Toothmonk Affiliate Program Agreement
Welcome to Toothmonk’s affiliate program website for associates (the “Associates Site”), where you can manage your affiliate marketing relationship with Toothmonk as set forth in Schedule 1 (“Toothmonk” or “us” or similar terms).
Any person or entity that participates or attempts to participate in our associate marketing program (the “Associates Program” and such person or entity, “you”, or an “Associate”) must accept this Toothmonk Affiliate Program Agreement (this “Agreement”). By registering for the Associates Program, you agree to this Agreement, its amendments and updates including the program policies (defined in Section 12), which are incorporated by reference (for example, our Associates Program Participation Requirements, Associates Program IP License, and Associates Program Trademark Guidelines, etc.). Please read them carefully. Toothmonk may amend the terms of this Agreement from time to time to ensure compliance with applicable Laws, rules, regulations and internal business process, policies. You are requested to peruse the same from time to time to keep yourself aligned with the amendments and updates. If you have any concern or views on the changes made, then you may reach out to your business SPOC at Toothmonk.
This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and Terms of Use for access or usage of Toothmonk Affiliate Program website.
1. DESCRIPTION OF THE ASSOCIATES PROGRAM:
The Associates Program permits you to monetize your website, social media user-generated content, or online software application (referred to here as your “Site”), by placing on your Site links to Toothmonk website in Schedule 1, if applicable for the location, any other site which is included in this Agreement (each “Toothmonk Site”). The links must properly use the special “tagged” link formats we provide and comply with this Agreement (“Special Links”);
When our customers click through the Special Links/codes to purchase an item sold or services offered on the Toothmonk Site or take other actions, you can receive program fees for qualifying purchases, as further described in (and subject to the limitations in) the Associates Program Fee Statement. In order to facilitate your advertisement of these items or services, we may make available to your data, images, text, link formats, widgets, links, marketing content, and other linking tools, application program interfaces, and other information in connection with the Associates Program (“Program Content”). Program Content specifically excludes any data, images, text, or other information or content relating to product offerings on any site other than the Toothmonk Site.
2. ASSOCIATES PROGRAM COMPLIANCE REQUIREMENTS:
You must comply with this Agreement to participate in the Associates Program and receive fees in the form of commission as specified in Schedule 5.
You must promptly provide us with any information that we request to verify your compliance with this Agreement and share with us all the documents required by Toothmonk for creating and registering your Toothmonk affiliate program account. If you violate this Agreement, or if you violate terms and conditions of any other applicable Toothmonk marketing program, then, in addition to any other rights or remedies available to us, we reserve the right to permanently withhold (and you agree you will not be eligible to receive) any and all commission otherwise payable to you under this Agreement, whether or not directly related to such violation without further notice and without prejudice of any right of Toothmonk to recover damages in excess of th
3. TOOTHMONK CUSTOMERS:
Our customers are not, by virtue of your participation in the Associates Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Toothmonk Site will apply to those customers and may be changed at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with an Toothmonk Site, you will state that those customers must follow contact directions on that Toothmonk Site to address customer service issues.
4. WARRANTIES:
You represent, warrant, and covenant that (a) you will participate in the Associates Program and create, maintain, and operate your Site in accordance with this Agreement, (b) neither your participation in the Associates Program nor your creation (including content you create), maintenance, or operation of your Site will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing) including applicable ASCI regulations, rules and guidelines, and/or any third party rights including copyrights (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Associates Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement; (e) you will comply with all export and re-export restrictions that may apply to goods, software, technology and services, and (f) the information you provide in connection with the Associates Program is accurate and complete at all times.
You further agree and confirm that you have read and understood the ASCI guidelines for influencer advertising in digital media. The ASCI guidelines require disclosure if there is any material connection between the advertiser and the influencer/artist. Accordingly, you agree to make the required disclosure while posting content relating to Toothmonk products and brands by mentioning any of the following disclosure labels/tags in your post: i) advertisement; ii) ad; iii) sponsored; iv) collaboration; v) paid content.You may use hashtag (#) along with the tag/label. Any such disclosure should be clearly visible in the content posted/uploaded by you.
We do not make any representation, warranty, or covenant regarding the amount of traffic you can expect at any time in connection with the Associates Program, and we will not be liable for any actions you undertake based on your expectations.
