PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE AGREEMENT CAREFULLY
The following agreement captures the terms and conditions of use ("Agreement"), applicable to Your use of EduMany.com ("Web Site"), which promotes business between suppliers and buyers globally. It is an agreement between You as the user of the Web Site and Edu Reach Pvt Ltd. ("ERPL"). The expressions “You” “Your” or “User(s)” refers to any person who accesses or uses the Web Site for any purpose.
By subscribing to or interacting with other User(s) on or entering into negotiations in respect of sale or supply of goods or services on or using the Web Site in any manner for any purpose, You undertake and agree that You have fully read, understood and accepted the Agreement.
If You do not agree to or do not wish to be bound by the Agreement, You may not access or otherwise use the Web Site in any manner.
I. WEBSITE- MERELY A VENUE/PLATFORM
The Web Site acts as a match-making platform for User(s) to negotiate and interact with other User(s) for entering into negotiations in respect thereof for sale or supply of goods or services. ERPL or EduMany.com are not parties to any negotiations that take place between the User(s) of the Web Site and are further not parties to any agreement including an agreement for sale or supply of goods or services or otherwise, concluded between the User(s) of the Web Site.
ERPL does not control and is not liable in respect of or responsible for the quality, safety, genuineness, lawfulness or availability of the products or services offered for sale on the Web Site or the ability of the User(s) selling or supplying the goods or services to complete a sale or the ability of User(s) purchasing goods or services to complete a purchase. This agreement shall not be deemed to create any partnership, joint venture, or any other joint business relationship between ERPL and any other party.
II. SERVICES PROVIDED BY ERPL
ERPL provides the following services to its Customers and their respective definitions are classified here under: -
· "Membership“: User(s) availing this service could maximize its return on investment by availing the specialised feature of this package.
· "Advertisement": It is add-on service by EduMany which gives its User(s) priority listing in their chosen category of products or the option of Displaying Banners in specified sizes and locations. By availing this service the User(s) will get benefits of increased leads and enquiries.
· "TrustSEAL": is a seal that User(s) gets after getting its business-related documents and information verified.
· "Verified" User(s): Users are said to be verified if any of their provided primary/ secondary, mobile or email is verified by ERPL or on the website.
· "Trade Leads” also known as business leads or buy requirements or leads is a service provided to a User wherein a User posts information about a particular product and/or service that he wishes to procure or sell on the Site. The Seller or the supplier of such services or products can view the details on complying certain set formalities or conditions.
III. USER(S) ELIGIBILITY
User(s) represent and warrant that they have the right to avail or use the services provided by ERPL, including but limited to the Web Site ("ERPL’s Services"). ERPL’s Services can only be availed by those individuals or business entities, including sole proprietorship firms, companies and partnerships, which are authorised under applicable law to form legally binding agreements. As such, natural persons below 18 years of age and business entities or organisations that are not authorised by law to operate in India or other countries are not authorised to avail or use ERPL’s Services.
User(s) agree to abide by the Agreement and any other rules and regulations imposed by the applicable law from time to time. ERPL or the website shall have no liability to the User(s) or anyone else for any content, information or any other material transmitted over ERPL’s Services, including any fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with each User(s).The user shall do its own due diligence before entering into any transaction with other users on the website. ERPL at its sole discretion reserves the right to refuse ERPL’s Services to anyone at any time. ERPL’s Services are not available and may not be availed or used by User(s) whose Accounts have been temporarily or indefinitely suspended by ERPL.
IV. USER(S) AGREEMENT
This Agreement applies to any person who accesses or uses the Web Site for any purpose. It also applies to any legal entity which may be represented by any person who accesses or uses the Web Site, under actual or apparent authority. User(s) may use this Web Site solely for their commercial/business purposes.
