This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the vmrgbooks.com (A unit of VMRG International) Associates Program (hereafter referred to as the "Program"). As used in this Agreement, "we", "us", or "our" means VMRG International or any of our affiliate companies, as the case may be, and "you" means the applicant. "VMRG Site" means, collectively, the vmrgbooks.com web site."Your site" means any website that you will link to the VMRG Site (and which you will identify in your Program application). Save for our obligation to pay referral fees under Section 4, which may be performed solely by us, we may cause any of our obligations under this Agreement to be fulfilled by any of our Affiliates (defined below), on our behalf.
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application via the VMRG Site. 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 site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:
By participating in the Program you agree that you will not engage in any of the above mentioned activities. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the Program, we may terminate this Agreement. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable Indian law. For example, minors are not allowed to participate in the Program..
2. Links on Your Website
Once you have been notified that your website has been accepted into the Program, we grant you 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 VMRG Site, to provide on your website one or more of the following types of links to the VMRG Site:
a . Product Links:
You may select one or more Products to list on your site using a variety of formats that we make available to you, such as text link format, graphical link format, customizable "widget" format, or "product preview" link format. A "Product" is any product listed on the VMRG Site that is fulfilled by us or on our behalf, a Digital Product (defined below), or any product sold by a third party seller on the VMRG Site. For each selected Product, you will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as defined below) from each Product reference on your site to the corresponding VMRG Site online catalogue entry. Each such link will connect directly to a single item on our online catalogue. You may add or delete Products (and related links) from your site at any time without our approval. You may not use Special Links to link to the VMRG Site from references to products on your site that are not "Products" as defined above.
b .Search Box Link
You may provide a VMRG Site search box on your site that will permit your site visitors to view Products that are the results of their search query within the Search Box link or view results that link directly to a page on the VMRG Site that contains the results of their search query. We will provide you with technical specifications describing how to include a VMRG Site search box on your site.
c . General Link to VMRG Site Home Page:
You may provide a general link on your website to the home page of the VMRG Site.
d . Any Page Link:
You may provide a link on your site that will link to any particular page on the VMRG Site, provided that you properly use the special link formats provided on the VMRG Site as part of the Program to create such a link. We will provide you with guidelines and graphical artwork to use in linking to the VMRG Site home page. To permit accurate tracking, reporting and referral fee accrual, we will provide you with special â€˜taggedâ€™ link formats to be used in all links between your website and the VMRG Site (and for purposes of this Agreement, the browser window described above that opens upon a user's clicking on a Quick-Click link is deemed a part of the VMRG Site, and any Quick-Click link is deemed a link between your website and the VMRG Site). You must ensure that each of the links between your website and the VMRG Site properly utilizes such special link formats.
Links to the VMRG Site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links". You will earn referral fees only with respect to activity on the VMRG Site occurring directly through Special Links. We will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement
Except for the license granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Special Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the VMRG.com domain names. You also acknowledge that we (and our corporate affiliates) may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of Special Links on your site (for example, to detect links that are broken or non-functional, links to products that are out of stock or otherwise unavailable, etc.). Therefore, you agree that we and our corporate affiliates may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we and our corporate affiliates may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring).
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. Further, you acknowledge and agree that you will
a . Not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the VMRG Site;
b . Ensure that any "Privacy Information" link or VMRG trademark (either in logo or text form) that we include in a Special Link is not obscured or altered in any way or made invisible, illegible or indecipherable to visitors of your site;
c . Use any data, images, text, or other information obtained by you from us or the VMRG Site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement;
d . Not use any Content relating to any Excluded Merchant or any product sold by any Excluded Merchant;
e . Not modify or alter any Content that consists of a graphic image, other than to resize it;
f . Not edit any Content that consists of text, other than to shorten its length;
g . Not sell, redistribute, sublicense or transfer any Content;
h . Not use any Content in a manner intended to send sales to any website other than the VMRG Site;
i . Promptly delete any Content that is no longer displayed on the VMRG Site or that we notify you is no longer available for your use; and
j . Not use any Content, including any name or likeness embodied therein, in a manner (e.g., a closely proximate placement to unrelated third party materials) that implies a personâ€™s or companyâ€™s endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party or cause.
3. Order Processing
We will process Product orders placed by customers who follow Special Links from your site to the VMRG Site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations and returns, and handle customer service. We will track sales made to customers who purchase Products by using Special Links from your website to the VMRG Site and will make available to you reports summarizing this sales activity. The form, content and frequency of the reports may vary from time to time at our discretion.
4. Referral Fees
We will pay you (in accordance with Sections 5 and 6 below) referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must click through a Special Link on your website to the VMRG Site and during a single session, add the Product to his or her shopping cart. The session begins when the customer clicks through a Special Link on your website to the VMRG Site and ends upon the first to occur of the following events:
a . 7 days elapse from the customer's initial click through,
b . The customer places an order for a Product, or
c . The customer follows a third party link to the VMRG Site that is formatted with an Associateâ€™s tag.