5. IDENTIFYING YOURSELF AS AN ASSOCIATE:
You must clearly state the following, or any substantially similar statement previously allowed under this Agreement, on your Site or any other location where Toothmonk may authorize your display or other use of Program Content: “As a Toothmonk Associate I earn from qualifying purchases”. Except for this disclosure, you will not make any public communication with respect to this Agreement or your participation in the Associates Program without our advance written permission. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
6. TERM AND TERMINATION:
You must clearly state the following, or any substantially similar statement previously allowed under this Agreement, on your Site or any other location where Toothmonk may authorize your display or other use of Program Content: “As a Toothmonk Associate I earn from qualifying purchases”. Except for this disclosure, you will not make any public communication with respect to this Agreement or your participation in the Associates Program without our advance written permission. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
- The term of this Agreement is of one year which will begin upon your registration for or use of the Associates Site. Upon completion of year, your performance will be reviewed on yearly basis, if your review reports are positive then your association with us will be continued for another period of one year else it stands terminated without issuing any notice to that effect.
- We may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be 7 calendar days from the date notice is provided.
- n addition, we may terminate this Agreement immediately at any time upon written notice to you for Cause. “Cause “means any of the following: (a) you are in material breach of this Agreement or you are in minor breach of this Agreement but you do not remedy it within 7 days; (b) we believe that we may face potential claims or liability in connection with your participation in the Associates Program; (c) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Associates Program; (d) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement; (e) we have previously terminated this Agreement with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, or (f) we have terminated the Associates Program as we generally make it available to participants. For the avoidance of doubt and without limitation for purposes of the foregoing subsection (a) any violation of Section 5 and as specified in the Program Policies will be deemed a material breach of this Agreement.
- We may hold accrued unpaid commission for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancelations or returns).
- Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 3, 4, 5, 6, 7, 8, 10, and 11 of this Agreement and as specified in the Program Policies, together with any payable but unpaid payment obligations under this Agreement, will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
7. DISCLAIMERS:
THE ASSOCIATES PROGRAM, THE TOOTHMONK SITES, ANY PRODUCTS AND SERVICES OFFERED ON THE TOOTHMONK SITES, ANY SPECIAL LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, OUR AND OUR AFFILIATES DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE TOOTHMONK MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE ASSOCIATES PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS” ) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (C) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (D) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE ASSOCIATES PROGRAM, OR (E) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE ASSOCIATES PROGRAM. NOTHING IN THIS PARAGRAPH WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
8. LIMITATIONS ON LIABILITY:
Neither we nor any of our Affiliates or Licensors will be liable for indirect, incidental, special, consequential, or exemplary damages (including any loss of revenue, profits, goodwill, use or data) arising in connection with the service offerings, even if we have been advised of the possibility of those damages. Further, our aggregate liability arising in connection with the service offerings will not exceed the total fees paid or payable to you under this agreement in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred. You hereby waive any right or remedy in equity, including the right to seek specific performance, injunctive or other equitable relief in connection with this agreement. Nothing in this paragraph will operate to limit liabilities that cannot be limited under applicable law.
9. INDEMNIFICATION:
To the maximum extent permitted by applicable law, we will have no liability for any matter directly or indirectly relating to the creation, maintenance, or operation of your site (including your use of any service offering) or your violation of this agreement, 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 service offering, whether or not such use is authorized by or violates this agreement or applicable law, (d) your violation of any term or condition of this agreement (including any program policy), or your employees’ or contractors’ negligence or wilful misconduct.
10. GOVERNING LAW AND DISPUTES:
Any dispute relating in any way to the Associates Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates will be subject to the governing law and disputes provision for the applicable Toothmonk Site set forth on Schedule 2.
11. TAXES:
Any taxes and related obligations relating in any way to the Associates Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates will be subject to the tax provision for the applicable TOOTHMONK Site set forth on Schedule 3.
12. ADDITIONAL PROVISIONS:
We may send you emails relating to the Associates Program from time to time. In addition we may (a) monitor, record, use, and disclose information about your Site and users of your Site that we obtain in connection with your display of Special Links and Program Content (for example, that a particular Toothmonk customer clicked through a Special Link from your Site before buying a product on the Toothmonk Site), (b) review, monitor, crawl, and otherwise investigate your Site to verify compliance with this Agreement, and (c) use, reproduce, distribute, and display your logo and implementation of Program Content displayed on your Site as examples of best practices in our educational materials. For information on how we process personal information, please see the relevant Toothmonk Privacy Notice as set forth in Schedule 4.
You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with your Site, (c) 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, and (d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative. You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. 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.
This Agreement incorporates, and you agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, schedules, and other rules referenced in this Agreement or accessible on the Associates Site (“Program Policies”), including any updates of the Program Policies from time to time. In the event of any conflict between this Agreement and any Program Policy, this Agreement will control. In the event of a conflict between this Agreement and your agreement with Toothmonk affiliate under a separate affiliate marketing program that agreement will control with respect to such separate program. This Agreement (including the Program Policies) is the entire agreement between you and us regarding the Associates Program and supersedes all prior agreements and discussions. Whenever used in this Agreement, the terms “include(s)”, “including”, and “for example” are used and intended without limitation.
