CompanyHub Partner Agreement

This Partner Agreement (hereinafter “Agreement”) contains the complete terms and conditions of the agreement between you (hereinafter “Partner”) and COMPANYHUB IT SOLUTIONS PVT. LTD. – “CompanyHub”( a company registered under the Companies Act, 2013, having its principal office at Sanjivani, Gandharv Nagari, Nashik Road, Nashik – 422101, INDIA. ) regarding your participation in the CompanyHub Partner Program (the “Program”).

Goals and Limitations of this Agreement

• The goal of the Partner in the context of this Agreement is to find prospective clients (hereinafter “Client”), refer them to CompanyHub, and have such Clients enter into an agreement with CompanyHub for the use of the CompanyHub services (hereinafter “Referral”).
• The Partner is free to choose the means and techniques of contacting and communicating with prospective clients, including organizing marketing events and running web and email campaigns displaying an Partner-specific promotional code provided by CompanyHub. However, the Partner may not:
  • use the Program for any illegal or unauthorised purpose. You must not, in the use of the Program, violate any laws (including but not limited to copyright laws) in any relevant jurisdiction;
  • add “CompanyHub”, and “companyhub.com” as negative keywords in any paid search activity, in order to avoid any broad-matching issues;
  • purchase or register any URLs with the CompanyHub brand name, UTron or misspelled words of these as the web address;
  • use “CompanyHub” or “UTron” (including misspells and variations) as a domain, subdomain or subfolder without written permission (for example www.CompanyHub.yoursite.com);
  • use CompanyHub banners or links as Pop ups or Pop under to Partner’s or a third party’s site;
  • bid or appear on brand searches, misspellings or derivative of “CompanyHub” or “Utron”;
  • bid or appear on extended or hybrid brand searches of “CompanyHub” or “UTron” (for example CompanyHub voucher code, CompanyHub discount code);
  • issue any press release regarding CompanyHub or this relationship, unless specifically agreed between the parties;
  • in any manner misrepresent or embellish the relationship between CompanyHub and Partner (for example claim that Partner develops CompanyHub services, is part of CompanyHub or in any relationship with CompanyHub or any other person or entity, except as agreed between the parties);
  • use fraudulent, illegal, or overly aggressive or questionable sales or marketing methods;
  • Use the Program to earn referral fees on your own accounts of the CompanyHub service (“Services”).
• CompanyHub will determine the prices to be charged for Services sold under this Program in accordance with our own pricing policies. Services prices and availability may vary from time to time. Because price changes may affect services that you have listed on your site, you should not display Services prices on your own site.
• Any violation of this Agreement may result in, among other things, termination or suspension of your rights to be an Partner and forfeiture of any outstanding Partner referral fee payments earned as a result of or after the violation.

Application process

• When you apply for the Program, you must:
  • provide your full name, a valid email address, the name of the organization you represent, the web site that you will be using for promoting CompanyHub, if any;
  • agree to the terms and conditions of this Agreement.
• CompanyHub will review your application and may request additional information about you in order to make sure that you qualify for the Program.
• CompanyHub is under no obligation to accept you as a Partner and may refuse your application for any reason. It can also be rejected after approval.
• Upon acceptance to the Program, CompanyHub will activate your Partner account at CompanyHub (“Partner Account”).

Referrals

• Upon activation of the Partner Account, you will have the opportunity to earn a fee for referring Clients to CompanyHub (hereinafter “Referral Fee”) subject to the terms and conditions provided in this Agreement.
• You will be entitled to a Referral Fee only if the Clients you refer (hereinafter “Referred Client”):
  • sign up for CompanyHub services using a specific referral code or link provided from CompanyHub Partner Account;
  • conclude an agreement – CompanyHub Privacy Policy and Terms of use for using the services provided by CompanyHub
  • pay for CompanyHub’s services; and
  • do not belong to the same group of companies with you.
• Unless otherwise agreed upon, the Referred Clients will have 14 days to use the CompanyHub service as a free trial, but only in case they meet the conditions listed in Section 3.2 above.
• If the Referred Client signs up for CompanyHub services by going to CompanyHub’s website directly, such Referred Client will not be associated with the Partner who referred it to CompanyHub, and therefore the Partner will earn no Referral Fee.
• CompanyHub reserves the right to change the mechanism it uses to create and track Referrals at any time. Partner’s continued participation in the Program after any such changes shall constitute your consent to such changes.

