This Affiliate Agreement (“Affiliate Agreement”, or “Agreement”) is hereby entered into by and between Misfits Change Makers Private Limited (hereinafter referred to as “FlexiFunnels”, “Us” or “We”) and any person who may join the FlexiFunnels affiliate program (“Affiliate Program”, or “Program”) and choose to become an independent FlexiFunnels Affiliate (“Affiliate”, or “You”).
This Affiliate Agreement (“Agreement”) governs Your application for, and any subsequent participation in the Affiliate Program. By clicking “I Accept the Terms and Conditions” and submit, You thereby accept the terms of this Agreement, You indicate that You have read and understood this Agreement, and agree that You are bound by its terms.
a. In furtherance of Your application to the Affiliate Program, FlexiFunnels may require You to provide certain information to confirm Your age, identity, place of residence, payment information, financial information, and any other information deemed necessary by FlexiFunnels in relation thereof. You hereby agree to provide all such information as requested by FlexiFunnels, and You further affirm that all information provided by You is accurate and true.
b. FlexiFunnels reserves the sole right and discretion to process Your application for the Program, and may deny Your application for the same without ascribing any reason whatsoever.
c.You hereby agree and understand that the information provided by You in furtherance of Your application shall be used by FlexiFunnels for verification purposes, and You hereby expressly consent to such information (including but not limited to Your phone number and e-mail address) being used by FlexiFunnels or any authorised third-party to contact You, including via automated means of contact such as automated texts, pre-recorded messages, or any other such mode.
a. Upon Our approval of Your application to the Affiliate Program, We shall provide You with a unique Affiliate ID. You shall receive a commission for each sale made by You which is registered to Your Affiliate ID. In the event that any person purchasing a FlexiFunnels account through an Affiliate link (“Prospect”) has multiple Affiliate cookies installed on their browser, the commission attributable to such sale shall be credited to the Affiliate whose Affiliate cookie was most recently installed on such browser. In the event that any Prospect clears Your Affiliate cookie from their browser prior to purchasing a FlexiFunnels subscription, then no sale shall be attributed to Your Affiliate account, and FlexiFunnels shall not be liable in any manner to pay any commission to You for such sale.
c. The amount of Commissions are as follows:
i) Badge Commission: 20%
ii) Affiliate Commission for normal customers: 25%
iii) Affiliate Commission percentage change for normal customers:
- 30% after 10 sales,
- 35% after 20 sales,
- 40% after 30 sales.
ii) Other Commissions
d. FlexiFunnels shall only be liable to pay commissions to Affiliates, or Badge Commissions, in respect of those transactions that completely and successfully take place between FlexiFunnels and any Prospect. In the event that You receive any commission arising out of a transaction that ultimately fails, or is charged back to the respective Prospect for any reason whatsoever, such commission shall be deducted from Your future commissions, and shall be credited back to FlexiFunnels.
3. Term And Termination
a. This Affiliate Agreement shall commence upon Your clicking on the “I accept the Terms and Conditions” button while submitting Your application to the Affiliate Program.
b. This Agreement may be terminated by either Party by providing a thirty (30) days’ written notice to the other Party.
e. This Agreement shall automatically stand terminated if You earn no commissions over a continuous period of twelve (12) months.
4. Representations And Warranties
a. You hereby represent and warrant that You have the right and capacity to enter into this Agreement, and are not bound by any contract, agreement, or understanding to the contrary.
b. You further represent and warrant that there are no prior or ongoing governmental or other investigations against You, by any national or state body anywhere in the world. You also warrant that there are no lawsuits pending against You pertaining to the violation of any consumer protection or advertising laws that are applicable and binding upon You.
c. In the event that You become the subject of any such investigation, lawsuit, or inquiry, You hereby unconditionally agree to notify Us of such investigation within twenty-four (24) hours of the same. Upon such notification, We reserve the sole right to immediately terminate this Agreement, and all continuing obligations owed by Us thereunder.
d. FlexiFunnels represents and warrants that it shall provide to You marketing material including advertisement graphics, e-mail copies, advertisement copies, social media posts, and other material for the purposes of carrying out Your marketing and promotional activities as an Affiliate. However, FlexiFunnels does not make any representation that the usage of such marketing materials by You will guarantee any sales or monetary benefit whatsoever.
