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This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Biomebasket Affiliates Program (the "Program"). As used in this Agreement, "we", "us", or "our" means Biomedbasket Internet Private Limited or any of our affiliate; parent; or group companies and our successors and assigns, as the case may be, and "you" means the applicant. Biomedbasket Site means, collectively, the Biomedbasket website. "Your site" means your website where you will link to the Biomedbasket 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.
To begin the enrollment process, you will submit a complete Program Application via the Biomedbasket 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:
· List affiliate links on price comparison sites in any manner whatsoever
· Advertise affiliate links through pop-up windows / pop-unders
· Advertise affiliate links as Biomedbasket coupon codes or special offers
· Advertise affiliate links as a cashback offer
· Use affiliate links, whether directly or indirectly, on web sites offering any kind of referral program with/without payment of fees and/or sites in the nature of multi-level marketing arrangements
· Use affiliate links in HTML emailers, newsletters or any other form of bulk emails
· Use affiliate links on illegal audio/video download sites
· Promote affiliate link via use of paid ads on search engine result pages
· Promote sexually explicit materials
· Promote violence
· Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
· Promote illegal activities
· Include any trademark of Biomedbasket.com, or its affiliates, or any variation or misspelling of any trademark of Biomedbasket.com, or its affiliates, in any domain name -- for example, a domain name such as "Biomedbasket.com"
· Include any trademark of Biomedobasket.com, Inc. or its affiliates in any username, group name, or other identifier on any social networking website
· Include any colour combination or layout similar or identical to Biomedbasket.com, with or without intention to deceive
· Otherwise violate intellectual property rights.
Please also note that 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.
By participating in the Program you agree that you will not engage in any such 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 (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement with immediate effect, with or without notice, as may be determined in sole discretion of Biomedbasket.com. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program.
During the registration process on website, it is compulsory to provied the information of all "Your Website(s)" in the "Affiliate Website Information" section, which you would be linking to the Biomedbasket Site. We record your traffic from these websites/blogs and hold the authority to withhold your payments/disable your account in case of:
1. Traffic coming from any website / blogs not mentioned by you in the "Affiliate Website Information" section
2. In case of any violations made by the websites / blogs not mentioned in the "Affiliate Website Information" section
Once you have been notified that your site has been accepted into the Program, and subject to clause 1 of this Terms and Conditions, 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 Biomedbasket Site, to provide on your site one or more of the following types of links to the Biomedbasket Site:
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 Biomedbasket 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 Biomedbasket 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 Biomedbasket Site online catalog entry. Each such link will connect directly to a single item in our online catalog. 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 Biomedbasket Site from references to products on your site that are not "Products" as defined above.
Search Box Link: You may provide a Biomedbasket 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 Biomedbasket Site that contains the results of their search query. We will provide you with technical specifications describing how to include an Biomedbasket Site search box on your site.
General Link to Biomedbasket Site Home Page: You may provide a general link on your site to the home page of the Biomedbasket Site.
Cart Link: In conjunction with Product links on your site, you may provide a link that, when clicked, will allow visitors of your site to add products to their shopping cart. We will provide you with technical specifications describing how to include a Cart Link on your site. If you choose to provide a graphical Cart Link, you agree that you will use the graphical artwork we serve or otherwise provide to you only to identify the Cart Link. If you choose to provide a text-only Cart Link, you agree that the text of the link will read "Buy from Biomedbasket.com" and will include no other or different text unless otherwise specified by us.
Search Results Link: You may provide a link on your site that will link to a particular search result on the Biomedbasket Site, the parameters of which will be determined by you based on search generating alternatives we make available to you.
Any Page Link: You may provide a link on your site that will link to any particular page on the Biomedbasket Site, provided that you properly use the special link formats provided on the Biomedbasket Site as part of the Program to create such link.
