Terms and Conditions: Channel Partner Agreement
This Channel Partner Agreement (“Agreement”) is entered into between Anantriksh (A brand by Goodeals E-Shop Pvt. Ltd), a company incorporated under the laws of India, with its principal place of business at 601, Premaldeep Square, Kilvani Naka, Silvassa (hereinafter referred to as “Platform”), and Channel Partner, (hereinafter referred to as “Channel Partner”).
WHEREAS, the Platform operates an e-commerce platform offering various products and services; and WHEREAS, the Channel Partner desires to promote the Platform’s products and mobile application (“App”) to potential customers and earn rewards for successful promotions, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Appointment as Channel Partner
1.1 The Platform hereby appoints the Channel Partner as a non-exclusive, independent Channel Partner to promote the Platform’s products and App within India.
1.2 The Channel Partner understands and agrees that this Agreement does not create an employer-employee relationship, partnership, joint venture, or franchise relationship between the Channel Partner and the Platform. The Channel Partner shall be solely responsible for all taxes, insurance, and other liabilities associated with their activities under this Agreement.
2. Channel Partner’s Responsibilities
2.1 The Channel Partner shall actively promote the Platform’s products and App to potential customers through legitimate and ethical means.
2.2 The Channel Partner shall use only marketing materials and information provided or approved by the Platform. The Channel Partner shall not make any claims, representations, or warranties about the Platform or its products that are not expressly authorized by the Platform.
2.3 The Channel Partner shall ensure all promotional activities comply with all applicable laws, regulations, and industry standards, including but not limited to consumer protection laws, advertising standards, and data privacy regulations.
2.4 The Channel Partner shall not engage in any activities that may harm the reputation or goodwill of the Platform, including but not limited to spamming, misrepresentation, or engaging in fraudulent activities.
2.5 The Channel Partner shall assist customers with inquiries about the Platform’s products and App, directing more complex issues to the Platform’s customer support.
2.6 The Channel Partner shall promptly notify the Platform of any issues, complaints, or feedback received from customers regarding the Platform or its products.
3. Rewards and Payments
3.1 The Channel Partner shall be eligible to earn rewards based on successful promotions that result in qualifying actions, as defined by the Platform. Qualifying actions may include, but are not limited to, successful product sales generated through the Channel Partner’s unique tracking link/code, or new user sign-ups for the App attributed to the Channel Partner.
3.2 The specific payment structure, including rates, bonuses, and payment thresholds, shall be communicated to the Channel Partner separately and may be updated by the Platform from time to time with prior notice.
3.3 Rewards will be calculated and paid out monthly for qualifying actions generated in the preceding period.
3.4 Payments will be made via bank transfer to the account details provided by the Channel Partner. The Channel Partner is responsible for providing accurate payment information.
3.5 The Platform reserves the right to withhold or claw back rewards for fraudulent activities, returned orders, cancelled services, or any other breach of this Agreement by the Channel Partner. 3.6 All rewards are subject to applicable taxes, and the Channel Partner shall be solely responsible for declaring and paying all such taxes.
4. Intellectual Property
4.1 All intellectual property rights, including but not limited to trademarks, copyrights, and trade secrets, related to the Platform, its products, and the App, remain the sole property of the Platform.
4.2 The Channel Partner is granted a limited, non-exclusive, non-transferable, revocable license to use the Platform’s intellectual property solely for the purpose of fulfilling their obligations under this Agreement.
4.3 The Channel Partner shall not modify, reproduce, distribute, or create derivative works from the Platform’s intellectual property without the express written consent of the Platform.
5. Confidentiality
5.1 The Channel Partner acknowledges that they may have access to confidential and proprietary information belonging to the Platform, including but not limited to business strategies, customer data, and marketing plans.
5.2 The Channel Partner agrees to keep all such confidential information strictly confidential and not to disclose or use it for any purpose other than as necessary to perform their obligations under this Agreement. This obligation shall survive the termination of this Agreement.
6. Term and Termination
6.1 This Agreement shall commence on the date of its acceptance by the Channel Partner and shall continue until terminated by either party.
6.2 Either party may terminate this Agreement at any time, with or without cause, by providing 15 days written notice to the other party.
6.3 The Platform may terminate this Agreement immediately without notice if the Channel Partner breaches any material term of this Agreement, engages in fraudulent activity, or acts in a manner detrimental to the Platform’s interests.
6.4 Upon termination, the Channel Partner shall immediately cease all promotional activities and return any Platform property or confidential information in their possession.
6.5 Any earned but unpaid rewards at the time of termination shall be paid to the Channel Partner in accordance with Section 3, subject to any deductions for breaches of this Agreement.
6.6 Accounts of channel partners may be subject to review and potential discontinuation if minimum activity or promotional requirements, as mutually agreed upon, are not met.
7. Indemnification
7.1 The Channel Partner agrees to indemnify, defend, and hold harmless the Platform, its affiliates, directors, officers, employees, and Channel Partners from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: a. The Channel Partner’s breach of any term or condition of this Agreement. b. Any negligent or willful misconduct by the Channel Partner. c. Any misrepresentation or unauthorized claims made by the Channel Partner. d. The Channel Partner’s failure to comply with applicable laws or regulations.
8. Limitation of Liability
8.1 To the maximum extent permitted by law, the Platform shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or goodwill, arising out of or in connection with this Agreement or the Channel Partner’s activities, even if the Platform has been advised of the possibility of such damages.
8.2 The Platform’s total liability under this Agreement shall not exceed the total rewards paid to the Channel Partner in the 6 months preceding the event giving rise to the claim.
9. Governing Law and Dispute Resolution
9.1 This Agreement shall be governed by and construed in accordance with the laws of India.
9.2 Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved through amicable negotiation in good faith.
9.3 If the dispute cannot be resolved through negotiation, it shall be submitted to the exclusive jurisdiction of the courts in Silvassa, Dadra and Nagar Haveli and Daman and Diu, India.
10. Miscellaneous
10.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether oral or written.
10.2 Amendments: The Platform reserves the right to amend these Terms and Conditions at any time. Any amendments will be communicated to the Channel Partner and will become effective upon such communication. Continued participation as an Channel Partner after such amendments constitutes acceptance of the revised terms.
10.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10.4 Waiver: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such provision or the right to enforce it thereafter.
10.5 Assignment: The Channel Partner may not assign or transfer this Agreement or any of their rights or obligations hereunder without the prior written consent of the Platform. The Platform may assign this Agreement without the Channel Partner’s consent.
BY CLICKING “I AGREE” OR BY PARTICIPATING AS AN Channel Partner, THE Channel Partner EXPRESSLY ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Anantriksh – A brand by Goodeals E-Shop Pvt. Ltd.
