A. Various Terms used in the Affiliate Program.
1. Affiliates - A company or individual that participates in the Affiliate Program for the purposes of promoting LearnNext in an effort to earn performance-based compensation as a result of Qualifying Transactions.
2. Program - A performance-based marketing program operated by Helix that enables Affiliates to promote an LearnNext as set forth herein in exchange for certain performance-based consideration established in the applicable Program Terms.
3. Promo Codes – A self generated unique code that the affiliate can create himself that can be used for word of mouth promotion for LearnNext.
4. Tracker ID - Information that you receive from Helix to track the Qualifying Transactions you generate and attribute them to your account.
5. Promotional Content - Buttons, banners, widgets, text and other creative content that (i) are used by Affiliates to promote LearnNext, (ii) contain Links and (iii) are specific to a Program. Promotional Content may be provided to you by Helix, or created by you using Promotional Tools in accordance with the terms of this Agreement.
6. Promotional Method - The location where you place Promotional Content or the method by which you otherwise promote LearnNext using Promotional Content, including but not limited to content you create with the Promotional Tools.
7. Qualifying Transaction - Any activity by an end user solicited by the Affiliates that qualifies to receive compensation pursuant to the terms of this Agreement and the Program Terms that govern the applicable Program.
B. Affiliate Registration. Helix allows you to register online for the Affiliate Program and Programs in the Network to earn money by effectively promoting LearnNext to achieve Qualifying Transactions using approved Promotional Methods in accordance with the applicable Program Terms, the Code of Conduct, and this Agreement.
1. Registration. To participate in the Affiliate Program, you must submit a complete application using the online registration tools. You may not submit an application, if you or your accounts have been terminated by Helix at an earlier point in time. Helix will evaluate your application and notify you if Helix accepts or rejects it. Helix may, in its sole discretion, reject your application and terminate the agreement without assigning any reason. Participation in the Affiliate Program is limited to parties that lawfully can enter into contracts under applicable law. Being accepted to the Affiliate Program does not mean that you are accepted to any other Program of Helix. Your application to each Program must be made and has to be accepted separately by Helix. Unless you are accepted to a Program you are not allowed to promote its Promotional Content. You are not allowed to register more than one account, unless you have prior written approval from Helix.
2. Accurate Information. You agree to provide Helix with complete and accurate information about you (including your payment and tax information) and your Promotional Methods, and to maintain up-to-date account information. Helix has the right to confirm or otherwise verify or check, in its sole discretion, the truth and accuracy of any registration information at any time. In addition, Helix shall always reserve its right to use any personal information provided by you.
3. Account Security. You will be responsible for all activity on your account and for loss, theft, unauthorized disclosure of your password, claim from third parties of whatsoever nature, or otherwise. Besides, you shall provide us with prompt written notification of any known or suspected unauthorized use of your account or breach of the security of your account.
C. Your Participation in the Affiliate Program and Promoting LearnNext
1. Links. Helix will provide you with Links to promote LearnNext. You are not allowed to modify a Link unless it is specifically designed to be modified, and, then, only in accordance with the stated modification parameters. If the Links you use are not dynamically updated, you are obligated to update the Links upon notification.
2. Promotional Content. When you are accepted as Affiliate in a Program, Helix may provide you with pre-approved Promotional Content. You may not modify any Promotional Content that Helix provides without obtaining Helix's prior written permission. If you are unsure about your right to use or modify any Promotional Content, please contact Helix. If Helix instructs, you will stop using any Promotional Content provided to you or created by you. All Promotional Content that you create must comply with this Agreement, the Code of Conduct, all applicable laws and legal requirements including intellectual property laws, information technology laws, etc., and the applicable Program Terms.
3. Promotional Tools. When you are accepted as Affiliate in a Program, Helix may at its discretion provide you with Promotional Tools that you can use to create your own Promotional Content; for example Promo Codes that can be used for word of mouth promotion by you. Promotional Tools may have their own rules governing their use which you must accept before using them.
4. Approval for Links, Content and Tools. All Links and Promotional Content you use must be clearly recognizable as an advertisement for the relevant LearnNext. If you choose to create your own Promotional Content, you must get Helix's prior written approval for the Promotional Content. You must also secure permission before using any materials protected by third parties' intellectual or proprietary rights (including without limitation copyrights, trademark rights, patent rights and rights of publicity). Some Promotional Tools may also be used to create new tools and applications. If you create new tools and applications for use in the Affiliate Program or a Program, you must get Helix's prior written approval for the tools or applications.
5. Promotional Methods. To participate in one of the Programs in the Affiliate Program, you will comply with that Program's list of approved Promotional Methods in the Program Terms, and with the Helix Code of Conduct, in addition to the terms of this Agreement.
D. Tracking and Reporting
1. Tracking. For Helix to track Qualifying Transactions resulting from your Promotional Methods, you must include and maintain the official Helix Tracking Code provided to you by Helix within your Links. You will not modify the Tracking Codes in any Promotional Content.
2. Access to Tracking and Reporting Tools. Helix will provide you with access to tracking and reporting tools and other support services. Tracking details regarding transactions are not available on a real-time basis and there may be reporting delays regarding transactions.
