|
This Affiliate Service Agreement (the "Agreement") is made by and between Harikrushna
Diamonds Ltd., in Nairobi is, Kenya corporation ("Harikrushna Diamonds Ltd"),
and you, as an Affiliate utilizing the Harikrushna Diamonds service ("You", "Your",
"Affiliate").
You must agree to abide by the terms and conditions contained in this Agreement
in order to participate. Please read this Agreement carefully before registering
and using the Service as an Affiliate. By signing up for programme, you indicate
Your acceptance of this Agreement and its terms and conditions. If You do not accept
this Agreement, do not use the Harikrushna Diamond’s Service as an Affiliate.
The following agreement is summarized as follows:
- You place our merchants banners anywhere on your site as you see fit, or within
non-spam emails.
- We may email you concerning new merchant programs
- We might change the service here and then
- Adult, Hate, or other related sites are not allowed
- You will be paid your commissions, at such time as your account mimimum balance
is $200 or more.
- All statistics are collected and calculated by Harikrushna Diamonds Ltd., and will
be the only valid stats used for determining commissions.
- Any page that contains our links, banners, or code must be written in English.
- As an affiliate, you can only have 1 account. You can list multiple domains in one
account, but only one account is allowed. Self-referrals for affiliate or merchant
accounts are strictly prohibited.
- All Local and International affiliates are paid via Direct Deposit or wire transfer
in them Ac where possible.
- Your physical address listed for receiving checks MUST be your actual address. Mail
forwarding services, for the purpose of avoiding network demographics, is NOT allowed.
For example, if you choose USA as your country, you must be in the USA. If you choose
India as a country, you must be in India.
- You would not hold us liable for anything, a link to a Harikrushna Diamond’s
Web site does not mean that we endorses or accepts any responsibility for
the content or the use of such Web site.
- You cannot SPAM. You cannot SPAM. You cannot SPAM. We will terminate your account
on the first offense of SPAMMING. Do not send email to lists or
groups that you do not have permission to send to. We cannot stress this enough,
we WILL terminate your account on the first offense.
- You may place banners or links within your newsletters, in content of your website,
or within other web related content.
- Affiliate accounts that are left inactive will be removed from our system if their
balance is equal to or less than $25. If an abandoned affiliate account has a balance
between $25 and $50, a $25 fee will be assesed once per calendar month, until the
balance is equal to zero dollars - and is closed. At no time will an affiliate ever
owe monies to Harikrushna Diamonds Ltd. based on fees - the account will simply
be closed. An abandoned affiliate account is defined as any account that has not
been logged in to for a period of 6 months, nor have any transactions been posted
to that account. If one or the other of those conditions are true - the account
will remain in an active state.
- We do not allow: All other uses of banners or links, such as newsgroups,
chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks
etc. are NOT allowed.
- We do not allow: Any placement of creative in a "Desktop" advertising
scheme. This includes any and all 3rd party advertising platforms that use a desktop
application to display ads in any form.
- We do not allow: Any display of a merchant window that isn't the
result of a direct click by the end-user.
- Failure to abide by these rules could mean termination from a given merchant program,
or from shareasale.com completely with a complete forfeit of commissions.
- Fraud is a serious offense, and will be treated as such. Fraud is defined as any
action that intentionally attempts to create sales, leads, or click-throughs using
robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole
purpose of creating commissions. ANY ATTEMPTED FRAUD OR FRAUD WILL RESULT IN MEMBERSHIP
TERMINATION AND VOIDED COMMISSIONS.
- If you run or utilize an incentive website, you MAY participate in Harikrushna Diamond’'s
pay-per-click and pay-per-lead programs ONLY IF you receive specific written (fax
or email are ok as well) permission from the merchant. You must also copy this specific
permission to us, and that permission must detail exactly what kind of incentive
your users have to click the links. Without this permission, your commissions may
be voided. You are allowed to participate in any pay-per-sale programs without any
special permission.
