Affiliate Program Terms and Conditions
This Affiliate Program Participation Agreement (the “Agreement”) contains the terms and conditions that govern your participation in the Affiliate Program (the “Program”) of ViaTerra Travel Gear Private Limited (“ViaTerra Gear”, also referred to as “we”, “us” or “our” in this Agreement) . The terms “You” or “your” or “Affiliate”, when used in this Agreement, mean the person who becomes a participant in the Program pursuant to this Agreement.
Please read the entire Agreement carefully before registering for the Program. By registering for the Program, or digitally signing this agreement (a) agree to abide by and be bound by the terms and conditions of the Program and this Agreement, as applicable and in force from time to time; (b) confirm that you have agreed to the same after independently evaluating the terms and conditions, without relying on any representations, guarantees or statements of ViaTerra Gear other than as expressly set out in this Agreement; (c) represent and warrant that you have the authority and position to lawfully enter into contracts and this Agreement will be valid and binding against you.
1. Approval or Rejection of the Application
1.1. You can apply to become a part of the Program by submitting an application to us in the format provided by us (each an “Affiliate Program Application”). We reserve the right to approve or reject ANY Affiliate Program Application in our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program Application.
1.2 You hereby state and confirm that all details and information submitted by you towards enrollment and registration for the Program is accurate, genuine and correct. You must ensure that all contact information provided is at all times up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Agreement to the email address most recently associated with your Program 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and other communications sent to that email address, even if the email address associated with your account is no longer current.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 hereby expressly agree such emails and/or other electronic communications, including but not limited to notices displayed on the ViaTerra Site shall be considered as valid notices/information as if shared via post, courier or handed over in person.
2. Purpose and Scope
2.1 The purpose of this Program is solely to permit you to advertise the ViaTerra Site and/or any of the products sold by us on any of Your Sites, and subject to compliance with the terms of this Agreement, receive an advertising fees (as per the rates mentioned in this Agreement, as applicable from time to time) on Qualified Purchases made by end-users using the website links generated exclusively for You through the Affiliate Dashboard on the ViaTerra Site (“Your Unique Link(s)”).
2.2 For the purposes of this Agreement:
(a) “ViaTerra Site” means the website through which ViaTerra Gear operates its online business (www.viaterragear.com);
(b) “Your site” means any website(s), any software application(s) and any mobile application, including, but not limited to, any social media platforms – Instagram, Youtube, Facebook etc., that you use to share content in any form or manner;
(c) “Qualified Purchase(s)” means a purchase of an Eligible Product by a person on the ViaTerra Site through Your Unique Link that is successfully completed and fully paid for, but shall exclude: (i) any order/purchase that is subsequently cancelled, returned, refunded, rejected or charged back; (ii) any purchase made after the termination of this Agreement; (iii) any order placed by You or any person acting for or on Your behalf; (iv) any order that is not correctly tracked or reported because of any error in formatting or sharing of Your Unique Link; and (v) any order directed from a website, link or other source that is in violation of the terms of this Agreement or applicable law.
(d) “Eligible Product” means a product that is included in the list at Paragraph 3.1 below on which You will be eligible to receive Advertising Fees as per the terms mentioned in this Agreement.
2.3 After you have been notified that you have been accepted into the Program, you may display Your Unique Links on Your Sites, subject to making necessary disclosures, declarations and other compliances as per the requirements of applicable laws and the operating procedures/protocols of the relevant platform, website, software or application. You will be solely responsible for Your Sites, including with respect to the use of Your Unique Links on Your Sites. There shall be no implied or actual liability of any nature whatsoever on Us in respect of any matter arising from or in relation to any such usage or other matter with respect to any of Your Sites.
2.4 We reserve the right to reject orders that do not comply with any requirements of the ViaTerra Site, as applicable from time to time.
2.5 Qualified Purchases arising from Your Unique Links will be tracked and reported using our internal systems and displayed for tracking by you on your Affiliate Dashboard. It is expressly clarified that the order tracking, information and advertising fee accrual information shared by Us shall be done in accordance with the terms of this Agreement and will be final and binding. This data shall not be subject to challenge or correction, save and except in case you are able to show sufficient evidence of a system calculation error to our satisfaction.
