18. NO SUB-CONTRACTING
You shall not be entitled to sub-contract or assign the services mentioned under these terms.
The domain www.searchffiliate.com (hereinafter referred to as "Domain/Website")
These terms of usage constitute a binding contract between you and SEARCHFFILIATE. This document is an electronic record in terms of the Information Technology Act, 2000, rules made there under, 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.
Your usage of the domain https://login.searchffiliate.com/publisher/register is subject to your unconditional acceptance of these terms in totality.
In these terms, to the extent not inconsistent with the context thereof, the expressions hereunder shall have the meanings assigned to them herein below:
1.1
"Applicable Law” shall mean the Laws of India and include any law, rule, regulation, ordinance, order, judgment, notification, decree, bye-law, governmental approval, directive, guideline, requirement, or other governmental restriction as may become applicable from time to time.
1.2
“Services” shall mean the services to be provided by you and as mentioned in Annexure I.
1.3
“Intellectual Property” shall mean and include Searchffiliate’s ideas, concepts, creations, discoveries, domain names, inventions, improvements, know-how, trade or business secrets; patents, copyright (including all copyright in any designs and any moral rights), trademarks, service marks, designs, utility models, tools, devices, models, methods, procedures, processes, systems, principles, algorithms, works of authorship, flowcharts, drawings, books, papers, models, sketches, formulas, teaching techniques, electronic codes, proprietary techniques, research projects, Confidential Information, and other proprietary information, computer programming code, databases, software programs, data, documents, instruction manuals, records, memoranda, notes, user guides; in either printed or machine-readable form, whether or not copyrightable or patentable, or any written or verbal instructions or comments.
1.4
“Intellectual Property Rights” mean and include in the context of Searchffiliate (i) all rights, title, and interest under any Applicable Law or common law including in any Intellectual Property; (ii) any licenses, permissions, and grants in any of the foregoing; (iii) applications for any of the foregoing and the right to apply for them in any part of the world; and (iv) all extensions and renewals thereto.
1.5
“Person” shall mean any natural person or any other entity that may be treated as a person under Applicable Law.
Subject to the approval of your Account, the services which you shall provide from time to time have been described in Annexure I.
The ongoing use of the Searchffiliate's domain, website, or portal is entirely at Searchffiliate's discretion. Searchffiliate maintains the right to stop letting you use its portal at any moment and without any prior warning. Any information you send to Searchffiliate (including personal information) when using the website or otherwise provided to Searchffiliate (as a result of the establishment of a business relationship between you and Searchffiliate) may be used by Searchffiliate in any way it deems appropriate and acceptable. You will have no objections to any such use.
4.1
The commission generated from the qualified sale to the referred customer of Searchffiliate shall be treated as a commission payment. The payment term would be upto 60 days from the date of the undisputed invoice received by Searchffiliate.
4.2
Invoice should be presented to Searchffiliate on or before 15 days of the end of the campaign. No payments will be made against late invoices.
4.3
Searchffiliate's reporting numbers will be used for processing all payments.
4.4
In case of any shortfall in delivery or campaign being stopped before the last date, due to any reason whatsoever, pro rata payments will be made for the delivered and accepted goals/outcome by the client of Searchffiliate.
4.5
Payment shall be made after deducting applicable taxes.
5.1
The organized programme of advertising and promotional activity will be set out in the Campaign Schedule which shall be duly intimated to you over the email id provided by you in your documentation. The programme may consist of one or more items, whether an Advertisement, promotional activity, or other activity or item as may be instructed by Searchffiliate.
5.2
Campaign Pause Notice - Any campaign may be paused or stopped/cancelled (as the case may be) by Searchffiliate (in its absolute discretion) for a defined period or indefinitely by giving a 7-day prior notice.
6.1
Your association with Searchffiliate is on a non-exclusive basis.
6.2
You shall not disclose to any third party about your appointment for advertising, or promotional activity generating leads for Searchffiliate.
You represent and warrant that:
8.1
Creative / Advertising Material shall be provided by Searchffiliate to you.
8.2
Upon providing Creative / Advertising Material to you, Searchffiliate hereby grants you a non-exclusive, non-transferable license to use the provided Creative / Advertising Material and all elements thereof in the form provided by Searchffiliate solely for the purposes contemplated hereunder.
The number of individual Ad Units, impressions, click-throughs, and/or Conversions delivered by you to Searchffiliate may be measured each month during an advertising campaign.