This Agreement applies to all services offered on the Web Site and by ERPL, collectively with any additional terms and conditions that may be applicable in respect of any specific service used or accessed by User(s) on the Web Site. In the event of any conflict or inconsistency between any provision of this Agreement and any additional terms and conditions applicable in respect of any service offered on the Web Site, such additional terms and conditions applicable in respect of that service shall prevail over this Agreement.
V. AMENDMENT TO USER(S) AGREEMENT
ERPL reserves the right to change, modify, amend, or update the Agreement from time to time and such amended provisions of the Agreement shall be effective immediately upon being posted on the Web Site. If You do not agree to such provisions, You must stop using the service with immediate effect. Your continuous use of the service will be deemed to signify Your acceptance of the amended provisions of the Agreement.
VI. INTELLECTUAL PROPERTY RIGHTS
ERPL is the sole owner and the lawful licensee of all the rights to the Web Site and its content ("Web Site Content"). Web Site Content means the design, layout, text, images, graphics, sound, video etc. of or made available on the Web Site. The Web Site Content embodies trade secrets and other intellectual property rights protected under worldwide copyright and other applicable laws pertaining to intellectual property. All title, ownership and intellectual property rights in the Web Site and the Web Site Content shall remain in ERPL, its affiliates or licensor’s of the Web Site content, as the case may be.
All rights, not otherwise claimed under this Agreement by ERPL, are hereby reserved. Any information or advertisements contained on, distributed through, or linked, downloaded or accessed from any of the services contained on the Web Site or any offer displayed on or in connection with any service offered on the Web Site ("Website Information") is intended, solely to provide general information for the personal use of the User(s), who fully accept any and all responsibility and liabilities arising from and out of the use of such Information. ERPL does not represent, warrant or endorse in any manner the accuracy or reliability of Website Information, or the quality of any products and/or services obtained by the User(s) as a result of any Website Information.
For any content and or link uploaded to the Website by the User from Youtube, the User agrees to abide and accepts, the terms of service of Youtube, available at https://www.youtube.com/t/terms The same is applicable to any other media, medium used to upload, link matter from and to.
The Information is provided “as is” with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of the Information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. Nothing contained in the Agreement shall to any extent substitute for the independent investigations and the sound technical and business judgment of the User(s). In no event shall ERPL be liable for any direct, indirect, incidental, punitive, or consequential damages of any kind whatsoever with respect to ERPL’s Services. User(s) hereby acknowledge that any reliance upon the Information shall be at their sole risk and further understand and acknowledge that the Information has been compiled from publicly aired and published sources. ERPL respects the rights of such entities and cannot be deemed to be infringing on the respective copyrights or businesses of such entities. ERPL reserves the right, in its sole discretion and without any obligation, to make improvements to, or correct any error or omissions in any portion of the Information.
· Trademark
"EduMany" and related icons and logos are unregistered trademarks or trademarks or service marks of ERPL in various jurisdictions and are protected under applicable copyright, trademark and other proprietary and intellectual property rights laws. The unauthorized adoption copying, modification, use or publication of these marks is strictly prohibited.
· Copyright
All Web Site Content including Website Information is copyrighted to ERPL excluding any third-party content and any links to any third-party websites being made available or contained on the Web Site. User(s) may not use any trademark, service mark or logo of any independent third parties without prior written approval from such parties.
User(s) acknowledge and agree that ERPL is not an arbiter or judge of disputes concerning intellectual property rights and as such cannot verify that User(s) selling or supplying merchandise or providing services on the Web Site have the right to sell the merchandise or provide the services offered by such User(s). ERPL encourages User(s) to assist ERPL in identifying listings on the Web Site which in the User(s) knowledge or belief infringe their rights. User(s) further acknowledge and agree by taking down a listing, ERPL does not and cannot be deemed to be endorsing a claim of infringement and further that in those instances in which ERPL declines to take down a listing, ERPL does not and cannot be deemed to be endorsing that the listing is not infringing of third party rights or endorsing any sale or supply of merchandise or services pursuant to or on account of such listing.