Referral Fee and Its Payments

• The Referral Fee is 15% (fifteen percent) of the user license revenue that the Referred Client generates for CompanyHub. Referral will not be paid on revenue from any additional services.
• Bonus – If a partner gets 3 new customers in a month, without any fraudulent or objectionable methods, CompanyHub will additionally pay the same amount as Referral Fee for that month as bonus. Only those customers who are using CompanyHub for the first time, and made the first payment in that calendar month and do not ask for refund (even in following months) will be counted for bonus. If CompanyHub feels that a Partner is using unethical / objectionable ways to get bonus, CompanyHub will not give bonus & may terminate the agreement.
• Any denomination Referral Fees will be converted into US dollars for payment via Paypal / Wire Transfer, using the real mid-market rate on the last business day of each month as the currency exchange rate. Depending on the currency settings of the Partner’s PayPal account, PayPal may convert the amount into some other currency than US dollar using exchange rate that is based on PayPal’s contract with the Partner.
• The accrued Referral Fees + Bonus (“Total Fees”) will be paid to the Partner in the following month via PayPal / Wire Transfer. The minimum amount to be eligible for payment is $50. If total fees is less than $50, it will be accumulated with CompanyHub till it becomes $50. The fees of Paypal / Wire Transfer will be paid by Partner. CompanyHub may withhold payments of Referral Fees for a reasonable time to ensure that all Client Agreements are valid and payments from Referred Clients are legitimate as determined by CompanyHub in its sole discretion. In addition, Referred Client payments for refunds, annual subscriptions that are cancelled or payments charged-back due to credit card fraud do not qualify for Referral Fees. If extra fees is paid to Partner, he/she may return it or will be adjusted in following months.
• In no case will multiple partners be paid for a single referral. In case multiple partners claim for a single referral CompanyHub reserves the right to decide which partner will be paid.
• In case the Partner believes the Referral Fee has been wrongly calculated, the matter must be brought into CompanyHub’s attention by email to [email protected] within 15 days of receiving the payment. Not doing so will constitute Partner’s acceptance of the calculation and the payment made based on it.
• Any costs related to the performance of the Partner Agreement shall be borne solely by the Partner. CompanyHub is not obligated or required to and shall not pay any compensation to the Partner other than the Referral Fees.

Taxes

• CompanyHub shall have no responsibility for determining, remitting, or withholding any taxes applicable to the Referral Fee.
• Partner shall be solely responsible for determining whether:
  • Partner or CompanyHub is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Referral Fee. Partner shall be solely responsible for remitting any such taxes or charges to the appropriate authorities on behalf of itself or CompanyHub, as appropriate; and
  • CompanyHub is required by applicable law to withhold any amount of the Referral Fee and for notifying CompanyHub in writing of any such requirement. Partner agrees to fully indemnify CompanyHub against any claims that may be asserted against CompanyHub or any losses CompanyHub may incur in the event Partner fails to notify CompanyHub of such requirement (including penalties and interest).
• If any taxes other than the taxes levied by Indian authorities are incurred by Companyhub for activities/agreement/payments/receipts/transactions to/with the partner, Companyhub shall recover the taxes from the partner
• In the event of an audit of CompanyHub, Partner agrees to promptly cooperate with CompanyHub and provide copies of Partner’s tax returns, tax residency and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing the Partner is engaging in an independent business.

Personal Data

• CompanyHub is not obliged to share with Partner any of the personal data of the Referred Clients (or any natural persons representing the clients or providing services or work for them) who have concluded the Terms of Use with CompanyHub.
• If the Partner wishes to keep personal data concerning Referred Clients for its own internal use, the Partner must obtain prior consent from the respective Referred Clients directly (or any natural person representing the client or providing services or work for them).

Materials

• CompanyHub may make available to you a variety of sales and marketing materials such as logos, brochures, banners, photos, trade dress, etc. (hereinafter “Materials”), which are subject to the terms and conditions hereof. In utilizing the Materials, Partner agrees that Partner:
  • may use the Materials only for the purposes of performing your obligations under the Partner Agreement;
  • will not modify, alter or otherwise change the Materials without CompanyHub’s prior written consent;
  • will cooperate fully with CompanyHub in order to maintain the Materials; and
  • will use only the Materials which are provided by CompanyHub or expressly approved by CompanyHub in advance of any such use.
• All Materials are the copyrighted property of CompanyHub, its Partners and/or third party licensors. Furthermore, all trademarks, service marks, trade names, code, data or any other elements contained in the Materials are proprietary to CompanyHub, its Partners and/or third- party licensors and your use of the Materials does not grant to you ownership thereof. All goodwill symbolized by and connected with such use of the Materials will inure solely to the benefit of CompanyHub.

Limitation of Liability

CompanyHub and any of its officers, directors, employees, shareholders or agents of any of them shall not be liable to Partner for any amount or kind of loss or damage that may result to Partner or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Program.

