Affiliate Program Agreement

These Terms as set out herein specifically govern the Affiliate Program hosted by us on the PixelBin platform for participating partners (“you”, “your” or “Affiliate”). You acknowledge that you will read these Terms carefully and fill out the application form found on the Program Policies page therein.

Once you complete the application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.

If your application to participate in the Affiliate Program is accepted by us, then upon notification of acceptance by email, these Terms shall apply in full force and effect, until terminated.

You will comply with these Terms at all times, including any applicable policies on the PixelBin platform such as the Terms of Use, Privacy Policy, Acceptable Use Policy and any other policy that is made available on the PixelBin platform (collectively called “Platform Policies”).

You represent and warrant that if you are an individual, you are of legal age to form a binding contract, or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to these Terms and register for the Affiliate Program. The Affiliate Program is not available to individuals who are younger than 18 years old. PixelBin may, in its sole discretion, refuse to offer the Affiliate Program to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you and the right to access the Affiliate Program is revoked where these Terms or use of the PixelBin platform is prohibited and, in such circumstances, you agree not to use or access the Affiliate Program or PixelBin platform in any way.

We reserve the right, in our sole and absolute discretion, to update or change any portion of these Terms at any time. We may be required to make changes that materially adversely affect your participation in the Affiliate Program or your rights under these Terms at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive.

Any changes to the Terms will be effective immediately upon posting of such updated terms at this location. Your continued access to or participation in the Affiliate Program after we post such updated Terms, constitutes your acceptance of the changes and consent to be bound by these Terms, as amended. If you do not agree to the amended Terms, you must stop accessing and discontinue your participation in the Affiliate Program.

We reserve the right to deny access, at any time, including the termination of your Account, to anyone whom we believe has violated any provision of these Terms or any other Platform Policies.

To be eligible for the Affiliate Program, you must: (a) be above 18 years of age; (b) be a new participant in the Affiliate Program hosted by us; (c) accept and agree to these Terms and Platform Policies; (d) not be a citizen of a UN embargoed nation.

To be eligible for receiving Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section mentioned hereinbelow; (ii) a Customer Transaction must have occurred.

To be eligible for receiving Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section mentioned hereinbelow; (ii) a Customer Transaction must have occurred.You are not eligible to receive Commission or any other compensation from us based on transactions for our other services or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in India or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of these Terms or any other policies that we make available on the PixelBin platform, or by any other means that we deem to breach the spirit of the Affiliate Program.

In competitive situations with other Affiliates, we may elect to provide the Commission to the Affiliate that we deem to be the most eligible for Commission, at our discretion. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time by you.

Each accepted Affiliate Lead will expire 60 days from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you.

We will pay you Commission as described hereinbelow for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement.

The start of the Customer’s subscription is determined by the date of the first purchase of any service made available on PixelBin platform by the Customer and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that Customer during their subscription term of using the PixelBin platform. For example, if the initial Customer Transaction is for a particular service on the PixelBin platform, and there is a subsequent purchase by that same customer for an additional service on PixelBin platform or for the same subscription, Affiliate will receive Commission for the initial Customer Transaction only. The Affiliate will not be entitled to receive Commission on any additional purchases of PixelBin Products by that same Customer.

Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase any services from the PixelBin platform, within 60 days of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated.

Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose not to engage with such Affiliate Lead. Any engagement between PixelBin and an Affiliate Lead will be at PixelBin’s discretion.

In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement, by way of ____; (ii) completed all steps necessary to create your account  in accordance with our directions, (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.

Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 8 above, remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction.

Only once you comply with all of the requirements in section 8, then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.

Commission. We will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment on any given Customer Transaction (unless we choose to in our discretion). We reserve the right to alter or change the Commission amount, and you shall be notified of such change by way of these Terms as well as an email shall be sent to your registered email address.

Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

We may make available to you, without charge, various videos and other resources as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you, from time-to-time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.

Term. This Agreement shall come into force and effect from the “Effective Date” and shall be valid for a period of 1 (one) year from the Effective Date (“Term”), unless otherwise terminated in accordance with this Clause 11. Further, unless terminated by either Party or both the Parties mutually, the Term will automatically extend for successive periods of 1 (one) year.

The Platform contains material, including text, graphics and sound, which is protected by copyright and/or other intellectual property rights (“Content”). All copyright and other intellectual property rights in the Content are either owned by us or have been licensed to us by the owner(s) of those rights so that we can use the Content as part of Service. We retain copyright on all Information, including text, graphics and sound and all trademarks displayed on the Platform are either owned by or licensed to us.

We do not grant you any license to use the PixelBin platform by way of this Agreement. We do not permit you to or grant you a license for: (a) resell the services available on PixelBin platform in any derogatory manner or in violation of any laws, (b) any use of PixelBin platform, its services and/or of Content other than as contemplated in these Terms, (c) any use of data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) any parts of Content, and (d) creating and/ or publishing your own database that features parts of the PixelBin platform.

