To begin the enrollment process, you must submit a complete and accurate Affiliate Program application. You will ensure that the information in your Affiliate Program application and otherwise associated with your account, including your email address and other contact information and identification of your site/social media profile, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Affiliate Program and this Operating Agreement to the email address then-currently associated with your account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
You will provide us with any information that we request to verify your compliance with this Operating Agreement.
You will be solely responsible for displaying Special Links and Content on your site/social profiles in compliance with this operating agreement and any agreement between you and any other person or entity. We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, (c) your use of any Content, whether or not such use is authorized by or violates this Operating Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Operating Agreement or (e) your or your employees' negligence or willful misconduct.
We will pay you a commission on Qualifying Purchases in accordance with the applicable Affiliate Program Fee. In the event any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent advertising fees payable to you under this Operating Agreement. A ‘Qualifying Purchase’ occurs when (a) a customer clicks through a Special Link on your site or social profile to the IIC’s Site; (b) customer signs up, & c) places an order for that Event no later than 30 days following the customer’s initial click-through.
We may modify any of the terms and conditions contained in this Operating Agreement at any time and in our sole discretion by posting a change notice, revised agreement, on the
IIC Site or by sending notice of such modification to you by email to the email address then-currently associated with your Affiliate account. Modifications may include, for example, changes to the Affiliate Program Fee Schedule, payment procedures, and other Program requirements. If any modification is unacceptable to you, your only recourse is to terminate this operating agreement. your continued participation in the Program following the effective date of any modification e.g., the date of our posting of a change notice, revised operating agreement, or revised operational documentation on the IIC site will constitute your binding acceptance of the change.
You and we are independent contractors, and nothing in this Operating Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself.
We will not be liable for indirect, incidental, special, consequential, or exemplary damages (including any loss of revenue, profits, goodwill, use, or data) arising in connection with this operating agreement, the program, operational documentation, the IIC site, or the service offerings, even if we have been advised of the possibility of those damages. Further, our aggregate liability arising in connection with this operating agreement, the program, the IIC site, and the service offerings will not exceed the total commissions paid or payable to you under this operating agreement in the one month immediately preceding the date on which the event giving rise to the most recent claim of liability occurred.
This Operating Agreement will be governed by the laws of the Republic of India, without regard to the principle of conflict of laws. The courts at [Delhi] shall have the exclusive jurisdiction over any dispute relating or arising in any way from the matter under the Program or this Operating Agreement.
Notwithstanding anything to the contrary in this Operating Agreement, we may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique and extraordinary character, giving them a peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
By signing-up as an affiliate with IIC, you accept this operating agreement, legal terms, and conditions.