We will only pay referral fees on eligible Products after order, payment and final delivery of the product to the customer. To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your website and the VMRG Site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your website and the VMRG Site are not properly formatted. We will not, however, pay referral fees on any Products that are added to a customer's Shopping Cart after the customer has re-entered the VMRG Site (other than through a Special Link from your site), as determined by us, even if the customer previously followed a link from your site to the VMRG Site. In addition, we will not pay referral fees for any purchases made by customers referred to us through Special Links generated or displayed in response to general Internet search queries or keywords. For avoidance of doubt, the Search Box Link, which searches the VMRG Product catalogue, or searches product databases that include VMRG Products, such as shopping comparison engines, are still eligible for referral fees. You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (at our sole discretion) in the withholding of referral fees and/or the termination of this Agreement. In addition, you may not:
a . Directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access the VMRG Site (e.g., by implementing any â€˜rewardsâ€™ program for persons or entities who use Special Links on your site to access the VMRG Site).
b . Read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity.
c . In any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the VMRG Site.
d . Make any orders or subscription requests, or engage in other transactions of any kind on the VMRG Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so.
e . Take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring.
f . Other than providing Special Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the VMRG Site or otherwise around or in conjunction with the display of the VMRG Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action.
g . Attempt to circumvent the referral fee schedule or artificially increase your referral fees (e.g., by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on the VMRG Site (as determined by us) for the purpose of exceeding any referral fee threshold or by causing any page of the VMRG Site to open in a customer's browser other than as a result of the customer clicking on a Special Link on your site).
h . Attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the Program.
i . Use any Content or Special Link in connection with any handheld, mobile or mobile phone application without our prior written approval; or
j . Seek to purchase or register any keywords, search terms or other identifiers that include the words "VMRG" or any other trademark of Ishita Technologies Pvt. Ltd. or its affiliates, or variations or misspellings thereof ("Proprietary Terms") for use in any search engine, portal, sponsored advertising service or other search or referral service. From time to time we may request that you cause any applicable Web search provider to exclude Proprietary Terms from keywords used to display your advertising content in association with search results, assuming the provider of such Web search engine offers such exclusion capabilities.
5. Referral Fee Schedule
Subject to the other terms of this Agreement, all price comparison/discount coupon websites will earn 3% (inclusive all taxes) of Qualifying Revenues, while the other non-price comparison websites will earn 11% (inclusive all taxes) of Qualifying Revenues (revenues derived by us from customers as a result of sales of Qualifying Product units sold during sessions initiated through Special Links on your website, excluding costs for shipping, handling, gift wrapping, taxes separately stated and charged to the customer, service charges, rebates, credit card processing fees, returns and bad debt) which corresponds to the number of such Qualifying Product units sold during sessions initiated through Special Links on your site.
6. Referral Fee Payment
We will pay you referral fees on a monthly basis for Qualifying Products shipped in the applicable month. Approximately 30 days following the end of each calendar month, we will send you a cheque for the referral fees earned. We will accrue and withhold referral fees until the total amount due is at least Rs 1,000.
7. Policies and Pricing
Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies and operating procedures concerning customer orders, customer service and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your website, your website may only show prices when we serve the link in which those prices are displayed. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product
8. Identifying Yourself as an Associate
You may not issue any press release with respect to this Agreement or your participation in the Program. Such action may result in your termination from the Program. You may not, in any manner, misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse or contribute money to any charity or other cause).
9. Limited License
We grant you a non-exclusive, revocable right to use the graphic image and text described in Section 8 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating Product sales. You may not use such image or text in an offline promotion or other offline manner (e.g., in any printed material, mailing or other document). You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you a written notice.
10. Responsibility for Your Site
You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your website. For example, you will be solely responsible for:
a . the technical operation of your site and all related equipment
b . Ensuring the display of Special Links on your site does not violate any agreement between you and any third party (including, without limitation, any restrictions or requirements placed on you by a third party that hosts your website).
c . Creating and posting Product descriptions on your site and linking those descriptions to the VMRG Site catalogue.
d . The accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials and any information you include within or associate with Special Links).
e . Ensuring that materials posted on your website do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights).
f . Ensuring that materials posted on your site are not libelous or otherwise illegal.
11. Compliance with Laws
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing emails, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
12. Term of the Agreement
The terms of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party a written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of and remove from your website, all links to the VMRG Site, and all of our trademarks, trade dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for 30 Working Days to ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on the VMRG Site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures and Program rules.
If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on the VMRG site will constitute binding acceptance of the change.
14. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this Section.
15. Limitation of Liability
We will not be liable for indirect, special or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing or trade usage). In addition, we make no representation that the operation of the VMRG Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
17. Independent Investigation
You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.
Any dispute relating in any way to the Program or this Agreement in which the aggregate total claim for relief sought on behalf of one or more parties exceeds Rs 1,00,000 will be adjudicated in any state or federal court in Hyderabad, Telangana, and you hereby consent to exclusive jurisdiction and venue in those courts. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.
This Agreement will be governed by the laws of the Indian Republic and the state of Telangana, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.