5. Entire Agreement
6. Affiliate Contests
a. FlexiFunnels may, from time to time, organise contests or competitions between Affiliates, where Affiliates securing the highest number of sales shall be awarded with various prizes, as per the sole discretion of FlexiFunnels. For the purposes of these contests or competitions, only those sales made by Affiliates during the specified dates mentioned at the time of announcing the contest/competition, shall be considered for the purposes of deciding the winners of the respective contest/competition.
7. Compliance With Laws and Policies
a. You hereby unconditionally agree to comply with all laws, both Indian and foreign, including, but not limited to, laws prohibiting deceptive and misleading advertising and marketing, e-mail marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), data protection laws (including but not limited to the Information Technology Act, 2000, and the rules made thereunder, European Union General Data Protection Regulation, U.K. Data Protection Act, and the California Consumer Privacy Act), and/or any similar laws, laws relating to intellectual property, privacy, security, terrorism, corruption, child protection, or import/export laws. You are solely responsible for ensuring that all advertisements and other promotional activities undertaken by You comply with the above laws and regulations.
b. You further unconditionally agree not to make any statements, claims, advertisements, or other declarations that are inconsistent with the marketing material made available by FlexiFunnels on its website and other platforms.
c. You hereby agree not to offer any monetary or other rewards to Prospects in exchange for their response to any advertisement published by You.
d. You hereby agree not to make any claim, either express or implied, in any advertisement, declaration, or other statement, guaranteeing to any Prospect that the usage of FlexiFunnels’ website and services will ensure that the Prospect will make money.
e. You hereby agree not to engage in marketing of the FlexiFunnels Platform via spam or other unsolicited communications via any mode including but not limited to e-mail, phone calls, text messages, social media platforms, and any other mode whether currently existing or devised in the future.
f. You unconditionally agree not to make use of any virus, ransomware, worm, spyware or similar programs that might impair, burden, disrupt or otherwise tamper with the normal performance or functioning of the Website, or would in any way cause any harm or damage whatsoever to any Prospect, or any person You may contact in furtherance of Your activities as an Affiliate.
g. You agree not to manipulate any sales, Prospects, or any other data, via any dishonest, fraudulent, or deceptive methods, so as to increase, or attempt to increase Your number of sales, or to fraudulently or dishonestly acquire any commissions from FlexiFunnels.
h. In the event that You make advertisements on any social media platform, You hereby undertake and agree to adhere to all applicable policies and regulations governing the use of such platform. Further, You are required to adhere to the following guidelines as well while conducting promotional activities on social media platforms:
i.) All posts made on social media platforms must mandatorily contain either ‘@FlexiFunnels’ or #FlexiFiunnels, as per the norm of that specific social media platform.
ii.) All promotional posts made on Instagram must mandatorily be made via Instagram’s “Paid Partnership” Tool.
iii.) All social media posts must mandatorily contain the term “Ad” or #Ad in the description of the post, in a clear manner.
iv.) All posts made on YouTube must mandatorily contain the term “Ad”, “Advertisement”, “Promotion” or “Paid Promotion” in a clear font in the video, which can be easily noticed by viewers of the video. Such text must remain visible on the top-right corner of the video for the entire duration thereof.
i. We reserve the sole and exclusive right to determine the validity of any advertisement or marketing activities conducted by You, and We further reserve the right to terminate this Agreement in the event of Your violation of any applicable laws, regulations, or policies.
a. In the event that You advertise FlexiFunnels’ website and/or services on any third-party website, You hereby agree to include a disclaimer along with any such advertisement stating that You are not an employee of FlexiFunnels, and that any statement made by You is not an official statement of FlexiFunnels.
a. The Affiliate hereby unconditionally undertakes not to, in any way, on any forum, disparage FlexiFunnel, the FlexiFunnels website, and any and all services provided by FlexiFunnels in any manner, way, or form. Any act by the Affiliate which negatively affects, or in any way harms the goodwill and reputation of FlexiFunnels, shall immediately entitle FlexiFunnels to terminate this Agreement and the Affiliate shall be deemed to have forfeited all rights to receive any payments or commissions due to them from FlexiFunnels.
