This Affiliate Agreement (the “Agreement”) governs the Celoxis Affiliate Program (the “Affiliate Program”) of Celoxis Technologies Private Limited (“We”, “Us” or “Our”). We are leading web-based enterprise software for managing projects, project portfolios, processes, and resources. It is a comprehensive, all-in-one PM and PPM platform with advanced features that enable its users to manage projects across organizations and functions. For more information visit www.celoxis.com.
This Affiliate Agreement is made by and between You (“You”, “Your”, “Yours”, “Affiliate”) and Us and it is a legally binding Agreement between You and Us (i.e., the Affiliate Company/ organization/ legal entity that You represent).
By clicking “Accept”/ “I Agree” You agree that you have read and understood the terms and conditions of this Agreement and you have entered into this agreement which is enforceable by law.
This Agreement shall come into force upon the date on which you click “Accept”/ “I Agree”. This Agreement shall continue and remain in force indefinitely subject to termination in accordance with the Termination Clause of this Agreement.
2. CELOXIS AFFILIATE PROGRAM:
- 2.1 Definitions
- 2.1.1 "Customer" means the authorized actual user of our Software, and who has purchased the Software after being a Lead.
- 2.1.2 "Lead" means the Lead that is created in Our CRM system, along with Your Affiliate ID that is derived from the website cookies, when a Trial account is created or a Sales Enquiry is made by a prospective customer by clicking on a link containing your Affiliate ID.
- 2.1.3 "Qualified Lead" means a Lead who (b) is an individual/ company/ firm/ business entity that is looking for a Project Management tool; (d) has a valid profile on LinkedIn, or relevant presence on any other social media platforms or business platforms; (e) engages with us; (f) whom Celoxis has no record of in connection with the Software; (g) is not, at the time, referred to Us by You, in any contractual relations or ongoing negotiations with Us in connection with the Software; (h) is not rejected by Us; (i) satisfies our internal qualification requirements.
- 2.2 The terms and conditions of the Affiliate Program are as follows:
- 2.2.1 After clicking on a link containing your Affiliate ID, the prospective Lead must open a trial account or place a sales inquiry within 90 days from the day of the click, for the lead to be attributed to you.
- 2.2.2 We reserve the right to approve, reject and qualify Leads.
- 2.2.3 Referral commissions will be paid only for Qualified Leads.
- 2.2.4 Conversion commission will be paid as per the Appendix A.
- 2.2.5 If a Lead opens another trial account or sales inquiry at a later date using another link containing a different affiliate id then that lead would be attributed to the latter affiliate.
- 2.2.6 If a different lead from the same domain signs up independently it is not considered as a Qualified Lead. Only the lead who has come directly from the affiliate link shall be considered.
The Commissions shall be calculated and paid in accordance with APPENDIX A.
- 4.1 We hereby appoint You to market Our software by using your Celoxis Affiliate ID.
- 4.2 The design and details of Our Software that shall be marketed and promoted by You, shall be according to the specifications as stated on the website www.celoxis.com.
- 4.3 We hold all right, title and interest in any copyrights, patents, trade secrets and any other Intellectual Property Rights in the Software. Nothing in this Agreement shall be construed to convey any title or ownership rights in the Software to You.
5. GRANT OF LICENSE:
- 5.1 We hereby grant limited rights to You, under the terms hereof, to use the Marketing Materials, provided, if any, by Us during the term of this Agreement, for the sole purpose enshrined in this agreement, provided that:
- 5.1.1 all images, technology, and content provided for Your use is and shall remain Our sole property and no part thereof shall be deemed assigned or licensed to You, except as explicitly provided for herein;
- 5.1.2 You shall not modify the trademarks, banners, content, or any of the images provided to You in any way;
- 5.1.3 You acknowledge that Your use of the marketing materials and Our Intellectual Property, will not represent that You have any right, title or interest in or to such items other than the license granted by Us;
- 5.1.4 You will not challenge the validity of or attempt to register any of Our trademarks or its interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with Our trademarks;
- 5.1.5 You acknowledge Our ownership and exclusive right to use the trademarks and agree that all goodwill arising as a result of the use of the trademarks shall inure to Our benefit.
