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AFFILIATE PROGRAM AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

1. OVERVIEW

This Direct Affiliate Program Agreement (this "Agreement") is entered into by and between NETWADI.com, a NetWadi Technologies Pvt, Ltd ("NETWADI") and you, and is made effective as of the date of electronic acceptance.  This Agreement sets forth the terms and conditions of your use of the Direct Affiliate Program (the "Direct Affiliate Program" or the "Services").

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with NETWADI's Terms of Service Agreement, which is incorporated herein by reference.

The terms "we", "us" or "our" shall refer to NETWADI.  The terms "you", "your", "User", "customer" or "Affiliate" shall refer to any individual or entity who accepts this Agreement.  Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

NETWADI, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the NETWADI website (this "Site").  You acknowledge and agree that (i) NETWADI may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the "Last Revised" date at the top of this page) shall constitute your acceptance of this Agreement as last revised.  If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site.  In addition, NETWADI may occasionally notify you of changes or modifications to this Agreement by email.  It is therefore very important that you keep your account ("Account") information, including your email address, current. NETWADI assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.

2. DESCRIPTION OF THE PROGRAM

NETWADI grants you a non-exclusive, non-transferable limited license to use the Direct Affiliate Program in accordance with the terms and conditions set forth herein.

The Direct Affiliate Program allows you to provide a platform for advertising NETWADI via your "Web Site" or "Publishing Location" (such as an electronic newsletter or blog), thereby driving traffic to NETWADI's Web Site or Web Site content, whereby you may earn a portion of the revenue generated (a "Commission Payment") if a person or entity that is not you (a "Visitor") purchases a NETWADI product or service after being referred to NETWADI's Web Site or Web Site content from an internet hyperlink (a "Link") contained on your Web Site or Publishing Location.

After being referred to NETWADI's Web Site or Web Site content from a Link contained on your Web Site or Publishing Location, Visitors have forty-five (45) days to complete their purchase in order for you to receive a Commission Payment.  Please note that you will only receive a Commission Payment for purchases completed through your Web Site or Publishing Location’s Link; subsequent purchases made by the same Visitor (by accessing NETWADI’s Web Site directly) will not be commissionable.  Additionally, should the Visitor click on another Web Site or Publishing Location's Link that is not controlled by you, or return to the NETWADI Web Site via another source-coded advertising Link during the initial forty-five (45) days, your Link will be overwritten and you will not receive a Commission Payment for that Visitor's purchase. All NETWADI products and services will be eligible for a Commission Payment except for: Sunrise/Landrush domain registrations, memberships or maintenance plans; additional disk space and bandwidth renewals; Plesk control panel; photos or photo-related products; posters; die-cast cars; or gift cards.

You acknowledge and agree that only purchases completed through NETWADI's Web Site or Web Site content will be eligible for a Commission Payment.  No purchases taken or completed over the telephone will be eligible for a Commission Payment.  You are not eligible for a Commission Payment on purchases made by you, your employees, agents, representatives, or contractors.

3. WEB SITE AND PUBLISHING LOCATION RESTRICTIONS

You acknowledge and agree that your Web Site or Publishing Location shall not (and shall not enable others to):

  1. Engage in (a) sending unsolicited commercial email ("spam") or (b) indiscriminate advertising;
  2. Fail to comply with the CAN-SPAM Act of 2003 (Public Law 108-187) or other applicable laws regulating commercial email;
  3. Collect personal information about minors without their parent's prior written consent;
  4. Contain pornographic or obscene content, tasteless images, or excessively violent or hate-related material, as determined by NETWADI in its sole and absolute discretion;
  5. Encourage the use of a controlled substance;
  6. Encourage unlawful behavior;
  7. Display, promote or sell illegal content, or offer any illegal product or service;
  8. Violate any applicable law;
  9. Contain any false, inaccurate, misleading, defamatory, slanderous or libelous content or statements;
  10. Advocate, promote, or encourage violence or discrimination against any person, organization, or governmental entity;
  11. Contain Links to Web Sites containing the serial numbers for unlocking software illegally, pyramid schemes, or impersonations of another person or organization; or
  12. Contain Links to Web Sites containing any of the aforementioned content.