You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Content, or the PixelBin platform services in whole or in part, by any means, except as expressly authorized in writing by us.

All the trade names associated with us and all services and logos on the PixelBin platform are trademarks or registered trademarks of us or our affiliates (“PixelBin trademarks”). Such PixelBin trademarks may not be used in connection with any product or service that is not our product or service without our prior written permission, except as otherwise set forth in this Agreement.

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.

During the term of this Agreement, in the event that we make the PixelBin trademark(s) available to you, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our PixelBin trademark(s) that we make available to you, without altering them in any way; (ii) only use our PixelBin trademark(s) in connection with the Affiliate Program and this Agreement; (iii) immediately comply if we request that you discontinue use of PixelBin trademark(s). You must not: (i) use our PixelBin trademark(s) in a misleading or disparaging way; (ii) use our PixelBin trademark(s) in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our PixelBin trademark(s) in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

"Confidential Information" consists of any information sent, transmitted or processed by the User on the Website that is identified as "confidential" in writing or can be recognized as confidential by the virtue of its nature.

During the Term of this Agreement, a Party (“Receiving Party”) may receive or have access to certain Confidential Information belonging and/or relating to the other Party and its affiliates (“Disclosing Party”)

The Receiving Party shall keep Confidential Information of the Disclosing Party in confidence. The Receiving Party shall use commercial reasonable and necessary safety measures and steps to maintain the confidentiality and secrecy of Disclosing Party’s Confidential Information from public disclosure, and the Receiving Party shall, at all times, maintain appropriate measures to protect the security and integrity of the Disclosing Party’s Confidential Information. The Receiving Party shall not, without the Disclosing Party’s prior written consent, divulge any of its Confidential Information to any third-party other than the Receiving Party’s officers, employees, agents, affiliates or representatives who have a need to know for the purposes of this Agreement, ensuring that they comply with same level of obligation in maintaining the Confidentiality under this Agreement.

Exceptions: The aforesaid confidentiality obligations shall impose no obligation on the Receiving Party with respect to any portion of Confidential Information which:

i. Was at the time received or which thereafter becomes, through no act or failure on the part of the Receiving Party, generally known or available to the public;

ii. Is at the time of receipt, known to the Receiving Party as evidenced by written documentation then rightfully in the possession of either Party;

iii. Was already acquired by the Receiving Party from a third-party who does not thereby breach an obligation of confidentiality to the Disclosing Party and who discloses it to the Receiving Party in good faith

iv. Is developed by the Receiving Party without use of the Disclosing Party’s Confidential Information in such development; and

v. Has been disclosed pursuant to the requirements of Applicable Law, any Governmental Authority, provided however, that the Disclosing Party shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order.

The Parties acknowledge and understand that any disclosure or misappropriation of any of the Confidential Information in violation of this Agreement, may cause irreparable harm to the non-disclosing Party, the amount of which may be difficult to ascertain. Without prejudice to any other rights available to the disclosing Party under this Agreement or otherwise, Disclosing Party shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as such non-disclosing Party shall deem appropriate. To clarify, such right shall be in addition to the remedies otherwise available to a Party, at law or in equity.

This Agreement shall not restrict the Receiving Party from complying with any legal requirement to disclose Confidential Information, provided that the Receiving Party shall to the extent that it is not prohibited from doing so by applicable law, promptly notify the Disclosing Party of such legal requirement so that the Disclosing Party may seek to quash such order and to obtain a protective order requiring that the relevant Confidential Information be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued. The Receiving Party shall cooperate fully with the Disclosing Party in any such proceeding.

The confidentiality obligations enlisted hereinabove shall survive the termination of this Agreement.

You represent and warrant that: (a) you have sufficient rights and permissions to participate in this Affiliate Program and to provide Affiliate Leads to us for our use in sales and marketing efforts or as otherwise set forth in this Agreement; (b) you will use the Affiliate Program for lawful purposes only and will not undertake any activity that is harmful to PixelBin platform or its Content or otherwise not envisaged through these Terms. You have a limited license to access and use Platform, solely for the purpose of participating in the Affiliate Program, subject to these Terms; (c) your participation in the Affiliate Program will not violate any applicable law or regulation; (d) all information that is submitted to us by you in connection with Personal Information is true, accurate and lawful; (e) your use of our Content and material does not conflict with any existing arrangements or agreements and will not cause injury to any person or entity; (f) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks and (g) You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests of the Customers, during the Term of this Agreement.

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a PixelBin Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide us the information of all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with PixelBin platform’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase PixelBin platform services for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended Customer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, frames, or hidden frames), or offering incentives to encourage purchases or signups.

If at any time, the information provided by you is found to be false or inaccurate, we will have the right to reject registration, cancel all orders, and restrict you from the Affiliate Program and other affiliated services in the future without any prior intimation whatsoever. You agree to indemnify us and our affiliates for all claims brought by a third party against it or its affiliates arising out of or in connection with a breach of any of these warranties.

