Ters of Affiliate

FIBOTALK Partnership/Affiliate Terms of Service (Agreement) is entered into by and between the FIBOTALK legal entity Cubestack Solutions pvt ltd (FIBOTALK) and Individual or Legal entity intending to be a affiliate to sale and refer fibotalk services to buyer (Affiliate, You).

If you are an Individual using or accessing services on behalf of your company a separate legal entity then you represent that you are authorised person to accept this agreement on behalf of your company.

By registering on FIBOTALK or using services you agreeing to be bound by the terms and conditions of this Agreement. .

The effective date of this agreement is the date of registration on FIBOTALK. Use of the Website is available only to persons who can form legally binding contracts under applicable law. Persons who are “incompetent to contract” are not eligible to use the service. If you are below 18 years of age, you are prohibited to use/purchase/contract from/with this website. Such persons are also prohibited from purchasing any material which is for adult consumption, the sale or purchase of which to/by minors are strictly prohibited The Service is not available to persons whose membership has been suspended or terminated by Fibotalk. for any reason whatsoever. If you are registering as a business entity, you represent that you have the authority to bind the entity to this User Agreement.  Except where additional terms and conditions are provided which are product specific, these terms and conditions supersede all previous representations, understandings, or agreements and shall prevail notwithstanding any variance with any other terms of any order submitted.

Modification of Services:

FIBOTALK may modify this Agreement. FIBOTALK will take reasonable efforts to notify affiliate of the changes through communications via registered account, email or other channels. Affiliate may be required to accept or otherwise agree to the new Agreement before renewing a Partnership Terms or placing the order. If you do not accept changes in the agreement, You may terminate the agreement and pending commission due if any will be paid.

By using the services of FIBOTALK or by registration on FIBOTALK you agree to be bound by theses Terms and Conditions. IF YOU DO NOT AGREE TO THIS TERMS OF SERVICES OR YOU DO NOT HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER THEN DO NOT USE THE SERVICES.
Definitions:

We’, ‘Us’, “FIBOTLAK” “Principal” means Cubestack Solutions Pvt Ltd, its employees, representatives and contractors “

“You”, “Affiliate” “Partner” means Individual or an entity who is registering under partnership program.

“Website” means fibotalk.com, where you have to signup for using our services

“Affiliate commissions” means rewards paid by Principal to Affiliate for getting customers to subscribe and pay for fibotalk services.

“Solution/Services” means fibotalk.com chat services which will be made available by US for a customer to use this as a service over the internet as per the agreement.

“Dashboard” means FIBOTALK’s user interface for accessing the service and managing the activities via web

"Account", “Agent Account”, “User Account” means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts;

"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time; Business Day" means any weekday (Monday to Friday) other than a bank or public holiday in India;

"Business Hours" means the hours of 09:00 to 17:00 IST on a Business Day; “Chat Widget” means FIBOTALK web component that integrates with the website on integrating the code.

"Customer Data" means all data, works and materials: uploaded or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer. Including data provided by or about people generated through chats and logs while using the services

"Customer Personal Data" means any Personal Data that is processed by the Provider on behalf of the Customer in relation to this Agreement, but excluding data with respect to which the Provider is a data controller; “Third Party Software” includes any third-party software that may be included with the Services

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS UNDER

1. Promotion Sales and Marketing of Fibotalk

1. The AFFILIATE shall generate leads and sale of Fibotalk services.

2. Affiliate will provide training and consultations to the end customer. Help client to go live on Fibotalk. This may include initial settings, configuration, help putting Fibotalk code on customers website and train them to use the platform.

3. Affiliate agrees to use the Fibotalk mark exclusively in relation to the Products and to refrain from using any other marks in its business, which may be confused with the Fibotalk mark. Fibotalk will provide for logo and any marks of Fibotalk to Affiliate Partner, with the specifications like color code. Affiliate partner to refrain from using fibotalk trademark for the purpose not related to this agreement.

4. The AFFILIATE has a limited, non-assignable, non-exclusive license to use the trade name “Fibotalk” solely for the purposes necessary for execution of AFFILIATE duties under this AGREEMENT.

5. Affiliate partner shall refrain from making any representation to customers and giving any warranties other than those that are in accordance with the technical specifications that can be demonstrated today for each of the Products made available by Fibotalk for such purpose.

6. Affiliate partner should refrain from doing following activities

  • Spam in digital advertising promotion using fibotalk.com or Fibotalk Live chat
  • Advertise or use to promote fibotalk with terms and condition which are different than published on Fibotalk.com, this includes, pricing, subscription terms, features and process.
  • Do not publish and market promo code specifically given to Affiliate partner
  • Representing yourself as principal and use Fibotalk registration, contacts or official address

7. Fibotalk has the right to stop distribution of product advertising messages and material if we found it unacceptable. Affiliate should stop such distribution within 2 days from the day it is informed by us. In-case it is not implemented in stipulated time then it will be considered as a breach of contract and Fibotalk is entitled to cancel the agreement.