The payment terms are as stipulated in APPENDIX A.
- 7.1 Our Obligations. During the term of this Agreement, We shall:
7.1.1 Allow You to post or link to Our Marketing Materials on Your website and/or in Links sponsored by You, in accordance with the terms of this Agreement.
- 7.2 Your Obligations. During the term of this agreement You shall:
- 7.2.1 Endorse and market the Software using Your or Our Marketing Materials, in accordance with this Agreement.
- 7.2.2 Maintain the integrity of all Our Marketing Materials and not change, adapt, reword or alter in any manner the content thereof without Our prior written consent.
- 7.2.3 Place banners or links only within Your newsletters, in the content of Your Website, and within other web-related content, with our prior written consent. Notify Us immediately of any unauthorized use of any of Our Marketing Materials posted on Your website.
- 7.2.4 Pay all taxes, duties, governmental charges and other like charges levied on the Referral Commissions and Conversion Commissions.
- 7.2.5 Refrain from posting any of Our Marketing Materials on any hate sites, adult sites hate, or other related sites that host content in violation of law.
- 7.2.6 Refrain from associating Our Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Our sole discretion.
- 7.2.7 Refrain from sending unsolicited communications, junk email, spam or other forms of duplicative or unsolicited messages to Leads or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.
- 7.2.8 Refrain from promoting the product through search campaigns on Google AdWords, Yahoo search, Microsoft Bing, Naver or any other search network platform.
- 7.2.9 Refrain from using banners or links such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, guest books etc.
8. REPRESENTATION AND WARRANTIES:
- 8.1 We represent and warrant that:
- 8.1.1 We have the right and authority to enter into this Agreement.
- 8.1.2 We shall obey all applicable laws, regulations, and rules of any applicable government body or agency or other authority.
- 8.1.3 We shall adhere to the payment terms.
- 8.2 You represent and warrant that:
- 8.2.1 You have the right and authority to enter into this Agreement.
- 8.2.2 You shall obey all applicable laws, regulations, and rules of any applicable government body or agency or other authority.
- 8.2.3 Your website is solely owned by You and does not infringe on the rights of any third party, including but not limited to intellectual property rights, and is not defamatory, libelous, unlawful or otherwise objectionable and You shall not provide, promote, distribute, place or otherwise publish or host any website that includes content which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or which violates any law.
- 8.2.4 There are no civil actions, proceedings, judgments, liens or executions pending against You, in any Court in India, that could in any way affect the subject matter of this Agreement.
- 8.2.5 Your participation in this Affiliate Program will not conflict with any of Your existing agreements or arrangements.
- 9.1 Right to Terminate. Either Party shall have the right to terminate the present Agreement by giving a Sixty days prior written notice to the other Party upon the breach and violation of any of the clause or covenants hereinbefore mentioned by either of the Parties, or the breach of any of the representations, warranty or guarantee assured by either of the Parties.
- 9.2 With Notice of Default. We shall be entitled to terminate this agreement, after serving notice of default, upon happening of following:
- 9.2.1 If You fail to comply with any other covenant or obligation under this Agreement for a period of 10 (ten) days, and such non-compliance has not been cured within 10 (ten) days of written notice to You.
- 9.2.2 if You have committed material breach or default of any material provision of this Agreement and such material breach or default of any material provision of this Agreement has not been cured within 10 (ten) days of written notice to You.
- 9.2.3 If You are in breach of responsibilities and representations as stated under Clause 8.2 and 9.2 of this Agreement.
- 9.2.4 Provided that the Notice of Default shall specify such default and such time period for curing such default shall be given by Us to You, provided that in circumstances that are just and reasonable, We may, by written notice to You allow such additional period of time, as You determine, for curing any such default.
