Affiliates Agreement

This iHuntz Media (OPC) Private Limited Affiliates Agreement (“Affiliates Agreement”) sets out the terms and conditions governing the relationship between iHuntz Media, a (OPC) Private Limited Company registered in India under the Companies Act (“iHuntz Media”), and the Affiliates (“Affiliates”). Affiliates may obtain access to the iHuntz Media technology and software (“iHuntz Media Ad Server”) to market customized advertisements and links provided by iHuntz Media.

1) Definitions

• Client: a client of iHuntz Media.
• Offer: a promotional offer published by iHuntz Media on the program site, in authorized electronic mail, or both, containing advertising offers on behalf of clients and any additional terms as deemed necessary.
• Program Site: the website operated by iHuntz Media located at [Insert URL].
• Sub-Affiliate: an independent third party contracted by the Affiliate.

2) Network/Services, Program and Offer

• - The Affiliate agrees to provide the services outlined in the agreement, which iHuntz Media agrees to pay for as prescribed in the agreement and applicable insertion orders (IOs).
• - Each Affiliate will receive a unique username and password to access the program site. This information must be kept confidential and used solely by the Affiliate.
• - If any Affiliate registration info is found to be misleading, inaccurate, or untrue, iHuntz Media may terminate or restrict the Affiliate’s account and withhold any due payments.
• - iHuntz Media is not responsible for the operation, development, maintenance, or content of the Affiliate’s website. Affiliates must ensure their site does not violate third-party rights or laws and complies with all applicable regulations.
• - Offers will be posted on the program site. Affiliates have a limited, non-transferable right to download and publish these offers on their websites and in electronic communications per this agreement.

3) Independent Contractor

The parties remain independent contractors. There is no partnership, employment, franchise, or joint venture relationship. The Affiliate acts as a limited agent solely to perform the services specified.

4) Compensation and Terms of Payments

• - Affiliate fees (“Fees”) shall be paid monthly, approximately within 60 days of invoicing, calculated per terms outlined in each Offer.
• - Affiliates must issue valid invoices for payment processing.
• - Payments require submission of all required documents. iHuntz Media holds no liability for delays or costs due to incomplete submissions and does not pay interest on delayed payments.
• - The minimum payout threshold is US$1,000.00. Amounts below the threshold will roll over to the next billing period.
• - Upon termination of the partnership, payments will be made automatically within two months from the termination date.

5) Fraud

iHuntz Media reserves the right to review all Affiliate fees for possible fraud. If fraud is suspected, payments may be withheld during review. Fraudulent activity constitutes a breach of this agreement and may result in immediate termination. Affiliates forfeit any fees generated through fraud. iHuntz Media may also offset any fraudulent payments against future fees and reserves the right to terminate the agreement with five days’ notice.

6) Limitation of Liability

The parties agree to indemnify and hold harmless each other, their parent companies, shareholders, directors, officers, and employees against all third-party claims, judgments, and associated legal fees arising from breaches of this agreement.

7) Confidentiality

Both parties acknowledge that during their business relationship, they will access confidential information including business and marketing strategies, industry-specific practices, and proprietary studies. Neither party shall disclose or misuse such information during or after the term of this agreement, except as required to fulfill obligations herein.

8) Cancellation and Termination

The initial terms are as specified in the applicable insertion orders. Either party may terminate this agreement: iHuntz Media by giving 6 hours’ notice, and the Affiliate by giving 48 hours’ notice.

9) Governing Law, Taxability, and Jurisdiction

This agreement is governed by Indian law. Jurisdiction lies exclusively with the district courts of Ghaziabad, Uttar Pradesh, India, or courts in Singapore.
• - Affiliates must bear the Equalization Tax of 6%.
• - Disputes shall first be resolved amicably; failing which, they shall be settled by arbitration under The Arbitration and Conciliation Act, 1996, or its amendments.
• - Arbitration will take place in Singapore or Ghaziabad, conducted in English by a sole arbitrator. Arbitration decisions are final and binding, with costs shared equally by parties.

10) Enforceability

• - No waiver of any term shall be valid unless mutually agreed in writing.
• - If any provision is declared invalid or unenforceable, the remainder of the agreement remains effective.
• - The agreement, exhibits, and applicable insertion orders constitute the entire agreement, superseding any prior understandings.
• - Amendments require written consent by authorized representatives.
• - Signed insertion orders remain valid until December 31st of each calendar year.

11) Miscellaneous

• Force Majeure: Parties are excused from obligations if prevented by events beyond control (acts of God, wars, strikes, network failures, etc.) upon prompt notification.
• Notices: Any required communication must be in writing and delivered via electronic mail, fax, or personal delivery to the addresses provided in the Affiliate’s program account. Notices are deemed received upon transmission or delivery.