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Affiliate Program

Terms and Conditions

Operating Agreement

This Agreement shall be treated as the complete terms and conditions that will be applicable to an individual, a corporate or any other entity permissible under law to participate in theAffiliate Program of Brahmatells (the "Program"). In this agreement the terms such as "we", "us", or "our" means Brahmatells or its parent company- MV Astrosunshine and, as the case may be, and "you" means the applicant. Brahmatells means, collectively, the brahmatells.com website, the app and other related applications and stores of the platform. "Your site" means your website where you will link to the Brahmatells Site (and which you will identify in your Program application).

1. Enrollment in the Program

Only the parties and the individuals who are entitles to lawfully enter into a contract can become an affiliate of Brahmatells. To be a part of the affiliate marketing program, you will have to fill an online form available at the site of Brahmatells. 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.

If we determine that you have not complied with any requirement or restriction provided in the Program or any other applicable policies or that you have otherwise violated this Agreement, we may (in addition to any other rights or remedies available to us) withhold any fees payable to you under this Agreement, terminate this Agreement, or both. In addition, you hereby consent to us for periodic monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of our special links, and monitoring, crawling, and otherwise investigating your site to verify compliance with this Agreement and Program.

 

2. Self-Orders / Bulk Orders

You will not be permitted to 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. The reason behind this policy is that our Affiliate Program is an advertising program and not a personalized discount program. Our goal is to develop a symbiotic relationship where our affiliates refer customers to us and Affiliates are not eligible for referral fees when they place orders themselves, or ask people they know to routinely place orders through their affiliate links so they can earn referral fees. If you are found in violation of these policies, then we have the right to terminate your registration, as well as revoke all payments linked to your account, unless you can show that the orders placed were for the genuine buyers.

 

3. Links on Your Site

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 Brahmatells Site, to provide on your site one or more of the following types of links to the Brahmatells 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 Brahmatells 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 BrahmatellsSite. 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 Brahmatells 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 Brahmatells Site from references to products on your site that are not "Products" as defined above.

Search Box Link:

You may provide a Brahmatells 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 Brahmatells Site that contains the results of their search query. We will provide you with technical specifications describing how to include an Brahmatells Site search box on your site.

General Link to Brahmatells Site Home Page:

You may provide a general link on your site to the home page of the Brahmatells Site.

Search Results Link:

You may provide a link on your site that will link to a particular search result on the Brahmatells 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 Brahmatells Site, provided that you properly use the special link formats provided on the Brahmatells 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 Brahmatells 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 Brahmatells 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 Brahmatells Site, and any Quick-Click link is deemed a link between your site and the Brahmatells Site). You must ensure that each of the links between your site and the Brahmatells Site properly utilizes such special link formats. Links to the Brahmatells 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 Brahmatells 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 Affiliate 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 Brahmatells 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 Brahmatells.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 Brahmatells Site; (b) ensure that any "Privacy Information" link or Brahmatells 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 Brahmatells 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 Brahmatells Site; (i) promptly delete any Content that is no longer displayed on the Brahmatells 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.

4. Order Processing

We will process Product orders placed by customers who follow Special Links from your site to our Site. We reserve the right to reject/disapprove orders that do not comply with any requirements that we may establish from time to time. We will be responsible for all aspects of order processing and fulfilment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service related to all the orders placed by you or your referral affiliates. We will track sales made to customers who purchase Products by using Special Links from your site to our sire and will make available to you reports summarizing thesales activity. The form, content, and frequency of the reports may vary from time to time in Brahmatells discretion.

5. 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 site to the Brahmatells 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 Brahmatells Site and ends upon the first to occur of the following events:

a. session based on 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 Brahmatells Site that is appended with a different affiliate's tag, or
d. The customer follows a link to the Brahmatells Site that is appended with Brahmatells's email campaign 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 Brahmatells 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 Brahmatells Site are not properly formatted.

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.

6. Referral Fee Schedule

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. Fee Structure: Subject to the other terms of this Agreement, you will earn a percentage of commission (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.

Brahmatells affords you with the opportunity to refer the affiliate program to other entities subject to the terms already mentioned for the qualification for registration. Every order placed through the special link of your referred party will be added to your account as well. The company will provide a certain portion of sales commission to your account too whenever an order is placed through your referred party’s account.

You understand and agree that we may cap your referral fees to a fixed amount ("Monthly Limit") per month, at our sole discretion. In such event that your referral fees for a calendar month exceed this Monthly Limit, the amount we pay you for such calendar month shall not exceed this Monthly Limit. You agree to pace your campaigns accordingly and in line with the Monthly Limit applicable to you.

This Monthly Limit to your referral fees (if any) shall be communicated to you prior to the calendar month in which such limit takes effect by way of e-mail to your registered Affiliate account. Similarly, any changes in the Monthly Limit shall be communicated to you from time to time by way of e-mail to your registered Affiliate account, prior to the calendar month in which such change in your Monthly Limit takes effect. Any such notification received by you from us regarding the Monthly Limit to your referral fees and any changes therein, shall be read as and be a part of this Operating Agreement.

7. 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, based on the payment mode/ option selected by you in your Affiliate Account, we will process your referral fee via online transfer.