- You cannot refer yourself as a Merchant with our website and receive commission.
PRIVACY POLICY
Harikrushna Diamonds respects the privacy of its all users and will
not disclose personal information to third parties without the express permission
of You and Your company. If You have any questions please contact us on
contactus@harikrushnadiamonds.co.in
DEFINITIONS
"Performance Marketing" occurs when individual web sites that generate their own
traffic ("Affiliates") partner with online Merchants ("Merchant")’s and the Merchant
pays a commission or other reward for those Visitors resulting in a measurable action
such as a closed sale, lead, hit, or other action.
"Affiliate" means an individual or business generating their own traffic and thus
rewarded for legitimate sales, leads, clicks, or other measurable action. Affiliates
use our website to facilitate relationships with Merchants as well as gain tracking,
reporting, and receipt of commission payment.
"Merchant" means an e-commerce entity paying a commission or bounty for legitimate
sales, leads, clicks, or other measurable action by a Visitor. Merchants use our
website facilitate relationships as well as gain tracking, reporting, and
issuance of commission payment.
"Visitor" means any person, or user that clicks on a Link to a Merchant’s Web site
placed on an Affiliate's Web site.
"sale commission" means the Payout the Merchant sets and agrees to pay for Visitors
referred to the Merchant's Web site that results in a sale of a product or service.
The sale could occur at the time of the visit or at a later time not to exceed 30
days. If a sale occurs after 30 days and the Visitor has not returned through an
authorized Affiliate's site, then no Payout shall occur.
"lead commission" means the Payout the Merchant sets and agrees to pay for Visitors
referred to the Merchant's Web site that results in the Visitor performing an action
defined by the Merchant. Such an action could include filling out a form, joining
a mailing list, or other mechanism to identify potential customers. The action could
occur at the time of the visit or at a later time not to exceed 30 days. If an action
occurs after 30 days and the Visitor has not returned through an authorized Affiliate's
site, then no Payout shall occur.
"click commission" means the Payout the Merchant sets and agrees to pay for a valid
click from an Affiliate Partner's site to the Merchant's site that results in the
Merchant's Web site being viewable to the Visitor. A click is deemed valid when
it meets certain criteria as defined on the Web site or in this agreement, which
criteria may change from time to time.
"Payout" means the amount of sale commission, lead commission, or click commission
a Merchant agrees to pay for an individual measurable action. The Payout is defined
as either a percentage of a total sale amount, or as a set bounty (flat rate) per
action.
"Commission" means the amount sale commission, lead commission, or click commission
a Merchant agrees to pay for an individual measurable action. The Payout is defined
as either a percetage of a total sale amount, or as a set bounty (flat rate) per
action.
"Link" means a hyperlink placed on an Affiliate's site that, when clicked on, sends
a Visitor through to a Merchant website via redirection at our website. Links take
many forms including text, a product image, buttons, banners, videos or any other
format acceptable to the Merchant.
"VOID" means a reversal of a Payout previously earned for a sale, lead, or click
that is later rescinded or corrected by the Merchant. Merchant's may VOID transactions
that are fraudulent, or in the case of returned merchandise, duplicate transactions,
or other valid reasons.
"Your Account" means a specific account within the Service, where Commissions are
credited.
THE SERVICE
Harikrushna Diamond’s has developed and operates a service (the "Service") which
allows Affiliates to participate in Performance Marketing programs. As an Affiliate
of our website , you will be establishing arrangements with third party organizations,
called Merchants. All Affiliate relationships established between You, the Affiliate,
and our website Merchants, will be conducted and managed through the Service.
LINK PLACEMENT
As an Affiliate of the Service, you may place and remove Merchant Links on Your
site and in acceptable locations.
- You place our merchants banners anywhere on your site as you see fit, or within
non-spam emails.
