualified Purchases, or fees to intentionally defraud Us or any violation of the terms of this Agreement constitutes immediate grounds for Us to terminate the Affiliates participation in the Affiliate Program and will result in the forfeiture of any fees due to the Affiliate.
7.9 If We make an overpayment of fees or other compensation to you for any reason, We shall have the right to deduct the amount of such overpayment from your accrued fees and/or to require the immediate repayment of such overpaid fees or other compensation.
7.10 We may modify fee rates and/or payment schedules at any time and notify you by an announcement on our homepage of the modifications. If we do modify the fee rate, fees earned before the effective change in rates will be credited at the rate in effect at the time such fees were earned.
8. TAX COMPLIANCE
8.1 You agree that You shall be solely responsible for the accurate and timely calculation, reporting, and payment of any tax or other government revenue obligations or liabilities that arise from or are related to your participation in the Program, regardless of any reporting or other obligations we may bear by operation of law, or any performance of such obligations or lack of compliance thereof on our part.
8.2 You agree that you shall comply in a timely manner with any of our reasonable or necessary requests for information, documents, and/or data in connection with any of our taxation or similar responsibilities, and represent and warrant that all such information, documents, and/or data shall be true and complete.
9. REPORTS
You will receive the reports related to your participation in the Affiliate Program at the end of the month. Reports can be dispatched from us in case of inquiry. Please be advised, however, that not all listed referrals and/or purchases have been fully reviewed for accuracy in the reports viewable by you, and therefore may be subject to change prior to payout.
10. TERM, TERMINATION & SUSPENSION
The term of this Agreement will begin when we accept you into the Affiliate Program for 6 months. It gets terminated after 6 months. You can continue your affiliate after 6 months after account renewal. The term can also be terminated by either Party at any time with or without cause by providing written notice.
You may only earn payouts as long as you are an Affiliate in good standing during the term. If you terminate this Agreement with us, you will qualify to receive payouts earned prior to the date of termination.
If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights, including the right to any unclaimed payout.
We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.
At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove all Trademarks, and logos, together with all other materials provided by or on behalf of the Company in connection with the Affiliate Program. You will not earn referral fees on Referrals that occur after the Term.
After Termination, We may withhold your final payment under the Affiliate Program for a reasonable time to ensure that the correct amount is paid and that you have ceased use of, and removed from your site(s), all Affiliate Promotional Links and are not in breach of this Agreement in any other respects.
If your participation is terminated for cause, you must obtain written authorization from the Company prior to applying for and establishing another Affiliate account. If you attempt (or someone on Your behalf attempts) to establish another affiliate account without obtaining such authorization, the company may permanently ban You from its website and its affiliated websites and services.
11. INTELLECTUAL PROPERTY
11.1 For the purposes of this agreement, the term, “Trademark(s)” means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by the Company.
11.2 Nothing contained herein grants or shall be construed to grant you any rights to use any Trademark, except as Affiliate Promotional Links placed on your site/social media account. You acknowledge that the Company owns all rights, titles, and interests in and to its Trademarks. Your use of the Affiliate Promotional Links shall conform to the Company’s then-current use policies and any additional usage guidelines provided by the Company. Your use of any Affiliate Promotional Links and any goodwill associated therewith shall at all times inure to the benefit of the Company.
11.3 You agree that you will not use our Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or the Company. Nor will you contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any Trademarks or the Trademark rights claimed by the Company.
11.4 You agree that you will not use any Trademark or any variant thereof including misspellings) as a domain name or as part of a domain name regardless of the top-level domain, or as a metatag, keyword, or any other type of programming code or data, except pursuant to policies and rules issued by the Company, if any, in connection with the Affiliate Program.
11.5 You may not at any time, adopt or use, without the Company’s prior written consent any word or mark which is similar to or likely to be confused with the Company’s Trademarks, except as Promotional Links placed on your site.
11.6 The look and feel of the Company’s website, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of the Company and may not be copied, imitated or used, in whole or in part, without the prior written consent of the Company, except as Promotional Links placed on your site or promotional posts in your social media account.
11.7 You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company (“Company IP”).
11.8 You hereby provide us a non-exclusive license to use your name, trademarks and servicemarks if applicable and other business intellectual property to advertise our Affiliate Program.
12. MODIFICATION & VARIATION
The Company may, from time to time and at any time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don’t agree to the update or replacement, you can choose to terminate this Agreement.
13. RELATIONSHIP OF THE PARTIES
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship. You are an independent contractor of the Company and will remain so at all times.
14. ACCEPTABLE USE
You agree not to use the Affiliate Program or our Company for any unlawful purpose or any purpose prohibited under this clause. You agree not to use the Affiliate Program in any way that could damage our websites, products, services, or the general business of the Company.
You further agree not to use the Affiliate Program:
- To harass, abuse, or threaten others or otherwise violate any person’s legal rights;
- To violate any intellectual property rights of the Company or any third party;
- To upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
- To perpetrate any fraud;
- To engage in or create any unlawful gambling, sweepstakes, or pyramid scheme;
- To publish or distribute any obscene or defamatory material;
- To publish or distribute any material that incites violence, hate, or discrimination towards any group;
- To unlawfully gather information about others.
15. DATA LOSS
The Company does not accept responsibility for the security of your account or content. You agree that your participation in the Affiliate Program is at your own risk.
16. INDEMNIFICATION
You agree to defend and indemnify the Company and any of its agents (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney’s fees, which may arise from or relate to your use or misuse of the Affiliate Program, your breach of this Agreement, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense if the Company wishes.
17. SPAM POLICY
You and/or your site will not transmit unsolicited emails or engage in so-called “spamming” to publicize or promote your relationship with Towards Business or to increase the number of your Referrals – nor will you advertise or otherwise publicize your relationship with Towards Business through the use of pay per click search engine advertising or the like. You acknowledge that such advertising might infringe on the intellectual property rights of the Company and/or third parties. In addition to its other rights and/or remedies under this Agreement, We shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this paragraph.
18. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to the Affiliate Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
19. SERVICE INTERRUPTIONS
The Company may need to interrupt your access to the Affiliate Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
20. LIMITATION ON LIABILITY
The Company is not liable for any damages that may occur to you as a result of your participation in the Affiliate Program, to the fullest extent permitted by law. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
21. GENERAL PROVISIONS
LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
22. ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or part by You. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased, or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
23. SEVERABILITY
Should any portion of this Agreement be judicially determined to be illegal or unenforceable, the remainder of the Agreement shall continue in full force and effect, and either a party may renegotiate the terms affected by the severance.