In addition, you acknowledge and agree you shall not:

  1. Copy, alter or modify any icons, buttons, banners, graphics, files, or content contained in NETWADI's Links, including but not limited to removing or altering any copyright or trademark notices.  You recognize that NETWADI owns all rights in and to all information regarding the Visitors that you refer to NETWADI's Web Site or Web Site content.
  2. Enter into any arrangement or agreement under which a third party pays you fees or shares in any revenues or royalties for any search results displayed on your Web Site.
  3. Alter the NETWADI approved tracking codes to allow you to (a) collect personally identifiable information of Visitors that would allow you to personally identify Visitors, or (b) obscure the site from which the Visitor is referred, including the use of link cloaking, asp/php redirects, and/or link shortening services not provided by NETWADI.
  4. Allow your Web Site or Publishing Location be a downloadable or internet accessible application, as determined by NETWADI in its sole and absolute discretion.
  5. Use a NETWADI.com look-a-like site that suggests or gives the Visitor the impression that your Web Site or Publishing Location is affiliated with NETWADI.com. Your Web Site or Publishing Location shall not in any way copy or resemble the look and feel of NETWADI's Web Site or Web Site content, and you shall not create the impression that your Web Site or Publishing Location is part of NETWADI's network of Web Sites.  This includes using NETWADI's trademarks, trade names, or any variations or misspellings thereof, in your URL, business name, or site name.  You shall not "frame" or permit the "framing" of any page of NETWADI's network of Web Sites.
  6. Cause any purchases to be made that are not in good faith, including, but not limited to, using any method, device, program, robot iframes, or hidden frames.  Multiple purchases from the same individual, entity or IP address may be considered non–bona fide purchases. Non-bona fide purchases shall not be eligible for Commission Payments.
  7. Do anything to give the impression to anyone that you are an Internet Corporation for Assigned Names and Numbers ("ICANN") approved registrar.
  8. Engage in activities, whether lawful or unlawful, that NETWADI determines, in its sole and absolute discretion, to be harmful to NETWADI or its customers, employees, operations, or reputation.
  9. Purchase or generate traffic to your Web Site or Publishing Location by any of the following methods: listing on newsgroups, bulk emailing, icq postings, chatroom postings, iframes, zero pixel frames, hitbots, clickbots, spiders, cgi-scripts, JavaScript®, click farms, Flash®, forum posts, cookie stuffing, auction listings, banner/traffic exchanges, PPC search on terms trademarked by NETWADI, or any other similar method.

You acknowledge and agree that NETWADI may terminate your Services (a) if you, your Web Site or your Publishing Location violates, as determined by NETWADI in its sole and absolute discretion, any of the aforementioned restrictions or additional restrictions, (b) for non-payment of fees, including the Administrative Fee (as hereinafter defined), and/or (c) if your Web Site or Publishing Location is not live, is under construction, or is a personal homepage or other personal site.

4. CALCULATION OF COMMISSION PAYMENTS

Commission Payments Generally

NETWADI shall use commercially reasonable efforts to provide you with accurate daily estimates of the revenue your Web Site or Publishing Location generates. You acknowledge and agree that any daily estimates do not represent an exact determination of your Commission Payment and the exact amount of your Commission Payment, as determined at the end of the applicable revenue generating period, may be different. Additionally, in calculating your Commission Payment, amounts may include fractions of a paisa. NETWADI shall use commercially reasonable efforts to round these amounts to the nearest cent in a manner so as to benefit you. However, you acknowledge and agree that in calculating your Commission Payment NETWADI's determination regarding the same shall be the final and binding determination. Upon your cancellation of the Services, you acknowledge and agree that NETWADI has the right to charge you the lesser of (i) Fifteen Hundred Rupees (Rs1500.00) or (ii) the unpaid funds remaining in your Direct Affiliate Program account as an "Administrative Fee" in connection with your cancellation of the Services. Any funds remaining in your Direct Affiliate Program account after the deduction of the Administrative Fee shall be paid to you in accordance with your selected payment option.

The commission structure (the "Commission Structure") for the Direct Affiliate Program shall be based on the total checkout amount in the Visitor's shopping cart after any applicable product discounts or exclusions.  The Commission Structure may be comprised of (i) a percentage rate per product or service, (ii) a fixed amount per product or service, or (iii) a combination of both.