3. Fee Schedule and Terms of Payment
3.1 Subject to the terms of this Agreement, the advertising fees payable to you in respect of Qualified Purchases of the following Eligible Products (“Advertising Fees”) shall be as follows:
|S. No.||Eligible Product||Advertising Fees|
|1.||Luggage & Hard Parts||10% of product value|
|2.||Riding Apparel||10% of product value|
|3.||Gloves||10% of product value|
|4.||Accessories||10% of product value|
Provided that for the purpose of determining value of the product on which Advertising Fees is payable all taxes and levies charged (including, but not limited to Goods and Service Tax) shall be excluded.
3.2 Advertising fees will be paid to you on a monthly basis and the funds will be released by 15th of the following month, subject to your having accrued Advertising Fees of at least INR 5000/- (Indian Rupees Five Thousand only) (“Minimum Payout Threshold”). If the Advertising Fees accrued in a month is less than the Minimum Payout Threshold, the Advertising Fees earned by you will continue to accrue in the following months until the aggregate is greater than the Minimum Payout Threshold. In such cases, payment of Advertising Fees will be done in the month following the month in which the Minimum Payout Threshold is achieved.
3.3 The Advertising Fees payable to you shall be subject to withholding and deductions as required under applicable law, including TDS requirements.
3.4 The Advertising Fees payable to you is inclusive of all taxes including applicable service tax or goods and services tax or other tax or levy that you may be required to remit in connection with such services. If required by us, you will raise a valid invoice under applicable law(s) and regulations and report the same in the relevant filings/returns within the prescribed time limit so that ViaTerra can take input tax credit of the taxes paid.
3.5 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 Agreement.
4. Affiliate Links
You will generate and use Your Unique Links for affiliate marketing exclusively through our portal on the ViaTerra Site. You can then use the links so created on your website, or social media platforms subject to the terms and conditions of this Agreement.
5. Coupon and Deal Sites
ViaTerra Gear occasionally offers coupons to select affiliates and to our newsletter subscribers. If you’re not pre-approved / assigned a branded coupon, then you’re not allowed to promote the coupon. Below are the terms that apply for any affiliate who is considering the promotion of our products in relation to a deal or coupon:
- Affiliates may not use misleading text on affiliate links, buttons or images to imply that anything besides currently authorized deals to the specific affiliate.
- Affiliates may not bid on ViaTerra Gear Coupons, ViaTerra Gear Discounts or other phrases implying coupons are available.
6. Pay Per Click (PPC) Policy
PPC bidding is NOT allowed without prior written permission.
7. Limitation of Liability
7.1 While we endeavor to ensure accurate running and operation of programs for tracking and monitoring affiliate revenue generation, ViaTerra Gear will not be liable for indirect, special or consequential damages (loss of revenue, fees, commissions, expenses etc.) due to affiliate tracking failures, loss of database files, or any results of intents of harm to the Program and/or to our website(s). We do not make any expressed or implied warranties with respect to the Program. We make no claim that the operation of the Program and/or our website(s) will be error-free and we will not be liable for any interruptions or errors.
7.2 If, for any reason, any liability for direct or indirect damages is finally determined to be borne by ViaTerra by an appropriate court having jurisdiction over a legal and tenable claim, such liability shall not, in any event, exceed the amount of Advertising Fees paid to you by ViaTerra in the period of 6 months immediately preceding the date on which the event giving rise to such claim occurred.
8.1 You hereby expressly acknowledge that the terms of this Agreement and any interaction/communication with ViaTerra Gear or any of our representatives for or in connection with the matters arising here from constitute confidential information that shall not be shared with any other person during or after the term of this Agreement, save and except where required under applicable law. Any disclosure of such confidential information by You to any third party, other than in respect of a mandatory affiliate partnership disclosure required on a website/platform or where obliged under law, shall constitute a breach of confidentiality that could cause grievous loss and harm to ViaTerra Gear
8.2 You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your performance under this Agreement to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and/ or comply with any of their orders, instructions or directions or to fulfill any requirements under applicable laws.
9. Term and Termination
9.1 The term of this Agreement begins upon your acceptance in the Program and will end when your Affiliate account or this Agreement is terminated.
9.2 This Agreement can be terminated by either party at any time, with or without cause, by giving written notice to the other party. Additionally, ViaTerra reserves the right to suspend or terminate your participation in Your affiliate application and status in the Program may be suspended or terminated for any of the following reasons:
- Failure to inform the audience about the affiliate relationship with the brand, where required to do so by the terms of the relevant website platform or under applicable law;
- Inappropriate advertisements (false claims, misleading hyperlinks, etc.).