E. Compensation. Subject to other provisions in this Agreement, the Code of Conduct and the Program Terms, you will be compensated for each Qualifying Transaction in accordance with the then-current payment schedule under the applicable Program Terms. The payments will be calculated based on Helix's tracking data, which is deemed definitive and shall control in the event of any tracking dispute. The fact that a Qualifying Transaction and a corresponding compensation amount is reported in the reports available to you via the Affiliate Program in the course of a month does not mean that this amount is due to you, as Helix will determine actual payments after each month. Besides, in case of multiple/conflicting claims by more than one Affiliate for compensation for a particular Qualifying Transaction, the decision of Helix shall be final. All payments to you shall be after deduction of all dues of Helix, if any and with applicable deduction of tax at source.
1. Payments.
a. Timing. Each month, Helix will issue to you any positive balance in your account for transactions reported for the previous month, provided that your payment and tax information is complete and correct and your account balance exceeds the required minimum account balance of 1000.00 INR. The number or amount of transactions, credits for payments and debits for chargeback and withholding as described below, as Helix calculates it, shall be final and binding on you.
b. Form of Payment. You can collect payments only by means of an account payee Cheque, in the currency that is determined by your country of residence. In the course of time we may add new modes of payment and depending on your account balance, not all payment methods may be available to you. The conversion rate will be determined in accordance with Helix's operating standards, using the rates prevailing on the date the Qualifying Transaction is completed.
2. Tax. The payment rate used for computing compensation paid to you is inclusive of any and all taxes owed by you. You are responsible for any taxes that may be due on the services provided by you. In no cases will any additional compensation be paid to you for taxes. If the withholding of any tax is required in respect of any payment to you, Helix will (i) withhold the applicable amount from such payment and (ii) pay such amount to the relevant authorities in accordance with any applicable laws in the relevant jurisdiction(s). Upon request from you, Helix will provide you the TDS/withholding tax certificate for the taxes deducted at source within reasonable time after the financial year end. You agree to complete and provide to us, or if required, to the applicable taxing authority, at least 10 days prior to the payment due date, such forms, certifications or other documents as may be reasonably requested by Helix, in order to reduce or exempt withholding taxes with respect to payments made to you when and where applicable by law. If it is later determined that Helix should have withheld and/or paid additional tax but did not withhold or pay such tax, then you shall pay the applicable tax and hold Helix harmless from any penalties or interest thereon.
3. Non-Payment, Withholding, Reversal and Chargebacks
a. Notwithstanding anything to the contrary herein, Helix shall have no duty to pay you for what would otherwise be Qualifying Transactions during any current or previous month when you were in breach of this Agreement, the Code of Conduct or applicable Program Terms.
b. Helix reserves the right to withhold your compensation for any and all previous months and compensation that you are accruing if Helix, in its sole discretion, has reason to believe that you or your Agent(s) have breached this Agreement, the Code of Conduct or the applicable Program Terms or have engaged in potentially fraudulent activities.
c. Helix will hold 25 % of your compensation to cover for any chargebacks which will be due to you after 3 (three) months subject to the terms and conditions of this agreement.
d. Helix may apply a debit to your account in an amount equal to a payment previously made to you or a compensation that has been credited to your account, but has not been paid out yet, if Helix determines, in its sole discretion, that there has been (i) duplicate entry or other clear error; (ii) non-bona fide transactions or other fraudulent activity; (iii) breach of, or other failure to complete or reversal of the Qualifying Transaction; or (iv) failure to comply with this Agreement, the applicable Program Terms or the Code of Conduct. Helix may apply a chargeback to your account at any time, including previous payment cycles.
4. Confidential Information
You fully understand and confirm that being an Affiliate of Helix you will be disclosed or get exposed to various confidential information of Helix including its trade secrets, intellectual properties, business models, etc. You shall not in any manner disclose or use such confidential information of Helix for any other purpose other than your performance under this Agreement. Your obligation of non-disclosure and non-use of the confidential information of Helix shall survive the termination of your relationship with Helix and shall subsist for a period of 5 years thereafter. In this regard you will be additionally required to execute appropriate Non-Disclosure Agreement in favour of Helix.
5. Non-solicit and non-compete obligations
During your relationship with Helix and for a period of one year thereafter you shall not (a) directly or indirectly solicit or entice away any of the employees or consultants of Helix for any employment, alternate employment or for any other purpose. For the purpose of this clause 4(a) the term employees or consultants of Helix shall mean any person who has been in the employment of Helix during the preceding period of 12 months from the point of solicitation; and (b) engage in any activity, which may amount to competition to the business or activities of Helix.
You understand that considering your special nature of relationship with Helix and the confidential information of Helix that will be exposed to you for your being the Affiliate of Helix, the restrictions imposed on you under this clause 4 are reasonable. Besides, the compensation that would be payable to you under this agreement duly incorporates and includes appropriate consideration for your undertaking the above obligations.
6. Indemnity
You fully agree, confirm, understand and understand that you shall fully indemnify and keep Helix or anybody connected to it harmless for all times to come in respect of any loss, claim, damage or adverse consequences suffered or incurred by Helix or anybody connected to it due to any fault, lapse, negligence, omission or commission on your part or anybody connected to you. This indemnity obligation of yours shall survive the termination of your relationship with Helix.
7. Dispute Resolution
You fully agree and confirm that while the decision of Helix shall be final and binding on you in all matters, if any dispute still persists between the parties, the same shall be resolved through arbitration under Arbitration and Conciliation Act, 1996 by the sole arbitration to be appointed by Helix. The venue of arbitration shall be Hyderabad.
8. Governing laws and jurisdiction
You agree and confirm that this agreement shall be construed and interpreted in accordance with laws of Union of India and courts at Hyderabad alone shall have exclusive competent jurisdiction.