The Commission Structure may vary depending on whether the Visitor is a new NETWADI customer or an existing customer.  "New Customer" is defined as a Visitor that makes a purchase using a NETWADI account that (i) does not include an email address or payment method that is attached to another NETWADI account, and (ii) has never placed an order prior to the order placed at the time of referral.

In addition, the Commission Structure may vary by Affiliate.  The Commission Structure applicable to you may be found by signing into your application management interface (your "NETWADI Affiliate Manager"). NETWADI expressly reserves the right to change or modify the Commission Structure at any time, and such changes or modifications shall be effective immediately upon posting to your NETWADI Affiliate Manager without need for further notice to you.

NETWADI will hold the initial Commission Payment on orders for all products and services for sixty (60) days from the purchase date.  After this time, Commission Payments will be paid out in accordance with the provisions below and will represent Commission Payments earned in the immediately preceding month or quarter, as the case may be, less any applicable fees and/or chargebacks. Commission Payments may be debited or withheld on any orders refunded by NETWADI or charged back by the issuing bank (for fraud or any other reason).

NETWADI reserves the right to extend the payment date on orders suspected of fraudulent or abusive activity.

Commission Payments for Domestic Affiliates (Affiliates Based in the Pakistan.)

The payout date is the date that the Commission Payment is sent to you. Commission Payments may be paid by direct deposit, PayPal®, EasyPaisa or check.

i. Direct Deposit

Should you choose to utilize direct deposit, you understand it is your responsibility to provide a valid Pakistani bank account number and the related direct deposit information by signing into your NETWADI Affiliate Manager. Failure to provide a valid direct deposit account will cause your Commission Payments to be withheld pending receipt by NETWADI of proper direct deposit instructions. You can find the instructions on how to set up a direct deposit account at any time by clicking on the "Settings" tab in your NETWADI Affiliate Manager.

Domestic Affiliates utilizing direct deposit hereby authorize NETWADI to initiate and post credit (positive) entries for Commission Payments to the direct deposit account. Domestic Affiliates understand that the amount initiated and posted to the direct deposit account on a monthly basis will represent Commission Payments earned in the immediately preceding month (subject to the sixty (60) day holding period described above), less any applicable fees and/or chargebacks. Commission Payments may be debited or withheld on any orders refunded by NETWADI or charged back by the issuing bank (for fraud or any other reason). Domestic Affiliates utilizing direct deposit will be paid out monthly on the twenty fifth (25th) day of the month.  Should the twenty-fifth (25th) day of the month fall on a Saturday, the payout date will be on the previous business day.  Should the twenty fifth (25th) day of the month fall on a Sunday or holiday, the payout date will be on the next business day.

The authority granted to NETWADI by the direct deposit account owner will remain in full force and effect until (a) NETWADI or the depository institution has received written notification from the direct deposit account owner that such authority has been revoked, but in any event, such written notification shall afford NETWADI or the depository institution a reasonable opportunity to act on such revocation, or (b) until the termination of this Agreement.

ii. PayPal

Domestic Affiliates utilizing PayPal will be paid out monthly on the twenty fifth (25th) day of the month. Should the twenty fifth (25th) day of the month fall on a Saturday, the payout date will be on the previous business day. Should the twenty fifth (25th) day of the month fall on a Sunday or holiday, the payout date will be on the next business day. If the payment amount exceeds $20,000.00, it will be split into two PayPal payment transactions. Please refer to the PayPal account set-up requirements for your country, which may be found here, to ensure your PayPal account has the ability to receive payments from third parties. Transaction fees for PayPal will be the responsibility of NETWADI and will not be deducted from your Commission Payment.

iii. EasyPaisa

Domestic Affiliates utilizing NETWADI's "EasyPaisa" program will be paid out monthly on the twenty fifth (25th) day of the month.  Should the twenty fifth (25th) day of the month fall on a Saturday, the payout date will be on the previous business day.  Should the twenty fifth (25th) day of the month fall on a Sunday or holiday, the payout date will be on the next business day.  A One Thousand Rupees (Rs 1000.00) minimum threshold is required before payment will be made to those accounts.