- 9.3 Without Notice of Default. We shall be entitled to terminate this agreement with immediate effect and without serving notice of default, upon happening of one or more of following:
- 9.3.1 If You are convicted for any criminal offense, or any crime involving moral turpitude or shall be found liable for or guilty of fraud, fraudulent conversion, embezzlement, or any comparable action in any civil or criminal action or proceeding, that could harm Our reputation and goodwill.
- 9.3.2 If You attempt to pledge, encumber, charge, hypothecate or otherwise give any third party a security interest in, or assign this Agreement without Our prior written consent.
- 9.3.3 If You intentionally misrepresent, or provide false information, financial statements, reports or any other documents or information, as required pursuant to this Agreement.
- 9.3.4 If You provide the services in a dishonest, illegal or unethical manner, or engage in any conduct which in Our reasonable opinion, materially and adversely affects or may affect Our reputation, identification, and image.
- 9.3.5 We may, at any time, without notice and without assigning any reasons, shall be entitled to terminate this agreement. In this case, You shall not be entitled to any commission/ compensation/ fees/ refund or any other consideration whatsoever, accruing to the services provided till the date of termination.
- 9.4 Effect of Termination
- 9.4.1 Payment Obligations
- 22.214.171.124 Upon termination of this Agreement as stipulated under Clause 9.1 hereinabove, each party shall pay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, or expenses already incurred, and refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded.
- 126.96.36.199 Upon termination of this Agreement as stipulated under Clause 9.2, You shall be compensated for any Commissions earned up to the date of Termination. You shall not be entitled to receive any Referral Commissions or any other payments under this Agreement other than commissions or payments earned or accrued prior to termination of this Agreement.
- 188.8.131.52 Upon termination of this Agreement as stipulated under Clause 9.3 hereinabove, You shall not be entitled to receive any compensation, refund, commissions, or fees from Us.
- 9.4.2 Return of Property
On termination or expiration of this agreement, or on request made by Us, You shall return to Us all originals of the software, information, documents, equipment, files, and other property, including intellectual property, that You received from Us, and destroy all copies of Our information, documents, equipment, files, and other property, including intellectual property, that You made. On Our request, You shall certify to Us, in writing, that You have destroyed all these copies.
- 9.4.1 Payment Obligations
10. INTELLECTUAL PROPERTY RIGHTS:
- 10.1 Definition. “Intellectual Property Rights” shall mean and include all tangible and intangible legal rights, titles and interests, evidenced by or embodied in (i) all inventions, ideas, designs, concepts, techniques, discoveries, or improvements, regardless of patentability, made solely or jointly, and all patents (whether in the form of utility patents or design patents), provisional patent applications, non-provisional patent applications (whether pending or not), and patent disclosures together with all re-issuances, continuations, continuations in part, revisions, extensions, and re-examinations thereof; (ii) all trademarks, service marks, copyrights, designs, trade styles, logos, trade dress, and corporate names, including all goodwill associated therewith; (iii) any work of authorship, regardless of copyright ability, all compilations, all copyrights; (iv) all trade secrets and proprietary processes and formulas, licenses, approvals, government authorizations, and trade secret laws; (v) all other proprietary rights and any other intellectual property rights of any kind and nature however designated and however recognized in any country or jurisdiction worldwide, and the subject matter of such Intellectual Property Rights; (vi) Internet domain names, Internet and World Wide Web URLs and addresses; (vi) mask work rights, mask work registrations and applications therefore; and (vii) all other intellectual proprietary rights anywhere in the world including rights of privacy and publicity, whether or not requiring registration and whether or not such registration has been obtained.