- Spamming (mass email, mass newsgroup posting, etc.).
- Advertising on sites containing or promoting illegal activities.
- Failure to disclose the affiliate relationship for any promotion that qualifies as an endorsement.
- Violation of intellectual property rights. ViaTerra Gear reserves the right to require license agreements from those who employ trademarks of ViaTerra Gear in order to protect our intellectual property rights.
- Offering rebates, coupons, or other forms of promised kick-backs from your affiliate commission as an incentive. Bundling other products with ViaTerra Gear, however, is acceptable.
- Self referrals, fraudulent transactions, suspected Affiliate fraud.
9.3 Termination of this Agreement shall not affect any liability owed by You to Us that has accrued prior to the date of such termination.
9.4 Notwithstanding any termination of this Agreement, the provisions of Paragraphs 7, 8, 9.3, 11, 13 and this Paragraph 9.4 shall survive and continue to be binding on the parties.
10. Independent Contractor
It is expressly clarified that the relationship arising between You and Us pursuant to this Agreement is purely that of independent contractors, and nothing in this Agreement or any other documentation or conversations exchanged will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You do not have 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 directly or indirectly, contradicts or may contradict anything in this section or mislead someone in respect of the nature and scope of the relationship between You and Us pursuant to this Agreement. You must, however, clearly state and disclose the affiliate fees earning relationship to your audience/customers as required by the terms of websites/platforms or under applicable law.
We reserve all right, title and interest (including all intellectual property and proprietary rights) in and to the Trademark and other intellectual property of or related to ViaTerra Gear, the Program, Your Unique Links, the ViaTerra Site and any and all other content and/or intellectual property that is in anyway connected to ViaTerra Gear, our business and/or the execution and fulfilment of this Program. You do not acquire any license or ownership interest or rights in any form whatsoever in respect of any of the above.
11.1 Affiliate shall indemnify and hold harmless ViaTerra Gear and its affiliate and subsidiary companies, officers, directors, employees, licensees, successors and assigns, including those licensed or authorized by ViaTerra Gear to transmit and distribute materials, from any and all liabilities, damages, fines, judgments, claims, costs, losses, and expenses (including reasonable legal fees and costs) arising out of or related to any and all claims sustained in connection with or arising from this Agreement.
11.2 Affiliate shall indemnify and hold harmless ViaTerra Gear and its affiliate and subsidiary companies, officers, directors, employees, licensees, successors and assigns, from any and all liabilities, damages, claims, costs, losses, and expenses (including reasonable legal fees and costs) arising out of or related to any false or misleading publicity, defamation or other malicious actions on the part of the Affiliate that affects the reputation and/or goodwill of ViaTerra Gear.
11.3 It is expressly clarified, that if you violate any terms of this Agreement by authorizing, assisting, encouraging, or facilitating another person or entity to take any action that could directly or indirectly give rise to a breach of any of the terms of this Agreement, you will be deemed to have taken the action yourself and will be directly liable for the same.
We may modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice or revised agreement on the ViaTerra Site or by sending notice of such modification to you by email to the email address provided in your Affiliate account information and any such change will be effective on the date so notified/posted on the ViaTerra Site. By continuing to participate in the Program after the date of any such modification/amendment, you are deemed to have agreed and accepted such amended terms, which shall become binding as the terms of this Agreement thereafter. At the time of each such deemed acceptance it shall be assumed that you continue to provide the same representations and warranties with regards to capacity to contract and other relevant matters as provided at the time of initial registration for the Program. If any of such modified terms and conditions are not acceptable to you, your only recourse will be to terminate this Agreement.
13. Governing Law, Jurisdiction, and Attorney Fees
This Agreement shall be governed by and construed in accordance with the applicable laws of India. Any dispute arising under or related in any way to this Agreement shall be subject to the exclusive jurisdiction of the courts at Nashik, Maharashtra.
In the event of litigation to enforce any provision of this Agreement, the prevailing party will be entitled to recover from the other party its costs and fees, including reasonable legal fees.
14.1 You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. However, we reserve the right to assign this Agreement to an affiliate or third party at our sole discretion. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
14.2 Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
14.3 The parties hereby expressly agree that in the event that any part of this Agreement is found to be invalid or unenforceable under applicable law, such finding shall not affect the validity and binding nature of other provisions of this Agreement. Further, in such cases, we will endeavor to identify an alternate provision for such an invalidated section that most closely achieves the intended objective of the relevant provision in a legal manner.