iv. Check

Domestic Affiliates who fail to choose direct deposit, PayPal or EasyPaisa as their payment option will receive their Commission Payment via paper check, which shall be mailed out monthly on the twenty fifth (25th) day of the month. Should the twenty fifth (25th) day of the month fall on a Saturday, checks will be mailed out on the previous business day.  Should the twenty fifth (25th) day of the month fall on a Sunday or holiday, checks will be mailed out on the next business day. A Five Thousand Rupees (Rs 5000.00) minimum threshold is required before a check will be issued. Domestic Affiliates receiving Commission Payments via paper check acknowledge and agree that a Five Hundred Rupees (Rs 500.00) check processing fee will be levied each time a Commission Payment check is printed.

Commission Payments for International Affiliates (Affiliates Based Outside the Pakistan.)

The payout date is the date that the Commission Payment is sent to you. Commission Payments may be paid by PayPal®.

i. PayPal

International Affiliates utilizing PayPal will be paid out monthly on the twenty fifth (25th) day of the month. Should the twenty fifth (25th) day of the month fall on a Saturday, the payout date will be on the previous business day. Should the twenty fifth (25th) day of the month fall on a Sunday or holiday, the payout date will be on the next business day. A Twenty-Five Dollar ($25.00) minimum threshold is required before payment will be made to those accounts. If the payment amount exceeds $20,000.00, it will be split into two PayPal payment transactions. Please refer to the PayPal account set-up requirements for your country, which may be found here, to ensure your PayPal account has the ability to receive payments from third parties. Transaction fees for PayPal will be the responsibility of NETWADI and will not be deducted from your Commission Payment.

Coupon Codes

You acknowledge and agree that NETWADI only has an obligation to make Commission Payments on purchases utilizing coupon codes that are supplied to you through your NETWADI Affiliate Manager.  Pending Commission Payments earned on purchases in violation of the foregoing will be reversed.  NETWADI does not make Commission Payments on purchases made by Visitors with the following coupon codes: a coupon code not supplied to you through your NETWADI Affiliate Manager, a coupon code from an internal NETWADI code or private discount code, a coupon code supplied in NETWADI customer emails, a coupon code supplied through other programs such as "Commission Junction", or any coupon that states on its landing page that it is "not compatible with the Direct Affiliate Program."    

5. AFFILIATE OBLIGATIONS, REPRESENTATIONS AND WARRANTIES

Privacy Obligations

You agree that you will post your privacy policy on your Web site or Publishing Location and otherwise make it available to all Visitors.  Your privacy policy must comply with all applicable laws and regulations regarding the privacy of Visitor information, be commercially reasonable, and fully and accurately disclose your collection and use of Visitor information.  In addition, you must fully and accurately disclose your use of third party technology, including NETWADI's tracking technology, use of cookies, and options for discontinuing use of such cookies.

Indemnification Obligations

Affiliate covenants and agrees to indemnify and hold harmless NETWADI from and against any and all claims, damages, losses, penalties, costs, expenses and fees (including without limitation reasonable attorneys' fees) (collectively, "Claims") arising out of or in connection with (i) Affiliate's breach of or non-compliance with this Agreement, (ii) Affiliate's use of the Services, (iii) Affiliate's violation or alleged violation of any applicable law, (iv) Affiliate's violation or alleged violation of any rights of another, including violation of a person's or entity's intellectual property rights, (v) any products or services offered, sold or otherwise made available by Affiliate on Affiliate's Web Site or Publishing Location, (vi) Affiliate's acts or omissions in using, displaying or distributing any Links obtained from the Direct Affiliate Program or elsewhere, including but not limited to Affiliate's use of Links via email distribution, or (vii) any assertion that NETWADI is obligated to pay taxes in connection with a Commission Payment made by NETWADI to Affiliate pursuant to this Agreement.  In the context of this Section only, the term "NETWADI" shall include NETWADI's officers, directors, employees, agents, representatives, contractors, and any entity that controls, is controlled by, or is under common control with, NETWADI.  Affiliate's indemnification obligations set forth in this Section shall survive the expiration or termination of this Agreement.

6. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns.