- Adult, Hate, or other related sites are not allowed
- Any page that contains shareasale.com links, banners, or code must be written in
English.
- You cannot SPAM. You cannot SPAM. You cannot SPAM. We will terminate your account
on the first offense of SPAMMING. Do not send email to lists or
groups that you do not have permission to send to. We cannot stress this enough,
we WILL terminate your account on the first offense.
- Affiliate accounts that are left inactive will be removed from our system if their
balance is equal to or less than $25. If an abandoned affiliate account has a balance
between $25 and $50, a $25 fee will be assesed once per calendar month, until the
balance is equal to zero dollars - and is closed. At no time will an affiliate ever
owe monies to Shareasale.com, Inc. based on fees - the account will simply be closed.
An abandoned affiliate account is defined as any account that has not been logged
in to for a period of 6 months, nor have any transactions been posted to that account.
If one or the other of those conditions are true - the account will remain in an
active state.
- We do not allow: All other uses of banners or links, such as newsgroups,
chat rooms, ICQ, message boards, banner networks, hit farms, counters, or guestbooks
etc. are NOT allowed.
- We do not allow: Any placement of creative in a "Desktop" advertising
scheme. This includes any and all 3rd party advertising platforms that use a desktop
application to display ads in any form.
- We do not allow: Any display of a merchant window that isn't the
result of a direct click by the end-user.
AFFILIATE PAYMENT
You will receive a Commission for sending a Merchant authorized sales, leads, and/or
clicks via Your Links. In order to place Links, You must first be approved by a
Merchant to become an Affiliate of that Merchant’s program. You understand that
the Payout amount may be changed at any time. This information is also available
to You at the our website Member’s Area. You are responsible for determining if
the Payout for a Link You have placed on Your site has changed or been discontinued.
You receive the Commission from Harikrushna Diamonds. Payments are made automatically
on the twentieth (20th) day of each month when Your account balance reaches $200
or more for the previous months' transactions. Money credited to Your Account does
not accrue interest. In the event of a VOID by a Merchant, Harikrushna Diamond’s
may recover from You the corresponding Commission previously credited to Your Account.
The VOID Commission will be immediately deducted from Your Account balance. In the
event that Your Account balance is less than the VOID Commission, the VOID Commission
will be deducted against Your future earnings. You will never be asked to send money
to us.
SERVICE AND SUPPORT
Harikrushna Diamonds will provide support for the Service as indicated on the Web
site.
EMAIL CONTACT
Harikrushna Diamonds reserves the right to send e-mail to You for the purposes
of informing you of applicable changes or additions to the Service or any of our
website related products and services.
CHANGES TO THE SERVICE
Harikrushna Diamonds reserves the right to change, modify, add or remove portions
of this Agreement at any time and may add to, change, suspend or discontinue any
aspect of the Service at any time. In the event of any material change, we will
notify You via e-mail, newsletter or on the Web site at least 7 days prior
to any such changes taking effect, at which time You may either agree to such changes
or withdraw from the Service.
REGISTRATION
To sign up as an Affiliate of Harikrushna Diamonds and to use the Service
as an Affiliate Partner you must be at least 18 (eighteen) years of age, and supply
a valid tax-id, which may be your social security number for individuals, or a federal
tax-id for corporations or entities.
THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE WITH HARIKRUSHNA DIAMONDS
WEBSITE: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE,
BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited
to WAREZ, CRACKING, and HACKING SITES. As part of the registration process, You
will select a username and password combination that You use to access Your Affiliate
area within the Service. You shall provide us with accurate, complete and updated
registration information. You may not select the name of another person with the
intent to impersonate that person or deceive members or other users as to Your true
identity. You agree that Harikrushna Diamonds may rely on any data, notice, instruction
or request furnished to our website by You which is reasonably believed by
our website to be genuine and to have been sent or presented by a person reasonably
believed by Harikrushna Diamonds to be authorized to act on Your behalf. You
shall notify us by e-mail at
contactus@harikrushnadiamonds.co.in of any known or suspected unauthorized
uses of Your Account, or any known or suspected breach of security, including loss,
theft or unauthorized disclosure of Your username and password. You shall be responsible
for maintaining the confidentiality of Your username and password and You are responsible
for all usage and activity on Your Account, including use of the account by a third
party authorized by You to use Your Account. Any fraudulent, abusive or otherwise
illegal activity may be grounds for termination by Harikrushna Diamonds and referral
to the appropriate law enforcement agencies.