ERPL respects the intellectual property rights of others, and we expect our User(s) to do the same. User(s) agree to not copy, download or reproduce the Web Site Content, Information or any other material, text, images, video clips, directories, files, databases or listings available on or through the Web Site ("ERPL Content") for the purpose of re-selling or re-distributing, mass mailing (via email, wireless text messages, physical mail or otherwise) operating a business competing with ERPL, or otherwise commercially exploiting the ERPL Content unless otherwise agreed between the parties. Systematic retrieval of ERPL Content to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from ERPL is prohibited.
In addition, use of the ERPL Content for any purpose not expressly permitted in this Agreement is prohibited and entitles ERPL to initiate appropriate legal action. User(s) agree that as a condition of their access to and use of ERPL's Services, they will not use ERPL’s Services to infringe the intellectual property rights of any third parties in any way. ERPL reserves the right to terminate the right of any User(s) to access or use ERPL’s Services for any infringement of the rights of third parties in conjunction with use of the ERPL’s Service, or in the event ERPL is of the believes that User(s) conduct is prejudicial to the interests of ERPL, its affiliates, or other User(s), or for any other reason, at ERPL’s sole discretion, with or without cause.
· URL's/Sub-Domain
URL’s/ Sub-domain names assigned by ERPL to User(s) (including both paid and free User(s)) are the exclusive property of ERPL and it cannot be assumed to be permanent in any case. ERPL reserves the right, without prior notice, at any point of time, to suspend or terminate or restrict access to or edit any URL's/Sub-domain names. IN ALL SUCH CASES, ERPL WILL NOT BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION OR OTHERWISE.
ERPL may allow User(s) access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to the websites offered by such third parties ("Third Party Websites"). ERPL advises its User(s) to read the terms and conditions of use and/or privacy policies applicable in respect of such Third Party Websites prior to using or accessing such Third Party Websites. Users acknowledge and agree that ERPL has no control over any content offered on Third Party Websites, does not monitor such Third Party Websites, and shall in no manner be deemed to be liable or responsible to any person for such Third Party Sites, or any content, products or services made available thereof.
VII. LINKS TO THIRD PARTY SITES
Links to third party sites are provided on Web Site as a convenience to User(s). User(s) acknowledge and agree that ERPL does not have any control over the content of such websites and/ or any information, resources or materials provided therein.
ERPL may allow User(s) access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to the websites offered by such third parties ("Third Party Websites"). ERPL advises its User(s) to read the terms and conditions of use and/or privacy policies applicable in respect of such Third Party Websites prior to using or accessing such Third Party Websites. Users acknowledge and agree that ERPL has no control over any content offered on Third Party Websites, does not monitor such Third Party Websites, and shall in no manner be deemed to be liable or responsible to any person for such Third Party Sites, or any content, products or services made available thereof.
VIII. TERMINATION
Most content and some of the features on the Web Site are made available to User(s) free of charge. However, ERPL reserves the right to terminate access to certain areas or features of the Web Site (to paying or registered User(s)) at any time without assigning any reason and with or without notice to such User(s). ERPL also reserves the universal right to deny access to particular User(s) to any or all of its services or content without any prior notice or explanation in order to protect the interests of ERPL and/ or other User(s) of the Web Site. ERPL further reserves the right to limit, deny or create different access to the Web Site and its features with respect to different User(s), or to change any or all of the features of the Web Site or introduce new features without any prior notice to User(s).
ERPL reserves the right to terminate the membership/subscription of any User(s) temporarily or permanently for any of the following reasons:
(a) If any false information in connection with their account registered with ERPL is provided by such User(s), or if such User(s) are engaged in fraudulent or illegal activities/transactions.
(b) If such User(s) breaches any provisions of the Agreement.
(c) If such User(s) utilizes the Web Site to send spam messages or repeatedly publish the same product information.
(d) If such User(s) posts any material that is not related to trade or business cooperation.
