Terms & Conditions for Affiliate & Influencer Marketing Program

Last update: August 1, 2018

1.    Preamble

This Agreement contains the terms and conditions that apply to an individual’s or entity’s participation in the India Craft Bazaar Affiliate and Influencer Marketing Program (hereinafter to be referred as “Program”).

In the context of this Agreement; Climazone Business Solutions, is the party of the first part (hereinafter individually referred to as  “CBS” or “we”, “us”, or “our”,which expression shall unless repugnant to the context or meaning thereof, be deemed to include its successors, legal representatives and assigns), and any individual or entity, which participating in the ‘Program” as the party of the second part (hereinafter individually referred to as “Affiliate”, “Influencer”,   “you” or “your”, which expression shall unless repugnant to the context or meaning thereof, be deemed to include its successors, legal representatives and assigns).

India Craft Bazaar“site” means, collectively, the indiacraftbazaar.com website, the India Craft Bazaar mobile website, social media pages or accounts and the India Craft Bazaar mobile applications owned, managed and operated by CBS

“Your site” and “your social media network” means the website or social media page or accountowned or operated by you.

“Program fee” or “reward point” means cash or in-kind benefits passed on to you in return of the service you provide to us. Program Fee is in cash and is subjected to prevailing taxation statues, while reward points are in-kind benefits such as special discount, free products or privileged service etc. which can be consumed by you within the stipulated period

This agreement is published in digital format in the Indian Craft Bazaar site and shall deem to be read, understood and agreed upon by means of your participation to the Program

2.    Means of participations under Affiliate & Influencer Marketing Program

You can enrol to the Program with any of the listed options below;

  1. Referring visitors from your website/s or social media page/s to India Craft Bazar site, resulting in registration (in case of website), installation (in case of mobile application) or following or review (in case of social media)
  2. Displaying links on your website/s or social media page/s that opens India Craft Bazar site or any product listed in online product catalogue that may or may not result in purchase by customer
  3. Publishing digital content in your website/s or social media page/s or third party website/s or social media page/s that results in enhancing online reputation of India Craft Bazaar site and results in in-bound traffic of visitors from the respective website/s, social media page/s.

3.    Enrolment in the Program

Participation in the Program is granted to you if you are lawfully eligible to enter into and form contracts under applicable law/s of the country of your residence. You have to register in India Craft Bazaar site and provide full information as requested. Information provided by you to the site is protected within the scope of the respective information security policies of CBS.

We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your proposal is unsuitable for the Program. Evaluation of your site or social media network shall be conducted periodically and continuously during the period of your participation in the Program. If it is proved that you have not complied with any requirement or restriction provided in the Program or any other applicable policies or that you have otherwise violated this Agreement, we may (in addition to any other rights or remedies available to us) withhold any fees payable to you under this Agreement; terminate this Agreement, or both. In addition, you hereby consent to us monitoring, recording, using, and disclosing information about your site, visitors, social media network and members thereof that we obtain in connection with your participation in the the Program by means of monitoring, crawling, and otherwise investigating your site to verify compliance with this Agreement and Program.

4.    Participation in the program

Your participation in the program is subject to the following terms and conditions

  1. You are not eligible for program fee or reward point if you use India Craft Bazaar branding and/or logo (including variations, distortions and misspelling of such trademarks both in name and in URL) in your paid search campaigns to send visitors traffic to India Craft Bazaar site
  2. Traffic redirected from your website either through organic search or through paid ad campaigns fulfilling terms in clause number 1 above are eligible for consideration towards program fee or reward point payable to you
  3. Any fraudulent or unethical means adopted by affiliates to create artificial traffic to India Craft Bazaar site will not be eligible for program fee or reward points and shall result into cancellation of Agreement and blacklisting of affiliate/s
    • Fraudulent means include but not exclusively the act of creating bots (software programs), paying people or using fake email or social media profile to visit India Craft Bazaar site
  4. Social Media shares resulting in successful customer registration is eligible subject to verification of customers identity through suitable methods by us
  5. Orders placed by you or other people on your behalf are not eligible for program fee or reward point. You may however sign up as Franchisee to earn commission for such transactions under our Franchisee program.
  6. Fraudulent / low quality app installs happening through unethical means are not eligible for program fee or reward points and may result in cancellation of Agreement and blacklisting of affiliate/s
  7. Affiliates are granted a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to the India Craft Bazaar Site by one of the following means;
    • Products Links to display on your site using a variety of formats that we make available to you. A “Product” is any goods or service listed on the India Craft Bazaar site that is fulfilled by us
    • You will be responsible for the content, style, and placement of these Product Links. You will provide a unique for each Product reference on your site/s, social media page/s etc. that must correspond to a unique item in the India Craft Bazaar online product catalogue. You may add or delete Product Links from your site at any time without our approval.
    • You may also provide a general link to the home page of the India Craft Bazaar site
  8. You may provide a link on your site that will link to any particular page on the India Craft Bazaar Site, subject to the following;
    • Provided that you are eligible to use such link as part of the Program
    • Provided that you adhere to the guidelines and graphical artwork to be used
    • Provided that you use only the “tagged” link formats in all links between your site and the India Craft Bazaar site (and for purposes of this Agreement, the browser window described above that opens upon a user’s clicking on a link in your website is deemed a part of the India Craft bazaar Site)
    • We will not be liable to you with respect to any failure of such links irrespective of unexpected session closure or interrupted connectivity, to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement
  9. By participating in the Affiliate Program you give us specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and information about visitors to your site or communications between your site and those visitors, consistent with the policies and procedures set forth in our Information Security Policy.
  10. Except for the license granted under clause 7, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the domain names owned by CBS.
  11. You agree that you will not seek to block or otherwise interfere us or our designated third party agencies to access and monitor your website/s or social media page/s by means of crawling or monitoring
  12. You also acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.
  13. Further, you acknowledge and agree that you will not by virtue of this agreement display or put reference on your site on any trademark or logo of any third party seller on the India Craft Bazaar Site
  14. You agree to ensure that the links related to information security and other terms and conditions or the India Craft Bazaar logo and trademark shall not be obscured or altered in any way or made invisible, illegible or indecipherable to visitors of your website/s or social media page/s
  15. You agree that all the customers who visits India Craft Bazaar site are customers of CBS and you also agree that you shall irrevocably and unconditionally transfer all intellectual property rights (IPR) related to the customers to CBS