10. Trademarks and Representations
a. FlexiFunnels hereby grants the Affiliate a limited, revocable, non-transferable, non-assignable, and restricted license to use the trademark, trade name, and likeness of FlexiFunnels, strictly in accordance with the provisions of this Agreement, whether such trademark, trade name, or likeness is registered under the applicable laws or not.
b. The Affiliate is strictly prohibited from registering any intellectual property already belonging to FlexiFunnels, or any confusingly similar intellectual property, in any other country, in any manner, way or form.
c. All intellectual property in all advertising materials, statements, documents, presentations, webpages, in any format whatsoever, made by the Affiliate for the purposes of earning commissions under this Agreement, shall be solely owned by FlexiFunnels in perpetuity, and the Affiliate shall have no claim over any intellectual property therein.
11. Complaint Notification.
a. In the event that the Affiliate receives any complaint relating to any advertisement, statement, or other promotional activity conducted by it, the Affiliate shall notify FlexiFunnels of the same within twenty-four (24) hours of receiving such complaint.
12. Independent Contractor.
a. Affiliates are independent contractors, and there does not exist any employer-employee, principal-agent, master-servant, or other relationship between FlexiFunnels and the Affiliate.
13. Disclaimer of Liability
a. To the maximum extent permitted by applicable law, in no event shall We be liable for (including but not limited to) any direct, indirect, incidental, punitive, special or consequential damages, for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever arising out of or in any way related to the use or inability to use the Website and any loss or damage arising out of or in relation to Acts of God or act of third party that is beyond our control.
14. Governing Law and Jurisdiction
a. This Agreement shall be governed, interpreted and construed in accordance with the laws in force in India and is subject to the exclusive jurisdiction of the courts at Dehradun, Uttarakhand, India. In the event of any dispute arising out of the interpretation of this Agreement, the terms and clauses herein shall be construed and interpreted in accordance with FlexiFunnels’ understanding thereof, and any ambiguity in the interpretation of this Agreement shall not be construed against FlexiFunnels.
b. Any and all disputes under this Agreement shall be referred to a sole Arbitrator, who shall be mutually appointed by the Parties. However, if the Parties are unable to mutually appoint an arbitrator, such arbitrator shall be appointed by the competent court in Dehradun having appropriate jurisdiction as per the Arbitration and Conciliation Act, 1996 (as amended from time to time) (“Arbitration Act”). The venue of the arbitration shall be Dehradun. The proceedings of the arbitration shall be in English. The Parties hereby agree that the arbitrator’s award shall be binding on the Parties. The arbitration proceedings shall be governed by the Arbitration Act. All costs of such arbitration shall be borne equally between the Parties.
a. You hereby agree to indemnify and hold harmless FlexiFunnels and its employees, directors, affiliates, associates and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debts and expenses including reasonable attorney’s fees arising directly or indirectly from Your breach of this Agreement.
a. We reserve the right to update, revise, supplement, and otherwise modify this Affiliate Agreement and to impose new or additional rules, policies, terms, or conditions on Your activities as an Affiliate, at any time, and notice of the same shall be sent to You via e-mail. Any material updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions will be posted on the Website, and shall be intimated to You via e-mail, and will be effective immediately after such posting and thereafter automatically incorporated into this Agreement. You hereby agree to be bound by all such additional terms and Your activities as an Affiliate shall be deemed to be the acceptance of such terms.