The terminology used in this agreement will have the meaning provided in this section.
2. AFFILIATE COMMISSION
The sale price of the course will be decided by the company. The affiliate commission is a pre - decided percentage of on the sale price of the course.
The payout process applicable for the Affiliate by the Company is as per section 3. The Company reserves the right to increase or decrease the Sale Price of the product in connection with the Company's marketing and promotional efforts.
4. INTELLECTUAL PROPERTY
The Affiliate may not reuse, reproduce, distribute, publish or commercially exploit the content in the Course in any form, whatsoever.
5. PRODUCT CONTENT SECURITY
The Company will seek to protect the intellectual property of the course creators and our own platform. The Company will constantly monitor for content leakage and piracy and where relevant pursue legal means to stop leakage of content. All legal avenues will be used to pursue take-down of content posted on copyright infringing websites.
The Company respects the intellectual property of others and strives to protect the copyrights and all other intellectual property and expects our Affiliates to do the same.
The Company’s copyright policy is to remove material that the Company believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Site
An Affiliate can request termination of term by giving a month’s notice by writing to email@example.com. The payment for the pending sales will processed in the next Payment cycle. The affiliate is expected to remove the links from the places of hosting.
The Company reserves the right to remove an Affiliate in case of violation of the terms as mentioned in the Section 10.
ChalkStreet can periodically issue coupon codes to promote courses through various channels, including partnerships with deals sites, other websites and corporate companies. Such coupon codes provide discounts on the Base Price. In case the learner uses a coupon while making a payment - the amount received post applying coupon will be considered to calculate the affiliate commission.
ChalkStreet also runs an “In app Cash program” to incentivize app course subscriptions. In case the learner uses ChalkCash while making a payment - the amount received post ChalkCash usage will be considered to calculate the affiliate commission.
a. Payment Gateway or App Store Charges
When learners purchase a course online, they utilize an online payment gateway, which charges a fees. Such charges vary by gateway. These charges would be deducted from the Sale Price while arriving at the Affiliate Revenue amount. For payments made via Credit Cards or NetBanking, gateway charges of 3% of the Sale Price would be deducted. For payments made via PayPal, 5% charge plus a fixed charge per transaction as per their policy (currently Rs 20) would be deducted.
In case of sales in the Mobile Application (ChalkStreet App), the actual amount charged as fees by Apple or Google for sales in either the Apple App Store or Google Play would be deducted.
ChalkStreet is liable to pay a Service Tax of 14%, an additional Swachh Bharat Cess of 0.5% and another additional Krishi Kalyan Cess of 0.5% on the sales price of every sale to the government. This tax amount (which changes as per government policy) is included in the Base Price of the course.
The service tax amount, calculated as per the rates applicable at the time of sale, shall then be deducted by the company from the Base Price to arrive at the Sale Price.
If an affiliate has an Indian Service Tax Number, he or she can inform the company and quote it on his/her invoice to claim Service Tax credit.
In addition to the Service Tax, the company is also mandated by Indian law to deduct a TDS (Tax Deducted at Source) of 10% once the total annual payout to one affiliate exceeds Rs. 30000 in one Financial Year in the case of Resident Indian Affiliates. In case of Non-Indian Affiliates, TDS is deducted as per the DTAA (Double Taxation Avoidance Agreement) between India and the country of residence of the affiliate. Default TDS rate for non-Indian affiliates shall be 10%. TDS is deducted from the Gross Payable Amount to arrive at the Net Payable Amount.
10. AFFILATE’S DECLARATIONS AND OBLIGATIONS.
Affiliate hereby undertakes to:
10.1 Comply in all respects with all applicable laws, regulations and approvals.
10.2 Conduct itself in a professional manner in accordance with industry standards so as not to cause disrepute or ill favour to Company.
10.3 Comply with and act in accordance to the Company's Terms and Conditions, as may be amended from time to time, and other policies of the Company relating to the trading services and marketing of the Company.
10.4 Ensure that all promotional material is of a type and character, and is disseminated in a manner, that will not cause disrepute or harm to the Company and comply with all applicable laws and regulations, including without limitation relating to anti-span laws and regulations. Immediately upon notice from the Company that, in the Company's opinion, any promotional material (content or method of use) does not comply with this standard, Affiliate will cease use of such materials or manner of use. Affiliate undertakes to comply with all reasonable instructions received from the Company regarding the content, nature and location of any advertising campaigns or materials.
10.5 Not to use the name of the Company in any promotional materials or otherwise, without obtaining the prior written approval of the Company relating to the general type of such promotional materials and not to distribute any such promotional materials in any manner or forum which may be offensive. Affiliate may not generate, distribute or use any promotional material that: (a) is likely to deceive the public; (b) contains any material misstatement of fact or a statement that such person knows omits a fact, if such omission makes the promotional material misleading; (c) mentions the possibility of profit unless accompanied by an equally prominent statement of the risk of loss; (d) includes a measurement or description of or makes any reference to hypothetical results which could have been achieved had a particular trading system been employed in the past unless accompanied by the statement identified below; (e) includes any reference to actual past trading profits without mentioning that past results are not necessarily indicative of future results; or (f) includes any specific numerical or statistic information about the past performance of any actual accounts (including rate of return) unless such information is and can be demonstrated to be representative of the actual performance for the same time period of all reasonably comparable accounts.
10.6 Not to present itself as an agent of the Company in any manner and not attempt to bind the Company in any manner and not to use any trademarks or signs of the Company without prior written consent of the Company.
10.7 Indemnify the Company for any damage or expense incurred as a result of Affiliate's failure to abide by the obligations of any terms of this Agreement.
10.8 All costs of Affiliate in connection with its duties hereunder shall be borne solely by Affiliate and the Company shall under no circumstances participate in such costs, unless otherwise agreed in writing between the Parties.
10.9 To keep confidential and not disclose except for the benefit of the Company at any time during this agreement or subsequent any trade secrets, techniques, marketing ideas , know how, plans, concepts, data , and subject matter pertaining to the Company ,its clients, or customers which Affiliate may use or otherwise acquire during its relationship with the Company . To return upon termination of this Agreement any materials or data received by Affiliate from the Company. At any time during the term of this Agreement the Company can demand that Affiliate return any materials or data it received from the Company.
10.10 Affiliate acknowledges that all customers brought to the Company by Affiliate are the Company’s customers and except as provided for herein the any information about these customer are the exclusive and sole property of the Company. Upon termination of this Agreement the customers will remain the Company’s customers.