In this affiliate program there is a minimal referral order every month that needs to be placed through the special link on your site. In case that minimum order is not met the sales order received through your account will keep on accruing and the company will add the same to the further sales. The payment will be processed once the minimum referral order sales are met.

Please note that the referral fees will be processed as per the payment mode / details mentioned by you in your affiliate account ('My Account' section) as on the 1st of every month. In case you change your payment mode / details after the 1st of the month, the new payment details will be applicable from next month's payment cycle.

The referral fee payable to you is inclusive of all taxes including goods service tax or other tax or levy that you may be required to remit in connection with such services.  If we deduct or withhold income taxes from referral fees payable to you, we will issue to you the relevant withholding tax certificate evidencing deposit of the taxes with the relevant regulatory authorities. If you provide us with a nil or reduced withholding tax certificate, we will apply such nil or reduced tax rate as the applicable withholding tax rate on referral fees payable to you. You hereby agree that you will not pursue any claim against Brahmatells or any of its affiliates, and hereby waive all such claims you may now or in the future have, in respect of any income taxes Brahmatells deposits with a relevant taxing authority pursuant to the this Operating Agreement.

8. Non-GST Declaration Letter
a. Requirement to seek registration by the affiliates
Section 22(1) of the CGST Act provides relief to certain categories of suppliers, engaged in the supply of taxable goods or services, from the requirement of obtaining registration under the Act, determined by the aggregate value of taxable turnover in a financial year.
In the event that a supplier does not exceed the threshold of aggregate turnover of Rs 20 Lakhs or Rs 10 Lakhs (as the case may be), such supplier is not bound to obtain registration under the CGST Act and may conduct its business operations as an unregistered supplier.  Therefore, the taxability of the supplies received from unregistered suppliers would be governed by the provisions of section 9(4) of the CGST Act, whereby the onus to discharge the tax liability on such supplies vests on the recipient under reverse charge mechanism in respect of specific services only.
However, it may be noted that the services in nature of facilitation being undertaken by the affiliates are not notified for the purpose of levy of GST under reverse charge mechanism on the service recipient. Hence, no liability would arise in the hands of FKN.
b. Documentation requirement
According to the provisions of section 31(2) of the CGST Act, every registered person rendering taxable service is obligated to issue a tax invoice to the recipient of such service, with appropriate declarations as required thereunder. Accordingly, Brahmatells should seek to obtain invoice with GST from the registered service providers.
Further, Brahmatells being the recipient of services, is eligible to avail the credit of the taxes that may be levied by the supplier of service, only under the possession of a valid tax invoice, in terms of provisions of section 16 of the CGST Act, failing which, tax credit to that extent would be lost in the hands of Brahmatells
c. GST Clauses in the 'Terms and Conditions'
Further, it is imperative that the 'Terms and Conditions' of the program be amended in a manner so as to encapsulate the following:
All the affiliates who are registered under the GST Law would be mandatorily required to issue a tax invoice for the supply of service under the 'Affiliate Program'
Affiliates who are not required to be registered under the GST Law, would not be required to issue a tax invoice under the said program but could issue a commercial invoice along with declaration letter for the same.

 

9. 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 (Please visit https://www.brahmatells.com/termCond). 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.

10. Identifying Yourself as an Affiliate

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). Any such activity will lead to suspension of your account and/or withholding of payment of any accrued and future commissions as being in violation of this Agreement.

11. Links on Your Site

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.

12. 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 site. For example, you will be solely responsible for:

o The technical operation of your site and all related equipment
o 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)
o Creating and posting Product descriptions on your site and linking those descriptions to the Brahmatells Site catalog
o 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)
o 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)
o Ensuring that materials posted on your site are not libelous or otherwise illegal
o Ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.
o 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.

 

13. 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 email and all other anti-spam laws.

14. Term of the Agreement

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 Brahmatells 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 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 Brahmatells 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.

15. Modification

We may modify any of the terms and conditions contained in this Agreement, without prior notice at any time and in our sole discretion, by posting a change notice or a new agreement on the Brahmatells 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 Brahmatells site will constitute binding acceptance of the change.

16. 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 site or otherwise, that reasonably would contradict anything in this clause.

17. 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.

18. Disclaimers

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 Brahmatells Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

19. 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 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.

20. Disputes

Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules in the Indian Law. The arbitration shall be conducted by a single arbitrator, selected in accordance with the rules in the Indian Law, and judgement on the arbitration award may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, either party has the right to seek any interim or preliminary relief from a court of competent jurisdiction in New-Delhi in order to protect the rights of such party pending the completion of any arbitration hereunder, and both parties agree to submit to the exclusive jurisdiction of the courts of India and venue in New-Delhi for any such proceeding.

21. Miscellaneous

These Terms of Service will be governed by and construed in accordance with the laws of India without giving effect to any choice of law principles that would require the application of the laws of a different state. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms of Service or Privacy Policy to be unenforceable or invalid, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law, and the remainder of the Terms of Service or Privacy Policy, as applicable, will continue in full force and effect. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Any waiver of any provision of the Terms of Service will be effective only if in writing and signed by Brahmatells.com. These Terms of Service constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter(s).