(e) If such User(s) impersonates or unlawfully uses another person’s or business entity’s name to post information or conduct business in any manner.
(f) If such User(s) is involved in unauthorized access, use, modification, or control of the Web Site database, network or related services.
(g) If such User(s) obtains by any means another registered User(s) Username and/or Password.
(h) Or any other User(s) activity that may not be in accordance with the ethics and honest business practices.
If ERPL terminates the membership of any registered User(s) including those User(s) who have subscribed for the paid services of ERPL, such person will not have the right to re-enrol or join the Web Site under a new account or name unless invited to do so in writing by ERPL In any case of termination, no subscription/membership fee/charges paid by the User(s) will be refunded. User(s) acknowledge that inability to use the Web Site wholly or partially for whatever reason may have adverse effect on their business. User(s) hereby agree that in no event shall ERPL be liable to any User(s) or any third parties for any inability to use the Web Site (whether due to disruption, limited access, changes to or termination of any features on the Web Site or otherwise), any delays, errors or omissions with respect to any communication or transmission, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the Web Site or any of its features.
IX. REGISTERED USER(S)
To become a registered User(s) of the Web Site a proper procedure has been made available on the Web Site which is for the convenience of User(s) so that they can easily use the website.
User(s) can become registered User(s) by filling an on-line registration form on the Web Site by providing the required information (including name, contact information, details of User(s) business, etc.). ERPL will establish an account ("Account") for the User(s) upon successful registration and will assign a user alias ("User ID") and password ("Password") for log-in access to the User(s)’s Account. ERPL may at its sole discretion assign to User(s) upon registration a web-based email or messaging account (“Email Account”) with limited storage space to send or receive emails or messages. Users will be responsible for the content of all the messages communicated through the account.
User(s) registering on the Web Site on behalf of business entities represent and warrant that: (a) they have the requisite authority to bind such business entity this Agreement; (b) the address provided by such User(s) at the time of registration is the principal place of business of such business entity; and (c) all other information provided to ERPL during the registration process is true, accurate, current and complete. For purposes of this provision, a branch or representative office of a User(s) will not be considered a separate entity and the principal place of business of the User(s) will be deemed to be that of its head office.
User(s) agree that by registering on the Web Site, they consent to the inclusion of their personal data in ERPL’s on-line database and authorize ERPL to share such information with other User(s). ERPL may refuse registration and deny the membership and associated User ID and Password to any User(s) for whatever reason. ERPL may suspend or terminate a registered membership at any time without any prior notification in interest of ERPL or general interest of its User(s) without assigning any reason thereof and there shall arise no further liability on ERPL of whatsoever nature due to the suspension or termination of the User account. User(s) registered on the Web Site are in no manner a part of or affiliated to ERPL.
User(s) further agree and consent to be contacted by ERPL through phone calls, SMS notifications or any other means of communication, in respect to the services provided by ERPL even if contact number(s) provided to ERPL upon registration are on Do Not Call Registry.
X. DATA PROTECTION
Personal information supplied by User(s) during the use of the Web Site is governed by ERPL’s privacy policy ("Privacy Policy"). Please click here to know about the Privacy Policy
XI. POSTING YOUR CONTENT ON WEBSITE
Some content displayed on the Web Site is provided or posted by third parties. User(s) can post their content on some of the sections/services of the Web Site using the self-help submit and edit tools made at the respective sections of the Web Site. User(s) may need to register and/or pay for using or availing some of these services.
User(s) understand and agree that ERPL in such case is not the author of the content and that neither ERPL nor any of its affiliates, directors, officers or employees have entered into any arrangement including any agreement of sale or agency with such third parties by virtue of the display of such content on the Web Site. User(s) further understand and agree ERPL is not responsible for the accuracy, propriety, lawfulness or truthfulness of any third party content made available on the Web Site and shall not be liable to any User(s) in connection with any damage suffered by the User(s) on account of the User(s)’s reliance on such content. ERPL shall not be liable for a User(s) activities on the Web Site, and shall not be liable to any person in connection with any damage suffered by any person as a result of any User's conduct.