- 10.2 Obligations. All intellectual property solely conceived and/or developed by Us during the course of this agreement shall be owned by Us. All intellectual property solely conceived and developed by You, using Our Marketing Materials, or any other information provided by Us, during the course of this agreement shall be owned by Us. Intellectual property jointly conceived and/or developed by the Parties will be jointly owned by the Parties. The Parties accept that it shall not, directly or indirectly, use, or share with any third party, the Intellectual Property of a Party without first obtaining the express written approval of that Party to that effect. The Parties accept that it shall not use for any of its other contracts, any trademarks, trade names or get-up which resembles the other Party’s trademarks, trade names or get-up and which would, therefore, be likely to confuse or mislead the public or any section of the public. The parties accept that it shall not alter or otherwise tamper with any trademarks, trade names, logos, intellectual property of the other Party.
11. CONFIDENTIAL INFORMATION:
- 11.1 Definition. Confidential Information shall mean and include any information disclosed by the Disclosing Party (the Party disclosing the Confidential Information) to the Receiving Party (Party receiving the Confidential Information) ,which has commercial value and is either (i) technical information, including patent, copyright, trade secret, and other proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, composition and formulae related to the current, future and proposed products and services of the Disclosing Party , or (ii) non-technical information relating to the Disclosing Party's products or services, including without limitation pricing, margins, merchandising plans and strategies, business manuals, policies and procedures, finances, financial and accounting data and information, costing methods, suppliers, employees, customers, customer lists, purchasing data, inventory lists, sales and marketing plans, future business plans and any other information which is proprietary and confidential to the Disclosing Party and which may be disclosed by the Disclosing Party or to which the Receiving Party may be provided access by the Disclosing Party, in accordance with this Agreement, or which is generated as a result of , incidental to or in connection with the employment or any other relationship, which is not generally available to the public.
- 11.2 Obligations. During the course of this agreement, the parties may be exposed to and will be required to use certain Confidential Information of the other party. The Receiving party agrees to not use, directly or indirectly, such Confidential Information for the benefit of any person, entity, or organization other than for the use of the software, or disclose such Confidential Information without the written authorization of the Disclosing Party, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information.
- 11.3 Exclusions. Non Disclosure obligations under this Agreement do not extend to information that is:
- 11.3.1 publicly known at the time of disclosure or subsequently becomes publicly known through no improper action or inaction by the Receiving Party;
- 11.3.2 was rightfully disclosed to the Receiving Party by a third party;
- 11.3.3 was independently developed by the Receiving Party, without the use of any Confidential Information of the Disclosing Party;
- 11.3.4 was disclosed by the Receiving Party with the Disclosing Party’s written approval;
- 11.3.5 was disclosed by the Receiving Party to the Court, in pursuant to any legal proceedings, Court Order or Decree.
The provisions contained in clauses pertaining to intellectual property rights, confidentiality, governing law and jurisdiction and dispute resolution shall survive the termination or expiry of this Agreement as per the terms therein.
13. LIMITATION OF LIABILITY:
In no event shall We be liable to You for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if it has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. We make no warranty of any kind, whether express or implied, with regard to any third party products, third-party content or any software, equipment, or hardware obtained from third parties.
You hereby agree, assure and promise to indemnify, keep indemnified, defend and hold Us, and Our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, harmless from and against any and all claims, loss, damages, liability, costs or expenses (including attorney fees and expenses) whether direct or consequential arising out of any dispute or contractual, tortuous or other claims or proceedings brought against Us, by any person or third party, arising out of or resulting from non-compliance and or breach of the obligations arising under this Agreement by You.
15. DISCLAIMER OF WARRANTIES:
We and Our affiliated companies and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of the Software for any purpose. To the extent permitted by law, the Software and is provided "AS IS" without warranty or condition of any kind. We disclaim all warranties and conditions of any kind with regard to the software and the affiliate tool including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
You hereby agree not to solicit for employment any of Our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement.
If any provision of this Agreement is invalid or unenforceable or prohibited by the applicable law of the land, this Agreement shall be considered divisible and its remainder/balance shall remain in effect, be valid, binding and of the like effect as if such invalid provision had not been included herein in the first place.