7. AVAILABILITY OF DIRECT AFFILIATE PROGRAM

Subject to the terms and conditions of this Agreement and NETWADI's policies and procedures, NETWADI shall use commercially reasonable efforts to attempt to provide the Direct Affiliate Program on a twenty-four (24) hours a day, seven (7) days a week basis throughout the term of this Agreement. You acknowledge and agree that from time to time the Direct Affiliate Program may be inaccessible or inoperable for any reason, including, without limitation:

  1. Equipment malfunctions;
  2. Periodic maintenance, repairs or replacements that NETWADI may undertake from time to time; or
  3. Causes beyond the reasonable control of NETWADI or that are not reasonably foreseeable by NETWADI, including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.

You acknowledge and agree that NETWADI has no control over the availability of the Direct Affiliate Program on a continuous or uninterrupted basis, and assumes no liability to you or any other party with regard thereto.

8.NETWADI'S RIGHTS AND REMEDIES

NETWADI explicitly reserves the right, in its sole and absolute discretion, to:

  1. Modify the pricing, fees (including the Administrative Fee), thresholds, payouts, Links, or any terms and conditions of the Direct Affiliate Program without advance notice, if desired by NETWADI;
  2. Establish limits and guidelines concerning the use of the Direct Affiliate Program; and
  3. Terminate your license to use the Direct Affiliate Program if your use of the Direct Affiliate Program is in violation of the terms and conditions of this Agreement.

If NETWADI terminates your license to use the Direct Affiliate Program, NETWADI may, in its sole and absolute discretion, remove and destroy any data and files stored by you on its servers. NETWADI has no obligation to monitor your use of the Direct Affiliate Program, but reserves the right to do so.

Notwithstanding anything to the contrary in this Agreement, in addition to any and all other rights and remedies to which NETWADI is entitled, NETWADI specifically reserves the right to:

  1. Terminate the Direct Affiliate Program at any time for any reason.
  2. Terminate your license to use the Direct Affiliate Program at any time for any reason. If your license is terminated, NETWADI will make any Commission Payments from validly generated purchases from your Web Site or Publishing Location which accrue before the termination date. NETWADI will not make any Commission Payments which accrue after the termination date. You acknowledge and agree that the determination as to whether a purchase was "validly generated" from your Web Site or Publishing Location shall be made in NETWADI's sole and absolute discretion.  If you are terminated and removed from the Direct Affiliate Program, you may appeal at [email protected].
  3. Suspend your license to use the Direct Affiliate Program at any time for any reason.  If your license is suspended, you will not receive any Commission Payments during your suspension period, whether such Commission Payments accrued before or during your suspension period.  After completion of an internal investigation, if you are allowed back into the Direct Affiliate Program, NETWADI will make any Commission Payments from validly generated purchases from your Web Site or Publishing Location which accrued before or during your suspension period.  You acknowledge and agree that the determination as to whether a purchase was "validly generated" from your Web Site or Publishing Location shall be made in NETWADI's sole and absolute discretion.
  4. Require the forfeiture of any previously earned revenue in connection with the Services, which has been paid or yet to be paid on any purchases you generated or assisted in generating during any times when you are in violation of this Agreement.
  5. Deactivate any and all accounts and domains that NETWADI believes, in its sole and absolute discretion, to be violating the terms and conditions of this Agreement.

9. TRADEMARKS

You acknowledge and agree that the Direct Affiliate Program, the names, trademarks, and logos of NETWADI, and all related product and service names, design marks and slogans, including misspellings and variations (the "NETWADI Trademarks"), are the sole and exclusive property of NETWADI, and your use of the NETWADI Trademarks shall inure to the benefit of NETWADI.  You are not authorized to use the NETWADI Trademarks in any advertising, publicity, or other commercial venture except by displaying in an unaltered state the icons, buttons, banners, graphics, files, or content contained in NETWADI's Links as provided in this Agreement.

You agree not to utilize, advertise, or otherwise promote any mark of NETWADI in the headline or description copy associated with pay-for-placement search engines or paid search engine advertising and you may not bid on any mark of NETWADI on any pay-for-placement search engines.

10. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY

The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein.  Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement.  If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

11. DEFINITIONS; CONFLICTS

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement.  In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the provisions of this Agreement shall control.

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