User(s) solely represent, warrant and agree to:
(a) provide ERPL with true, accurate, current and complete information to be displayed on the Web Site;
(b) maintain and promptly amend all information provided on the Web Site to keep it true, accurate, current and complete.
User(s) hereby grant ERPL an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to display and use all information provided by them in accordance with the purposes set forth in the Agreement and to exercise the copyright, publicity and database rights User(s) have in such material or information, in any form of media, third party copyrights, trademarks, trade secret rights, patents and other personal or proprietary rights affecting or relating to material or information displayed on the Web Site, including but not limited to rights of personality and rights of privacy, or affecting or relating to products that are offered or displayed on the Web Site (hereafter referred to as "Third Party Rights").
User(s) hereby represent, warrants and agree that User(s) shall be solely responsible for ensuring that any material or information posted by User(s) on the Web Site or provided to the Web Site or authorized by the User(s) for display on the Web Site, does not, and that the products represented thereby do not, violate any Third Party Rights, or is posted with the permission of the owner(s) of such Third Party Rights. User(s) hereby represent, warrant and agree that they have the right to manufacture, offer, sell, import and distribute the products offered and displayed on the Web Site, and that such manufacture, offer, sale, importation and/or distribution of those products violates no Third Party Rights.
User(s) agree that they will not use ERPL Content and/or ERPL’s Services to send junk mail, chain letters or spamming. Further, registered User(s) of the Web Site agree that they will not use the Email Account to publish, distribute, transmit or circulate any unsolicited advertising or promotional information. User(s) further hereby represent, warrant and agree that any content, material or information submitted to ERPL for display on the Web Site or transmitted or sought to be transmitted through ERPL’s Services does not and shall at no point:
· Contain fraudulent information or make fraudulent offers of items or involve the sale or attempted sale of counterfeit or stolen items or items whose sales and/or marketing is prohibited by applicable law, or otherwise promote other illegal activities; · Belong to another person and to which User(s) do not have any right to; · Be part of a scheme to defraud other User(s) of the Web Site or for any other unlawful purpose; · Be intended to deceive or mislead the addressee about the origin of such messages or to communicate any information which is grossly offensive or menacing in nature; · Relate to sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity or privacy, or any other Third Party Rights; · Violate any applicable law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); · Be defamatory, abusive libellous, unlawfully threatening, unlawfully harassing, grossly harmful, indecent, seditious, blasphemous, paedophilic, hateful, racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, leading to breach of confidence, or otherwise unlawful or objectionable in any manner whatever; · Be vulgar, obscene or contain or infer any pornography or sex-related merchandising or any other content or otherwise promotes sexually explicit materials or is otherwise harmful to minors; · Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; · Contain any material that constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law or regulation; · Solicit business from any User(s) in connection with a commercial activity that competes with ERPL; · Threaten the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting any other nation. · Contain any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information or that are designed to interrupt, destroy or limit the functionality of any computer resource; · Link directly or indirectly to or include descriptions of goods or services that are prohibited under the prevailing law; or Otherwise create any liability for ERPL or its affiliates
ERPL reserves the right in its sole discretion to remove any material/content/photos/offers displayed on the Web Site which in ERPL’s reasonable belief is unlawful or could subject ERPL to liability or in violation of the Agreement or is otherwise found inappropriate in ERPL's opinion. ERPL reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing.
In connection with any of the foregoing, ERPL reserves the right to suspend or terminate the Account of any User(s) as deemed appropriate by ERPL at its sole discretion. User(s) agree that ERPL shall have no liability to any User(s), including liability in respect of consequential or any other damages, in the event ERPL takes any of the actions mentioned in this provision.