5.    Program Fee & Reward Point

 

Program Fee and Reward Points are payable to Affiliate & Influencers subject to the following terms and conditions;

  1. Product sales to third parties: For a Product sale to be eligible to earn a referral fee, the customer must click-through a Link on your site to the India Craft Bazaar Site and during a single session, add the Product to his or her shopping cart. The session begins when the customer clicks the link on your site and ends upon either of the following events, whichever is early;
    • Customer completes the check out process successfully& makes payment
    • Customer fails to check out in the first attempt and use an alternative check out method within 24 hours from the first attempt
    • Customer is successfully checks out in the alternative check out methodand makes payment
  2. Customer Registration at India Craft Bazaar site: If specifically mentioned, you may also earn referral fee or reward point for each customer referred from your website/ or social media page/s who sign-up within the same session when the customer was redirected to India Craft Bazaar site by you
  3. Inbound Traffic to India Craft Bazaar site or social media page/s: In case a customer visits India Craft Bazaar site being referred or redirected by influencer or affiliate and such visit can be traced back to the affiliate or influencer by means of methods mentioned in section 8 and 9 above, you are only eligible for reward points
  4. Payment of program fee will be made once in every month for the immediately preceding month subject to successful reconciliation and authorisation
  5. Maximum program fee payable to you can be capped to a limit at our sole discretion. Such capping shall be applicable individually and jointly to all affiliate and or influencer contracts you have with us.
    • In case your eligible program fee is in excess of capping, the balance shall be automatically added to the program fee due to you, subject to overall capping
  6. Reward points accrue immediately after the conditional action as per sections 1 to 3 as mentioned above and can be consumed immediately on accreditation.
  7. Program fee shall be paid through electronic transfer
  8. You need to fulfil KYC requirements in order us to initiate electronic transfer
  9. The program fee payable to you is inclusive of all taxes including goods service tax or other tax or levy that you may be required to remit in connection with such services
  10. You undertake to fulfil all other statutory obligations (e.g. TDS) concerned with you earning program fee or rewards point

6.    Obligation of Confidentiality

You irrevocably agree that:

  1. Confidential Information means any information of a confidential or proprietary nature disclosed by CBS in any form or medium to you at any time under or in connection with this Agreement, together with all information generated or otherwise acquired by the youwithin the scope of this Agreement
  2. all Confidential Information shall remain the sole property of CBS (or of another party who has given CBS the right to disclose the Confidential Information);
  3. to keep the Confidential Information in strict confidence and take all reasonable precautions to prevent the unauthorised disclosure of it to any third party;
  4. not to disclose any of the Confidential Information in whole or in part to any third party without the prior written consent of CBS or as otherwise expressly permitted by any other clause of this agreement; and
  5. not to use the Confidential Information for any purpose other than for providing the Services.