10.1
Any unidentified or untraceable sale committed by you, or with your connivance, or by your agents shall be deemed as Fraud committed on Searchffiliate. You cannot hold Searchffiliate responsible for any conversion that is not validated by the client of Searchffiliate or which is not billable by Searchffiliate. Further Searchffiliate cannot be held responsible for any failed conversions- not limited to cancelled, missed on client Analytics, or not attributed conversions.
10.2
You shall not employ improper ways and means to deliver Objectives (Clicks, Installs, Activations, or Impressions) using either manual cheats, specialized programs, code/s, script/s, bot/s, Trojan/s, emulator/s, or other fraudulent methods. You shall not deliver Objectives by auto initiation of Video Views, Page Visits, Clicks, Activations, and Installs and these must be the result of a user-initiated action. You agree and undertake that if you use any of the above-mentioned improper ways and means to deliver any Objectives then Searchffiliate has the right to reject all payments where such improper ways and means are detected and/or reasonably suspected and has the sole right to terminate any outstanding order and black list you as the case may be for any future business.
Any transaction or purchase that is cancelled by Searchffiliate or its client or which results in an incomplete purchase or sale is deemed cancelled with no benefits or is deemed non-billable by the client of Searchffiliate. This also includes any conversion which is not fulfilled as per the terms of the campaign.
You agree, declare, and undertake that no misrepresentation shall be made for generating Leads and/or for any other purpose, whatsoever, as it irreparably harms/damages the reputation of Searchffiliate. You hereby agree to indemnify Searchffiliate against any such misrepresentation/fraud. Searchffiliate reserves the right to initiate strict legal proceedings against you – in case you are found to be in violation of this clause.
You hereby fully indemnify and agree to keep fully indemnified and hold harmless Searchffiliate, from and against all claims and all losses, liabilities, obligations, damages, expenses, and costs (including without limitation reasonable legal fees) brought against or suffered by Searchffiliate or any of its respective officers, directors, employees or agents - resulting from, arising out of or relating to:
Any delay in the campaign on account of your acts or omissions will attract a penalty. Searchffiliate shall be entitled to deduct 100% from the Fee to be paid to the Publisher.
Under no circumstance, will you initiate direct or indirect contact with Searchffiliate or its client(s). You agree and undertake that, during the term of this Agreement and for a period of ten (10) years, post-termination, you shall not solicit/entice/cause to entice or approach for employment (in whatever form), either directly or indirectly, any personnel/ vendor/ client/ advertiser/ business associate/ affiliate of Searchffiliate.
Searchffiliate reserves the right to amend these terms at any point without any notice to you. It will be your responsibility to check the updates on the above URL on a regular basis.
Your acceptance of these terms does not constitute either party an agent, legal representative, joint venture partner, partner, or employee of the other for any purpose whatsoever and, neither Party is in any way authorized to make any contract, agreement, warranty, or representation or to create any obligations, express or implied, on behalf of the other Party hereto.
These terms shall be governed by and construed in accordance with the laws of India. All actions arising out of or in connection with this Agreement shall be brought to the courts at Mumbai, and both parties hereby irrevocably consent to the exclusive jurisdiction of courts in Mumbai, Maharashtra.
You shall not be entitled to sub-contract or assign the services mentioned under these terms.
Searchffiliate hereby reserves the right to use any data/information that it receives from you for any purpose. Searchffiliate’s information including, without limitation, any business and financial information, customer and vendor lists, pricing & sales information, or information concerning or any of its affiliates (collectively called “Confidential Information”) that you may gain access to shall remain strictly confidential and secret and shall not be utilized, directly or indirectly by you.
No forbearance or failure by either Party to exercise any of its rights that have accrued under this Agreement shall be construed as a relinquishment of the Party’s right unless such relinquishment is made, duly received and thereafter acknowledged in writing.
If any part or provision of this Agreement is found to be inconsistent with the law governing this Agreement, or if any provision of this Agreement is held to be invalid by a court of competent jurisdiction or an appropriate judicial authority, such provision/s will stand omitted and the enforceability of the remainder of the Agreement will remain unaffected and in force.
All notices required and permitted under these terms shall be in writing to the below mailing address legal@searchffiliate.com & A Wing, Office No. 1101, Rupa Renaissance, D-33, Turbhe Midc Rd, TTC Industrial Area, MIDC Industrial Area, Turbhe, Navi Mumbai, Maharashtra 400705.
These terms contain the entire agreement and understanding of the parties and there are no other promises or conditions in any other agreement whether oral or written. These terms supersede any prior written / oral agreements or understanding between the parties.
The Publisher shall not have the right to reference, and make public its relationship with Searchffiliate for marketing and promotional purposes.