User(s) understand and agree that the Web Site acts as a content integrator and is not responsible for the information provided by User(s) displayed on the Web Site. ERPL does not have any role in developing the content displayed on the Web Site. ERPL has the right to promote any content including text, images, videos, brochures etc. provided by User(s) on various platforms owned by the company.
XII. INTERACTION BETWEEN USERS
ERPL provides an on-line platform to facilitate interaction between buyers and suppliers of products and services. ERPL does not represent the seller or the buyer in transactions and does not charge any commission for enabling any transaction unless already mentioned. ERPL does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Web Site or the ability of the suppliers to complete a sale or the ability of buyers to complete a purchase. User(s) are cautioned that there may be risks of dealing with foreign nationals or people acting under false pretences on the Web Site. Web Site uses several tools and techniques to verify the accuracy and authenticity of the information provided by User(s). ERPL however, cannot and does not confirm each User(s)’s purported identity on the Web Site. ERPL encourages User(s) to evaluate the User(s) with whom they would like to deal with and use the common prudence while dealing with them.
User(s) agree to fully assume the risks of any transactions ("Transaction Risks") conducted on the basis of any content, information or any other material provided on the Web Site and further assume the risks of any liability or harm of any kind arising due to or caused in connection with any subsequent activity relating to any products or services that are the subject of any such transaction.
· Such risks include, but are not limited to, misrepresentation of products and services, fraudulent schemes, unsatisfactory quality, failure to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, breach of warranty, breach of contract and transportation accidents. · Such risks also include the risks that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Web Site may violate or may be asserted to violate Third Party Rights, and the risk that that User(s) may incur costs of defense or other costs in connection with third parties' assertion of Third Party Rights, or in connection with any claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. · Such risks further include the risks that r the purchasers, end-users of products or others claiming to have suffered injuries or harms relating to product originally obtained by User(s) of the Web Site as a result of purchase and sale transactions in connection with using any content, information or any other material provided on the Web Site may suffer harms and/or assert claims arising from their use of such products.
User(s) agree that ERPL shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may occur/arise as a result of or in connection with any Transaction Risks. User(s) are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use of any content, information or any other material provided on the Web Site , including, without limitation, terms regarding payment, returns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permits, handling, transportation and storage. In the event of a dispute with any party to a transaction, User(s) agrees to release and indemnify ERPL (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such transaction
EduMany reserves the right to add/modify/discontinue any of the features offered on ERPL’s Services.
XIII. LIMITATION OF LIABILITY/DISCLAIMER
The features and services on the Web Site are provided on an " as is " and " as available " basis, and ERPL hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, undertakings and terms are hereby excluded. ERPL makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability or completeness of any information provided on or through the Web Site. ERPL does not represent or warrant that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Web Site does not violate any Third Party Rights; and ERPL makes no representations or warranties of any kind concerning any product or service offered or displayed on the Web site. Any material downloaded or otherwise obtained through the Web site is at the User(s) sole discretion and risk and the User(s) is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by the User(s) from Web Site or through or from the Web Site shall create or be deemed to create any warranty not expressly stated herein.
Under no circumstances shall ERPL be held liable for any delay or failure or disruption of the content or services delivered through the Web Site resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, Acts of God, natural calamities, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties. User(s) hereby agree to indemnify and save ERPL, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from their use of the Web Site (including but not limited to the display of User(s) information on the Web Site) or from User(s)’s breach of any of the terms and conditions of this Agreement. User(s) hereby further agree to indemnify and save ERPL, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User(s)’s breach of any representations and warranties made by the User(s) to ERPL.
User(s) hereby further agree to indemnify and save ERPL, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the Web Site. User(s) hereby further agree that ERPL is not responsible and shall have no liability for any material posted by other User(s) or any other person, including defamatory, offensive or illicit material and that the risk of damage from such material rests entirely with the User(s). ERPL reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by any User(s), in which event such User(s) shall cooperate with ERPL in asserting any available defences.