18. GOVERNING LAW:
This Agreement shall be construed and governed in accordance with the applicable laws of India. The Courts of Pune shall have exclusive jurisdiction over any proceedings arising out of or touching upon or in relation to the terms of this Agreement, and any courts of appeal therefrom shall have sole and exclusive jurisdiction to settle any dispute arising under or in connection with this Agreement.
This Agreement contains the entire understanding between the parties and supersedes all prior negotiations, agreements, and understandings between them, whether oral or in writing, concerning the subject matter hereof.
20. DISPUTE RESOLUTION:
All or any dispute, controversy, claim or disagreement arising out of or touching upon or in relation to the terms of this Agreement or its termination, breach, invalidity, including the interpretation and validity thereof and the respective rights and obligations of the Parties hereof, that cannot be amicably resolved by mutual discussion within thirty (30) business days, shall be settled by a sole arbitrator, to be appointed by Us alone. The provisions of the Arbitration and Conciliation Act, 1996. The award so passed by the Arbitrator shall be final and binding on the Parties. The place of arbitration shall be Pune, India and the Courts of Pune shall have exclusive jurisdiction. The arbitration proceedings shall be conducted in the English language. Each Party shall pay its own costs of arbitration unless otherwise ordered by the arbitrator.
No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.
The failure of a Party to exercise or enforce any right (or rights) under this Agreement shall not be deemed to be a waiver of that right (or rights) nor operate to bar the exercise or enforcement of it at any time thereafter.
This Agreement and the licenses granted by it shall not be assigned, sublicensed, or otherwise transferred by You without Our prior written.
24. FORCE MAJEURE:
Neither Party shall be responsible to perform any of the obligations under this Agreement as a result of any event which is proven to be beyond the control of the Party, and which could not have been foreseen by the Party, due to any enactment of laws, regulations or as a result of events such as war, strikes, earthquake, flood, act of God, acts of public enemies, terrorism or any other cause beyond the control of the Party. Notwithstanding the acts above mentioned, the Party so prevented from performing its obligation under this Agreement shall immediately inform the other Party of the occurrence of such an event and shall make best efforts to assuage the effect of such Force Majeure as is reasonably possible. If such a Force Majeure event prevents either of the Parties from fulfilling its obligation under this Agreement for a period of more than 60 (sixty) days, the other Party may terminate the Agreement upon a written notice being served to the other Party.
All notices to be provided by Us to You, under this Agreement, shall be delivered in writing by electronic mail to the electronic mail address as provided by You. Notice to Us shall be delivered at 3 Shreyas Eterna, NDA Pashan Road, Bavdhan Pune, India 411021, with a CC to firstname.lastname@example.org by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, 2 (two) business days after being deposited in the mail or with a Courier as permitted above.
Commissions & Payment Terms
- The commissions shall be paid to the Affiliate as follows:
- Referral Commission. For every Qualified Lead, done through the Affiliate, We shall pay to the Affiliate, a referral commission of $10.
- Conversion Commission. For every Lead referred by the Affiliate that converts into a Customer, we shall pay to the Affiliate a commission of 50% of the invoice amount provided the invoice date is not later than 365 days from the date of the first invoice for that Customer. The maximum commission paid to the Affiliate per Customer is $500. The commission is paid only on the user license subscription portion of the invoice amount and is not paid for any other product or service like training, disk space, customizations, implementation, etc.
- The date and mode of payment shall be as follows:
- The payment shall be made on a quarterly basis after the 15th day of the month following the Quarter, i.e., after 15th April, 15th July, 15th October, and 15th January.
- A total sum of Referral Commission and Conversion Commission shall be paid together.
- Commissions shall be paid after deducting applicable taxes as per the law.
- For Indian Affiliates, the Commission shall be paid via NEFT or Cheque, as per our discretion, in Indian Currency.
- For Non-Indian Affiliates, the Commission shall be paid in USD via Paypal.