Affiliate Agreement

Operating Agreement
This Agreement contains the complete terms and conditions that apply to an individual’s or entity’s participation in the nutrabay Affiliate Program (the ” Program “). As used in this Agreement, ” we “, ” us “, or ” our ” means nutrabay or any of our affiliate; parent; or group companies and our successors and assigns, as the case may be, and ” you ” means the applicant. nutrabay Site means, collectively, the nutrabay.com website, the nutrabay mobile website and the nutrabay mobile applications. ” Your site ” means your website where you will link to the nutrabay Site (and which you will identify in your Program application). Save for our obligation to pay referral fees under Section 4, which may be performed solely by us, we may cause any of our obligations under this Agreement to be fulfilled by any of our Affiliates (defined below), on our behalf.

1. Enrolment in the Program

Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, you have to be 18 years or above to enrol in this Program. To begin the enrolment process, you will submit a complete Program Application via the nutrabay Site. 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 channel 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. Self Orders / Bulk Orders: Please also note that you may not 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 the nutrabay Affiliate Program is an advertising program rather than a discount program. Our goal is to have our affiliates refer new customers to us in return for referral fees. 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 nutrabay has the right to terminate your registration, as well as revoke all payments linked to your account.

2. 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 nutrabay Site, to provide on your site the following type of link to the nutrabay Site:

Home Page Link

Category Page Link

Product Page Link

Search Results Link

3. Order Processing

We will process Product orders placed by customers who follow Special Links from your site to the nutrabay Site. We reserve the right to reject/disapprove orders that do not comply with any requirements that we periodically may establish. 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. We will track sales made to customers who purchase Products by using Special Links from your site to the nutrabay Site and will make available to you reports summarising this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

4. 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 nutrabay site and during a single session, add the Product to his or her shopping cart. 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 nutrabay Site are properly formatted. We consider referrals only for new customer acquisition and don’t credit referral if the customer already exists on our website. 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 nutrabay Site are not properly formatted. We cannot ensure tracking and paying referral fees on any Products that are added to a customer’s Shopping Cart after the customer has reentered the nutrabay Site (other than through a Special Link from your site), even if the customer previously followed a link from your site to the nutrabay Site. In addition, we will not pay referral fees for any purchases made by customers referred through a Coupon Website, Paid Search Ad or Special Links (to the nutrabay Site) that is generated or displayed in response to general internet search queries or keywords containing our brand name keyword “nutrabay”. “Prohibited Paid Search Ad” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. “Proprietary Term” means keywords, search terms, or other identifiers that include the word “nutrabay,” or any other trademark of nutrabay, or variations or misspellings of any of those words (e.g., “nutra bay,” “nutribay” etc). For avoidance of doubt, the Search Box Link, which searches the nutrabay Product catalog, or searches of product  databases that include nutrabay Products, such as shopping comparison engines, are still eligible for referral fees. You may not 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. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement.

In addition, you may not:
directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access the
nutrabay Site (e.g., by implementing any “cashback” program for persons or entities who use Special Links on your site to access the nutrabay Site); read, intercept, record, redirect, interpret, or fill in the contents of any electronic form
or other materials submitted to us by any person or entity; in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the nutrabay Site; make any orders or subscription requests, or engage in other transactions of any kind on the nutrabay Site on behalf of any third party, or authorise, assist, or encourage any other person or entity to do so;
take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g. search, order, browse, and so on) are occurring; other than providing Special Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the nutrabay Site or otherwise around or in conjunction with the display of the nutrabay Site (e.g. through any “framing” technique or technology or pop-up or pop-under windows), or assist, authorise, or encourage any third party to take any such action; attempt to circumvent the referral fee schedule or artificially increase your referral fees (e.g. by intentionally featuring, purchasing or requesting or encouraging any
third party to purchase low-price items offered on the nutrabay Site (as determined by us) for the purpose of exceeding any referral fee threshold or by causing any page of the nutrabay Site to open in a customer’s browser other than as a result of the customer clicking on a Special Link on your site); attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any website that participates in the Program;

The following are Allowed/Disallowed Media for Affiliate promotion:

Emailers – Allowed
YouTube Channel – Allowed
Social Media: Allowed
Incentive: Allowed
Toolbar : Allowed  
Adult Traffic – Forbidden
Brand Bidding –  Forbidden
Generic Brand Bidding-  Forbidden
SEM: Forbidden
PPC (Non Branding Keywords) – Forbidden

5. Referral Fee Schedule

During each calendar month, for all 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 Qualifying Revenues (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, taxes, 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.

Fee Structure

• Commission Rate (EFT – Cash): 8% on Total Order Value for Nutrabay brand and 5% Upto Rs. 100 for all brands except Nutrabay
• Payout rate above is final and inclusive of all taxes.

6. Referral Fee Payment

We will pay you referral fees on a monthly basis for Qualifying Products shipped in the applicable month. Your payout will be released 4 weeks following the end of each calendar month in order to give enough time for returns/cancellations to be accounted & deducted for.

For cash payment via EFT, we will accrue and withhold referral fees until the total amount due is at least INR 5,000 (subject to all the necessary documents having been submitted by
the affiliate to nutrabay for processing payments through EFT)

Documents required for EFT payments are as follows:

• Scanned Copy of cancelled cheque (same Bank details as mentioned in the Affiliate Account).
• In case you do not have a cheque, you can send us the scanned copy of the first page of your passbook or online Bank statement. However, the IFSC code and the Bank account number should be clearly mentioned in it.
• Scanned Copy of your/company PAN card (same name with which you have registered for the Affiliate Account)

Also, if you have registered as an ‘Organisation’ in the affiliate account, the following 2 additional documents are required:

• Scanned Copy of your Incorporation Certificate (same company name with which you have registered for the Affiliate Account)
• Scanned Copy of your GST Certificate (same company name with which you have registered for the Affiliate Account)
• Please ensure that all details match with the details mentioned in your Affiliate
  Account.

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 required by applicable Indian tax law, we may deduct or withhold income taxes from the referral fees payable to you. If you are an Indian resident, your referral fees payable to you will be subjected to income tax (5% TDS as per section 194(H) of Income Tax Act) provided documents are uploaded as per the payment mode opted. In case if there are no documents provided for EGV, referral fees would be subject to a 20% income tax (TDS) withholding. If you are not an Indian resident or have not provided us your PAN (Permanent Account Number), the rate of income tax withholding applicable to you will vary and income tax would be withheld from the referral fees accrued to you on the basis of documents submitted by you which are required as per the provisions of Income Tax of India. 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 nutrabay 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 nutrabay deposits with a relevant taxing authority pursuant to this Operating Agreement.

7. 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. 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.

8. 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. 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.

9. 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:

• The technical operation of your site and all related equipment
• 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)
• Creating and posting Product descriptions on your site and linking those descriptions to the nutrabay site catalog
• 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)
• 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)
• Ensuring that materials posted on your site are not libelous or otherwise illegal
• Ensuring that your site accurately and adequately disclosed, 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.
• 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.

10. 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.

11. 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 nutrabay 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 canceled 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 you may remove all links to the nutrabay site as herein above.

12. 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.

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 nutrabay site will constitute binding acceptance of the change.

13. 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.

14. 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.

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

16. 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.

17. Disputes

Any dispute relating in any way to the Program or this Agreement will be adjudicated in courts in New Delhi and you hereby consent to exclusive jurisdiction and venue in those courts. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

18. Miscellaneous

This Agreement will be governed by the laws of the Indian Republic, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. 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. 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.