You further represent and warrant that you will abide by the Acceptable Use Policy of the PixelBin platform and will not do any of the following:

16.1.1 Delete or modify any Content of PixelBin platform, such as any information regarding the services, their performance, sales or pricing;

16.1.2 Use any engine, software, tool, agent or other mechanism (such as spiders, robots, avatars, worms, time bombs etc.) to navigate or search the PixelBin platform;

16.1.3 Make false or malicious statements against the PixelBin platform or us;

16.1.4 Post, copy, submit, upload, distribute, or otherwise transmit or make available any software or other computer files that contain a virus or other harmful component, or otherwise disrupt or damage PixelBin platform and/or services or any connected network, or otherwise interfere with any person or entity’s use or enjoyment of PixelBin platform and/or the services;

16.1.5 Introduce any trojans, viruses, any other malicious software, any bots or scrape on PixelBin platform for any information;

16.1.6 Probe, scan, or test the vulnerability of any system, security or authentication measures implemented by us or otherwise tamper or attempt to tamper with our technological design and architecture;

16.1.7 Hack into or introduce malicious software of any kind onto PixelBin platform;

You agree to indemnify, defend and hold harmless us, our affiliates, officers, directors, employees, consultants, licensors, agents, and representatives from and against any and all third- party claims, losses, liabilities, damages, and/or costs (including reasonable attorney fees and costs) arising from (a) your participation in the Affiliate Program, (b) our use of the Affiliate Leads data you provided us, (c) your non-compliance with or breach of this Agreement (d) our use of the Affiliate Marks or (e) or infringement of any of our or any third-party intellectual property or other rights.

We will notify you promptly of any such claim, loss, liability, or demand, and in addition to the foregoing, you agree to provide us with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.

You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

‍Indirect Losses. In no event will either Party be liable to the other Party under this Agreement, any SOW or otherwise, under any theory of contract or tort (including negligence and strict liability) for any indirect, special, incidental, consequential, exemplary or punitive damages, including, but not limited to, costs of procurement of substitute services, damages for loss of data, loss of goodwill, loss of business, even if the relevant Party has been advised of the possibility of such damages.

‍Limitation of Liability. Notwithstanding any other provision of this Agreement, the maximum aggregate liability of PixelBin shall be equivalent to the Commission paid by PixelBin in the 6 (six) months preceding the date of the claim.

We will try to ensure that all information and recommendations, whether in relation to the services, offerings or otherwise about the Affiliate Program and the PixelBin platform (hereinafter “Information”) is correct at the time of inclusion on the PixelBin platform. We do not guarantee the accuracy of the Information. We make no representations or warranties as to the completeness or accuracy of Information.

You agree that Information is being supplied to you on the condition that you will make your own determination as to the suitability of such information for your purpose prior to use or in connection with the making of any decision. No Information on the PixelBin platform shall constitute an invitation to invest in us or any PixelBin Related Entities. Any use of this Affiliate Program or PixelBin platform or the Information is at your own risk. Neither we, nor our affiliates, nor their officers, employees or agents shall be liable for any loss, damage or expense arising out of any access to, use of, or reliance upon, the PixelBin platform, the Information, or any third-party website linked to the PixelBin platform. We are not responsible for the content of any third-party sites and do not make any representations regarding the content or accuracy of material on such sites. If you decide to access links of any third-party platforms, you are doing so entirely at your own risk and expense.

PIXELBIN AND PIXELBIN RELATED ENTITIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE PIXELBIN PLATFORM, PIXELBIN CONTENT, THE AFFILIATE PROGRAM OR THE SERVICES AVAILABLE ON PIXELBIN PLATFORM FOR ANY PURPOSE.
TO THE EXTENT PERMITTED BY LAW, THE PIXELBIN PLATFORM, ITS SERVICES AND THE AFFILIATE PROGRAM ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SAME INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

To the extent permitted by applicable law, We, our officers, agents, employees and directors, disclaim any liability against any loss, damage, expenses, liabilities, claim, injury caused due to the failure of performance, omission, defect of products, or deletion, interruption, error, delay, virus, communication, unauthorised access, theft, destruction, alteration or use of records on the PixelBin platform.

4.11. Affiliate Tool. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE TOOL THAT YOU USE. WE DO NOT PROMISE TO MAKE THE AFFILIATE TOOL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.

4.12. Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, WE SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

These Terms are governed by and to be interpreted in accordance with the applicable laws of India, without regard to the choice or conflicts of law provisions of any jurisdiction. You agree, in the event of any dispute arising in relation to these Terms or any dispute arising in relation to the Affiliate Program, whether in contract or tort or otherwise, to submit to the jurisdiction of the courts located at Mumbai, India for the resolution of all such disputes.

We will not be held responsible for any delay or failure to comply with its obligations if the delay or failure arises from any cause which is beyond our reasonable control.