We will provide you with guidelines and graphical artwork to use in linking to the Biomedbasket Site home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and the Biomedbasket 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 Biomedbasket Site, and any Quick-Click link is deemed a link between your site and the Biomedbasket Site). You must ensure that each of the links between your site and the Biomedbasket Site properly utilizes such special link formats. Links to the Biomedbasket 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 Biomedbasket 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.
You acknowledge that, by participating in the Associates Program and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice on the Biomedbasket Site.
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 Biomedbasket.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 Biomedbasket Site; (b) ensure that any "Privacy Information" link or Biomedbasket 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 Biomedbasket 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 site other than the Biomedbasket Site; (i) promptly delete any Content that is no longer displayed on the Biomedbasket 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 person's or company's endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party or cause.
We will process Product orders placed by customers who follow Special Links from your site to the Biomedbasket 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 site to the Biomedbasket 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 in our discretion.
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 site to the Biomedbasket 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 site to the Biomedbasket Site and ends upon the first to occur of the following events: (a) 24 hours 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 Biomedbasket Site that is formatted with an Associate???s tag. We will only pay referral fees on eligible Products after order, payment, and shipping.
To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your site and the Biomedbasket 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 site and the Biomedbasket 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 reentered the Biomedbasket 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 Biomedbasket 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 Biomedbasket Product catalog, or searches of product databases that include Biomedbasket 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 (in 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 Biomedbasket Site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access the Biomedbasket 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 Biomedbasket Site; (d) make any orders or subscription requests, or engage in other transactions of any kind on the Biomedbasket 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 Biomedbasket Site or otherwise around or in conjunction with the display of the Biomedbasket 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 Biomedbasket Site (as determined by us) for the purpose of exceeding any referral fee threshold or by causing any page of theBiomedbasket 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 "Biomedbasket," "Biomedbasket", ???Biomedbasket???, ???Biomedbasket??? or any other trademark of Biomedbasket Internet Private Limited 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.
During each calendar month, for Qualifying Products sold during sessions initiated through Special Links on your site, you will earn (subject to the other terms of this Agreement) referral fees in accordance with the "Fee Structure" described below.
Subject to the other terms of this Agreement, you will earn a percentage 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 site, 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) set forth in the table below that corresponds to the number of such Qualifying Product units sold during sessions initiated through Special Links on your site.
We will pay you referral fees on a monthly basis for Qualifying Products shipped in the applicable month. Approximately 60 days following the end of each calendar month, we will either (a) send you payments via Electronic Funds Transfer (EFT) for the referral fees earned, (b) send you a gift card good for purchase of Products through theBiomedbasket.com site, subject to our standard terms or conditions. If you select payment via Biomedbasket.com site gift card, we will accrue and withhold referral fees until the total amount due is at least INR 250. If you select payment via cheque, we will accrue and withhold referral fees until the total amount due is at least INR 2,500
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 site, your site 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.
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).
We grant you a nonexclusive, 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 written notice.
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
· The technical operation of your site and all related equipment
· 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 site)
· Creating and posting Product descriptions on your site and linking those descriptions to the Biomedbasket Site catalog
· 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)
· Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
· Ensuring that materials posted on your site are not libelous or otherwise illegal
· We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site. We also advise you to strictly abide by the terms narrated in Clause 1 above of this terms and conditions and any non-observance of the terms therein shall determine our association with immediate effect.
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 email and all other anti-spam laws.
The term 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 written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the Biomedbasket 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 canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
Effect of Termination: Upon termination of this Agreement by either side you will cease to be an affiliate and shall remove all links to the Biomedbasket site as detailed in clause 12 herein above and non-removal of links and use of all or any of our trademark, trade dress, logos and price are treated as illegal crawling and infringement of our Trademark.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Biomedbasket 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 Biomedbasket SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
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 site or otherwise, that reasonably would contradict anything in this clause.
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 Biomedbasket Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
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 WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. 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 INR1,00,000 will be adjudicated in any state or federal court in Bangalore, Karnataka, 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 Karnataka, 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.