7.    Exceptions to Obligation of Confidentiality

The obligations of confidence and non-use set out in clause 5 will not apply to any Confidential Information that you can show by reference to written records:

  1. was, at the time of disclosure to you, published, known publicly or otherwise in the public domain;
  2. is, after disclosure to you, published or becomes known publicly or otherwise becomes part of the public domain, through no fault of you;
  3. was, prior to the time of disclosure to you, known to and at your free disposal
  4. is, at any time, disclosed to you by a third party in circumstances in which youhad no reason to believe that there has been a breach of an obligation of confidence owed to CBS;
  5. is independently developed by you, without reliance on the Confidential Information;
  6. except that the above exceptions do not extend to circumstances where the Confidential Information is (1) specific and embraced by more general information in the public domain or known to or disclosed to the Consultant or (2) a combination of information in the public domain separated across multiple sources.
  7. You will not be in breach of his obligations under clause Obligation of Confidentiality to the extent that you are required to disclose any Confidential Information under any law or by or to a court or other public or regulatory body that has jurisdiction over you, provided that you:
  8. giveCBS reasonable written notice of the requirement prior to disclosing any of the Confidential Information;
  9. takes all reasonable measures to ensure the continued confidentiality of any Confidential Information so disclosed;
  10. reasonably cooperates with efforts of CBS to secure the continued confidentiality of the Confidential Information; and
  11. discloses only the minimum amount of Confidential Information necessary to comply with the requirement.

8.    Return of Confidential Information and Works

You will, at any time upon the written request of CBS and in any case upon the expiry or termination of this agreement, cease all further use of the Confidential Information and Foreground Intellectual Property and deliver to CBS (or destroy at the discretion of CBS) all tangible manifestations of the Confidential Information and Foreground Intellectual Property which are in in your possession or under his control (including all copies), and shall delete all electronic copies of the Confidential Information and Foreground Intellectual Property.

9.    Unauthorised Use or Disclosure

You shall, immediately upon becoming aware of or having a suspicion of any actual or anticipated use or disclosure of the Confidential Information or Foreground Intellectual Property in breach of the terms of this agreement, notify CBS in writing giving all available details of the actual or anticipated use or disclosure.

10.  Termination

Either party may terminate this agreement at any time by giving 15 days written notice to the other.

CBS may terminate this agreement with immediate effect by giving written notice to youunder following circumstances;

  1. If, in the reasonable opinion of CBS, you deem to be incompetent in the performance of the Services or is likely to bring the reputation of CBS into disrepute; or
  2. You are in breach of any term of this agreement and fails to remedy that breach within seven (7) days after receipt of a written notice from CBS identifying the breach and requiring its remedy; or
  3. You are declared bankrupt, makes any arrangement with his creditors or is deemed either unable to pay his debts or as having no reasonable prospect of so doing.
  4. Clausof obligation of confidentiality will survive termination of this agreement and remain in force indefinitely.

11.  Amendments

CBS may modify any of the terms and conditions contained in this Agreement, without prior notice at any time and in its sole discretion, by posting a change notice or a new agreement on the India Craft Bazaar site.

If any modification is unacceptable to you, your only recourse is to terminate this agreement as per the termination clause. Your continued participation in the program following our posting of a change notice or new agreement will constitute binding acceptance of the change.

12.  Relationship of Parties

Nothing in this agreement will create, imply or evidence any partnership or joint venture between the parties, or a relationship between them of principal and agent.  Neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability or the exercise of any right or power). You agree that are an independent contractor and not an employee and that you will not be entitled to any pension, bonus, insurance or other fringe benefits from CBS

13.  Indemnity

You agree to defend, indemnify and hold harmless CBS and its directors, officers, employees, agents, lawyers and advisors, against all losses, damages, costs, and other expenses (including legal costs) arising in connection with the negligence, breach of this agreement or your wilful misconduct.

14.  Conflict of Interest

You will disclose to CBS details of all activities and interests that might conflict with the interests of CBS and shall obtain prior written consent of CBS, which will not be unreasonably withheld.

15.  Non-Solicitation

During the Agreement Term and for a period of six (6) months after the end of the Agreement Term, you agree not to solicit or entice away any employee or consultant of CBS or employ or engage any employee of CBS in your business.

16.  Entire Agreement

This agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior oral or written agreements, arrangements or understandings between them relating to such subject matter.  However, this clause does not exclude any liability, which either party may have to the other (or any right which either party may have to rescind this agreement) in respect of any fraudulent misrepresentation or fraudulent concealment prior to the execution of this agreement.

17.  Law and Jurisdiction

This agreement will be governed by and construed in accordance with Indian law and will be subject to the exclusive jurisdiction of the Uttar Pradesh courts, except that CBS may take what ever actions it deems fit in any jurisdiction, if CBS believes it necessary for the protection of its Confidential Information or Intellectual Property Rights

18.  Third Party Rights

A person or an entity, who is not a party to this agreement shall not have any rights under or in connection with it, except that CBS’s directors, officers, employees, agents, lawyers and advisors may enforce directly the indemnity clause and any third party who has given CBS the right to disclose the Confidential Information may enforce any clause expressed to be for its benefit