Any information relating to Toothmonk or any of its affiliates that we provide or make accessible to you in connection with the Associates Program that is not known to the general public or that reasonably should be considered to be confidential is Toothmonk’s “Confidential Information” and will remain Toothmonk’s exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the 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 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. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
You further agree that your TAP account or affiliate links may be disabled/suspended or terminated by Toothmonk in the event you: (i) indulge in any act, directly or indirectly, or permit any other person to use the your account to do any acts, post or upload any statement, messages or content that may malign, defame, disrepute or negatively affect the goodwill and reputation of Toothmonk or its brands, products or services in any manner; (ii) post, upload or make incorrect or false statement, messages or content relating to any Toothmonk product; (iii) violate any applicable Laws, rules, regulations including obligations relating to ASCI guidelines specified above. You agree and confirm that termination due the above-mentioned reasons shall result in you forfeiting any commissions due and payable by Toothmonk under this Agreement.
13. MODIFICATION:
We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice, revised Agreement, or revised Program Policy on the Associates Site or by sending notice of such modification to you by email to the primary email address then-currently associated with your Associates account. The effective date of such change will be the date specified. YOUR CONTINUED PARTICIPATION IN THE ASSOCIATES PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.
SCHEDULES
Schedule 1: Toothmonk and Toothmonk Site by Location
Schedule 2: Governing Law and Disputes by Toothmonk Site
Schedule 3: Tax Provision by Toothmonk Site
Schedule 4: Privacy Notice by Toothmonk Site
Schedule 5: Commission eligibility
SCHEDULE 1: TOOTHMONK ENTITY AND TOOTHMONK SITE BY LOCATION
| Location | Entity | Site |
|---|---|---|
|
India |
Toothmonk Speciality Retail LLP |
www.toothmonk.com
and any other future websites |
SCHEDULE 2: GOVERNING LAW AND DISPUTES BY TOOTHMONK SITE
Toothmonk.com
Any dispute arising out of or relating in any way to the Associates Program or this Agreement will be resolved by binding arbitration, shall be settled by arbitration governed by the provisions of Arbitration and Conciliation Act, 1996 (as amended in 2015). The arbitration shall be carried out by a sole arbitrator to be appointed by mutual consent of the parties. The venue/seat of Arbitration shall be Ahmedabad and the language of arbitration shall be English. A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect. In the event the parties hereunto are not able to appoint the arbitrator as mentioned above, TOOTHMONK will initiate on its own proceeding of appointment of a sole arbitrator by the Hon’ble High Court at Gujarat on your expense whatsoever in nature.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
Notwithstanding anything to the contrary in this 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 Program Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
SCHEDULE 3: TAX PROVISION BY TOOTHMONK SITE
Toothmonk.com
We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under the Associates Program. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold your commission until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
SCHEDULE 4: PRIVACY NOTICE BY TOOTHMONK SITE
Toothmonk.com
Toothmonk.com
SCHEDULE 5: COMMISSION ELIGIBILITY
COMMISSON STRUCTURE FOR TOOTHMONK AFFILIATE PROGRAM
The new commission structure will be applicable from April 2024 for all affiliates. The Toothmonk affiliate Program has a fixed commission structure of 3%-8% across all Select categories and including new and repeat users. For example, if an affiliate manages to get 7 successful orders worth INR 9000 from the first to the last day of the month their final commission will be INR 450. The commission amount is subject to tax provisions.
– TDS deductions of 5% is mandatory and will be applicable on every payment.
– If you have a GST registered then 18% [(SGCST (9%) +CGST (9%) OR IGST (18%)] is applicable on our invoices. (GST users need to submit a monthly invoice to process the commission payment). If your commission value is under INR 5000 it will be paid out in the next payment cycle after you cross INR 5000.
PAYMENT CYCLE FOR TOOTHMONK AFFILIATE PROGRAM
We count the payment cycle from the first to last day of each month. You will receive a detailed email with the number of orders, revenue and final commission by the end of the said month + 45 days and 15-20 later the amount will be credited into your account. So, for example, March’s detailed payment email will reach your inbox between 15-20th May, the payment will be completed between 20-30th May latest.
DETAILS
Please note that cancelled and returned orders will not be accounted for. FORFEITING COMMISSION In the event you fail to comply with the following requirements relating to your engagement then you shall forfeit any commission due and payable by Toothmonk under this Agreement:
i. Fail to share correct and complete registration documents, which includes – PAN Card, Bank details and Vendor Registration Form within 40 days from the day you register for the affiliate program;
ii. Fail to submit required documents in your own name including PAN Card, Bank
iii. If the affiliate program account is not registered or you fail to register the account in your own name (registering account in name of family members, relatives, manages, agents or friends is not allowed).