ACCEPTED USE
You represent to Harikrushna Diamonds that all content You provide to the Service
is solely owned by You or provided by You with the express authority of the company
You represent, does not infringe upon any other individual's or organization's rights
(including, without limitation, intellectual property rights) and is not defamatory,
libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute,
place or otherwise publish as an Affiliate of the Service any content, or Web site
that includes content, which is libelous, defamatory, obscene, pornographic, abusive,
fraudulent or violates any law. As Harikrushna Diamonds may not review all
information provided by You, You shall remain solely responsible for Your content
and Web site. As an Affiliate, You may not artificially inflate traffic counts to
Merchant site(s) using any device, program, robot or other means, including but
not limited to JavaScript pop-up windows and redirects. You may not click on Your
own banners and/or links or submit multiple leads to Your Merchant partners.
Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks,
counters, chatrooms or guestbooks. Any Link placed must be done in such a way that
it is not misleading to any Visitor and done with the intention of delivering valid
sales, leads, or clicks to the related Merchant for that Link.
Points or reward programs for click or lead programs are not allowed. Harikrushna
Diamonds RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE
AS A OWNER OF Website. If You are terminated from the Service, Harikrushna Diamonds
has the right to withhold money You earned within the Service or money that
You owe within the Service and You will not be allowed to re-join us.
LIMITED WARRANTY
The Service, its operation, its use and the results of such use shall be performed
in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE
LAW, Harikrushna Diamonds DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT
LIMITING THE FOREGOING, Harikrushna Diamonds SPECIFICALLY DISCLAIMS ANY WARRANTY
(A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL
BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT
THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS,
ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. The Merchant will make reasonable
commercial efforts to keep its transaction service operational during normal business
hours. However, certain technical difficulties may, from time to time, result in
temporary service interruptions. Affiliate understands and acknowledges that it
is normal to have a certain amount of system downtime and further agrees not to
hold the Merchant liable for any of the consequences of such interruptions. MERCHANT
SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION
OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS
THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. MERCHANT SHALL HAVE NO LIABILITY
WITH RESPECT TO MERCHANT OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY,
SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF MERCHANT HAS BEEN NOTIFIED OF SUCH
DAMAGES. ANY LIABILITY OF MERCHANT HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED
BY MERCHANT AS A DIRECT RESULT OF THIS AGREEMENT.
LIMITATION OF LIABILITY
Harikrushna Diamonds OR ITS SUPPLIERS OR RESELLERS OR MERCHANTS SHALL NOT
BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO
USE THE website. SERVICE OR ANY INFORMATION PROVIDED ON THE WEB SITE OR ANY
OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL,
ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF
Harikrushna Diamonds AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES
IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW
THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION
MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, Harikrushna Diamond’'S LIABILITY IS
LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE
FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.
You agree that Harikrushna Diamonds, although the provider of the Service, has no
responsibility or liability as a result of Your placement of authorized Links from
Your Web site, and You, and the Merchant, jointly and severally agree to indemnify,
defend, and hold harmless Harikrushna Diamonds and its affiliates, officers,
directors, employees and agents from and against any and all liability, claims,
losses, damages, injuries or expenses (including reasonable attorneys' fees) directly
or indirectly arising from or relating to any offer or any other matter related
to this Agreement or the subject matter hereof and any dispute relating thereto.