8. Fibotalk is responsible

  • To provide product support and training if required
  • Keep updated about new product releases and marketing material
  • Solve technical queries
  • Provide marketing material generated internally
  • Provide regularly information regarding amount of the payments received from the customer and the amount of commission due to pay to Affiliate.
  • Pay commission on regular basis.
2. Fees and Accounting

1. Commission of Affiliate is 30% of the payments received by Fibotalk from the customer referred by Affiliate.

2. All payments are transferred to Affiliate account online.

3. Affiliate is responsible to register with payment partner decided by Fibotalk and provide account details to fibotalk.

4. Fibotalk shall calculate the commission end of every month and shall transfer commission within 30 days from the calculation

5. Fibotalk shall withhold taxes if required as per governing laws.

6. Fibotalk is responsible only for payment of due commission and will not responsible for expense incurred by Affiliate to conduct his duties under this agreement. Specifically advertising, marketing and promotion expenses will not be compensated by Fibotalk unless there is an written agreement between parties.

7. Incase of refund is requested by the customer or execute charge back option of the payment, the commission on this sales will not be paid to the affiliate. If commission are already paid and t money is refunded to the customer, then commission amount becomes payable to Fibotalk and it may be adjusted against future commission payable, it is at description of Fibotalk.

3. TERM OF THE AGREEMENT

The term of this Agreement commences once you sign up on Fibotalk.com website as a Partner. It continues till it is terminated by either party or stands terminated because of any clauses mentioned in section “Termination”.

4. Limitation of Liability

IN NO EVENT SHALL FIBOTALK BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE AND BASED ON ANY THEORY OF LIABILITY INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF FIBOTALK OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. FIBOTALK’S TOTAL LIABILITY TO YOU AND THIRD PARTIES FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE COMMISION AMOUNT PAYABLE TO YOU FOR THE SERVICES GIVEN.

Indemnification. You agree to indemnify, defend, and hold harmless FIBOTALK and other users of FIBOTALK services, and FIBOTALK’s and their affiliates, officers, directors, and agents, from and against any claim, cost or liability, including reasonable attorneys’ fees, arising out of or relating to: (a) Your use of the Service; (b) any content You create, transmit,or display while using the Service; (c) any breach by You of any representations, warranties, or agreements contained in the Agreement; (d) any unlicensed use of the Service using Your Staff User Accounts; and (e) Your negligent or willful misconduct.

5. TERRMINATION

Either party may terminate this Agreement by giving to the other party written notice of termination or by sending an email.

2. If Affiliate wish to terminate the account with FIBOtALK, then Affiliate is solely responsible for making sure that Affiliate properly terminates and get the confirmation from FIBOTALK. By sending an email to termination@fibotalk.com. Your account will get terminated within 3 days of notice.

3. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.

4. If FIBOTALK believes that Affiliate has violated any terms of this agreement, then FIBOTALK reserves the right to (a) modify or discontinue, temporarily or permanently, the Services (or any part thereof) and (b) refuse any and all current and future use of the Services, suspend or terminate Partner account (any part thereof) or use of the Services and remove and discard any of Your content in the Services, for any reason, including without limitation. FIBOTALK will use reasonable efforts to contact Affiliate directly via email to warn prior to suspension or termination . We shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.

5. FIBOTALK will not pay any amounts to Affiliate if we terminates access to the Services due to violation of the Agreement.

6. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

  1. (a) the other party:
    1. is dissolved;
    2. ceases to conduct all (or substantially all) of its business;
    3. (is or becomes unable to pay its debts as they fall due;
    4. is or becomes insolvent or is declared insolvent; orconvenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
  2. (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
  3. (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement)]; or
  4. if that other party is an individual:
    1. that other party dies;
    2. as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
    3. that other party is the subject of a bankruptcy petition or order.

7. Effects of Termination:

The termination of Affiliates account with FIBOTALK for any reason results in the immediate termination to use the Services. (i) Affiliate shall immediately cease all use of the Services, (ii) Affiliate will lose access to all of their content and FIBOTALK will delete it in the normal course of business operations, and (iii) Affiliate shall destroy all copies, full or partial, of any components of the Services that may have been downloaded by you or otherwise transmitted to you electronically or otherwise in connection with the Services. Your information cannot be recovered once Your account is terminated.

Affiliate continue to use the Services after notice of termination has been received, Affiliate will be liable to pay all costs, including reasonable attorneys fees, to enforce FIBOTALKS revocation of the Service, as well as any damages suffered by FIBOTALK in the process

Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect.

Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

6. Jurisdiction

This Agreement shall be governed by and construed in accordance with Indian Law

The courts of India shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement. The United Nations Convention on Contracts for the Sale of Goods does not apply.

7. Arbitration

That any dispute or differences whatsoever arising between the parties out of or relating to the construction, meaning and operation or effect of this contractor the breach thereof shall be settled by a Sole Arbitrator, mutually appointed, in accordance with the Arbitration and Conciliation Act 1996 and the award made in pursuance thereof shall be binding on the parties. The venue of the arbitration shall be MUMBAI, India.

8. Interpretation

In this Agreement, a reference to a statute or statutory provision includes a reference to:

  • that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
  • any subordinate legislation made under that statute or statutory provision.
    The Clause headings do not affect the interpretation of this Agreement
  • In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.