If Partner’s use of Material provided under this Program results in the need for servicing, repair or correction of equipment, software or data, Partner assumes all costs thereof. CompanyHub’s maximum aggregate liability under or in connection with this Agreement and the Program, whether in contract, tort (including negligence) or otherwise (a “Claim”), shall be limited to a sum equal to the aggregate amount which CompanyHub is obliged to pay Partner in the twelve (12) month period immediately prior to the period giving rise to such Claim.

Miscellaneous

• The Partner Agreement shall become effective as of sign up to the CompanyHub Partner Program and will end when terminated by either party. Either you or CompanyHub may terminate the Partner Agreement at any time in its sole discretion, without cause, by giving the other party a notice of termination at least 14 days in advance. Notice by e-mail, to your address on the CompanyHub records, is considered sufficient notice to terminate the Partner Agreement. Upon termination of the Partner Agreement, CompanyHub will pay to the Partner any legitimate outstanding Referral Fees. In addition, unless CompanyHub has terminated the Agreement as a result of Partner’s breach of the Agreement, in which case, CompanyHub shall have no obligation to pay Referral Fees accrued after the termination of Partner Agreement, CompanyHub shall pay any due Referral Fees for twelve (12) months following termination of the Agreement.
• CompanyHub reserves the right to terminate the Partner Agreement with immediate effect with any Partner who CompanyHub reasonably believes has violated this Agreement or applicable laws. Such violating Partner shall not be entitled to any accrued by and unpaid Referral Fees.
• Partner and CompanyHub are independent contractors, and nothing in this Partner Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Partner has no authority to represent or act on behalf of CompanyHub, including to make or accept any offers or representations or payments on CompanyHub`s behalf.
• CompanyHub reserves the right to update and change the terms of this Agreement from time to time with or without notice. Any amendments, modifications, enhancements or changes to the Program including the release of new features and resources made available by CompanyHub from time to time shall be subject to these terms. Continued participation in the Program after any such changes shall constitute your consent to such changes. You can review the most current version of this Agreement at any time at: http://companyhub.com/partners/terms/. In the event you do not consent to such changes and instead elect to terminate this Agreement, then provided you are not in breach of the Agreement at the time of termination, CompanyHub shall pay you any Referral Fees that accrue based on the terms in effect immediately prior to your termination for twelve (12) months following termination of the Agreement.

Applicable Law and Jurisdiction

• Term – These Terms will remain in full force and effect till such time that you continue to use the CompanyHub application or any related Services.
• Severability – If for any reason a court of competent jurisdiction finds any provision or portion of these Terms to be unenforceable, the remainder of the Terms will continue in full force and effect.
• Entire Agreement – These Terms constitute the entire agreement between us and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter of these Terms. Your continued use of the Services will be conclusive proof of your deemed acceptance to any modifications made by us to these Terms.
• Waiver – Any waiver of any provision of the Terms will be effective only if in writing and signed by you and CompanyHub.
• Assignment – You may not assign any of your rights or duties under these Terms without the express written consent from us. CompanyHub may assign its obligation/ duties and rights under these Terms without requiring to seek any consent from you.
• Notices – All of our notices, demands and other communications must be in writing and will be deemed to have been given (a) if mailed by registered mail, postage prepaid, (b) if delivered by overnight courier, (c) if sent by facsimile transmission and such transmission is confirmed as received, or (d) if sent by electronic mail, and such message is confirmed as received, in each case to the address, fax number or e-mail address specified on the Website. All of your notices, demands and other communications must be in writing and will be deemed to have been given (a) if mailed by certified mail, postage prepaid or if delivered by overnight courier, to our address: CompanyHub Pvt. Ltd. Sanjivani, Gandharv Nagari, Nasik Road, Maharashtra, India – 422101
• Force Majeure – In no event shall we be held liable or be deemed to be in breach hereof for any failure or delay of performance resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, network failure, riot, explosion, embargo, strikes (whether legal or illegal), terrorist act, labor or material shortage, transportation interruption of any kind or work slowdown or any other condition not reasonably within our control.
• Arbitration – Any disputes and differences whatsoever arising in connection with these Terms shall be settled by Arbitration in accordance with the Arbitration and Conciliation Act, 1996. All proceedings shall be conducted in English language. Unless the Parties agree on a sole arbitrator there shall be three Arbitrators, one to be selected by each party, and the third to be selected by the two Arbitrators appointed by the parties. The venue of Arbitration shall be in Nasik, India. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto.
• Governing Law – These Terms will be governed by and construed in accordance with the Indian laws and you agree to submit to the exclusive jurisdiction of courts situated in Nasik. You are responsible for compliance with applicable laws. CompanyHub reserves the right to seek all remedies available at law and in equity for violations of these Terms.
• Contact and Duty to Inform – Please contact us with any questions regarding these Terms. Please report any violations of the Terms to [email protected].