Harikrushna Diamonds agrees to indemnify, defend, and hold harmless Affiliate
and its affiliates, officers, directors, employees and agents from and against any
and all liability, claims, losses, damages, injuries or expenses (including reasonable
attorneys' fees) directly or indirectly arising from or relating to Harikrushna
Diamonds negligence or willful misconduct in performance of the Services or
its breach of this Agreement.
NON-DISCLOSURE
Harikrushna Diamonds acknowledges that in the course of this Agreement it
shall have access to confidential and proprietary information ("Confidential Information")
of Your company. Harikrushna Diamonds agrees not to disclose or disseminate
the Confidential Information without Your prior express written consent. The term
"Confidential Information" shall not include information that is or becomes part
of the public domain through no action or omission of Harikrushna Diamonds, that
becomes available to us from third parties without knowledge by Harikrushna
Diamonds of any breach of fiduciary duty, or that Harikrushna Diamonds had
in its possession prior to the date of this Agreement. Harikrushna Diamonds does
not collect information about a Merchant’s customer transactions, other
than what is passed to us through the installed tracking code and displayed on Your
own transaction reports. Any information we receive is used solely for tracking
and Commission payment purposes. Harikrushna Diamonds reserves the right to be able
to utilize this data in aggregate to analyze Service trends, monitor Service efficiencies,
and perform such other analysis as its deems appropriate.
OWNERSHIP AND LICENSES
You, the Affiliate, are granted a non-exclusive, limited, revocable right to use
Merchant provided trademarks and banners. All images, technology and content provided
for Your use is and shall remain the sole property of the Merchant, and no part
thereof shall be deemed assigned or licensed to You except as explicitly provided
for herein. All intellectual property rights, including trademarks, copyrights,
patent rights or applications, tradenames and service marks related to the foregoing
shall remain the Merchant’s sole property, including rights in and to any derivatives
thereof. You may not modify the trademarks, banners, the content or any of the images
provided to You in any way.
A Merchant may immediately terminate Your license to use the marks if the Merchant
reasonably believes that such use dilutes, tarnishes or blurs the value of their
marks. You acknowledge that Your use of the marks will not create in You, nor will
You represent that You have, any right, title or interest in or to the marks other
than the license granted by the Merchant above. You will not challenge the validity
of or attempt to register any of the marks or Your interest therein as a licensee,
nor will You adopt any derivative or confusingly similar names, brands or marks
or create any combination marks with the marks. You acknowledge the Merchant’s ownership
and exclusive right to use the marks and agree that all goodwill arising as a result
of the use of the marks shall inure to the benefit of the Merchant.
REPRESENTATIONS
Harikrushna Diamonds makes no representations whatsoever about any other Web site
which You may access through the Service. In addition, a link to other Web
site does not mean that Harikrushna Diamonds endorses or accepts any responsibility
for the content or the use of such Web site.
NONASSIGNABILITY
Affiliate or Harikrushna Diamonds may assign this Agreement to any successor or
affiliate upon notice to the other party and mutual agreement between both parties.
FORCE MAJEURE
Neither party shall be liable hereunder by reason of any failure or delay in the
performance of its obligations hereunder on account of strikes, shortages, riots,
insurrection, fires, flood, storm, explosions, acts of God, war, governmental action,
labor conditions, earthquakes or any other cause which is beyond the reasonable
control of such party.
JURISDICTIONAL ISSUES
This Agreement shall be governed by Nairobi, Kenya law (except for conflict of law
provisions). The exclusive forum for any actions brought in connection with this
Agreement shall be in the courts in and for the Nairobi, Kenya and You consent
to such jurisdiction. The application of the United Nations Convention on the International
Sale of Goods is expressly excluded.
MISCELLANEOUS
This Agreement represents the complete agreement concerning this license and may
be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE
ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET
FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement
is held to be unenforceable, such provision shall be reformed only to the extent
necessary to make it enforceable.
|