ERPL shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:
· The use or the inability to use the Web Site;
· Any defect in goods, samples, data, information or services purchased or obtained from a User(s) or a third-party service provider through the web site;
· Violation of Third Party Rights or claims or demands that User(s) manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the web site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
· Unauthorized access by third parties to data or private information of any User(s);
· Statements or conduct of any User(s) of the web site; or
· Any matters relating to Premium Services however arising, including negligence.
XIV. NOTICES
All notices or demands to or upon ERPL shall be effective if in writing and shall be deemed to be duly made when sent to ERPL to Mr Melwin Braggs, Edu Reach Pvt Limited, 24 Resham, 2nd floor, Hill top, Church Road, Marol , Mumbai 400059, Maharashtra, India.
All notices or demands to or upon a User(s) shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User(s) on the Web Site, or by posting such notice or demand on an area of the Web Site that is publicly accessible without a charge.
Notice to a User(s) shall be deemed to be received by such User(s) if and when Web Site is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User(s), or immediately upon Web Site’s posting such notice on an area of the Web Site that is publicly accessible without charge.
XV. GOVERNING LAW AND DISPUTE RESOLUTIONS
This Agreement and the Privacy Policy shall be governed in all respects by the laws of Indian Territory. ERPL considers itself and intends itself to be subject to the jurisdiction of the Courts of Mumbai, Maharashtra, India only. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of Mumbai, Maharashtra, India.
XVI. MISCELLANEOUS
· Headings for any section of the Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
· ERPL’s failure to enforce any right or failure to act with respect to any breach by a User(s) under the Agreement and/or Privacy Policy will not be deemed to be a ERPL’s waiver of that right or ERPL's waiver of the right to act with respect with subsequent or similar breaches.
· ERPL shall have the right to assign its obligations and duties in this Agreement and in any other agreement relating ERPL’s Services to any person or entity
· If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions of the Agreement shall be enforced.
· All calls to EduMany are completely confidential. However, Your call may be recorded to ensure quality of service. Further, for training purpose and to ensure excellent customer service, calls from EduMany may be monitored and recorded.
· Mr Melwin Braggs is the designated Grievance Officer in respect of ERPL’s Services. Any complaints or concerns with regards to any content on ERPL’s Services or any breach of this Agreement or Privacy Policy can be directed to the designated Grievance Officer in writing at Edu Reach Pvt Limited, 24 Resham, 2nd floor, Hill top, Church Road, Marol , Mumbai 400059, Maharashtra, India. or through an email signed with the electronic signature sent to info@EduMany.com
· The Agreement and the Privacy Policy constitute the entire agreement between the User(s) and ERPL with respect to access to and use of the Web Site, superseding any prior written or oral agreements in relation to the same subject matter herein
XVII. PHARMACEUTICAL PRODUCT/SERVICE POLICIES
The Web Site does not facilitate the purchase of pharmaceutical products, and only advertises and/or showcases the pharmaceutical products posted by Users(s). User(s) involved in the purchase and supply of pharmaceutical products hereby agree to abide by and be compliant of any applicable laws, rules, regulations, notifications or orders issued by the Government of India or any of its agencies from time to time in this regard including but not limited to Drugs and Cosmetics Act, 1940, Drugs and Cosmetics Rules, 1945 ("Drug Rules"), Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954 ("Drug and Magic Remedies Act").
ERPL shall not be responsible for any information, content or material in respect of or related to any pharmaceutical product posted, provided or displayed by User(s) on the Web Site. Accordingly, the User posting the content shall ensure that the content so posted does not violate any statue in the rules made thereunder including the Act(s) as referred above, so that no consequences of any nature could be attributed to ERPL in any manner whatsoever.
Users(s) hereby undertake that they shall solely be responsible and shall bear all the liabilities in respect of selling prescription medicines and/or drugs mentioned in any of the Schedules of the Drug Rules without a prescription issued by a registered medical practitioner and in accordance with the conditions laid down in such rules. In the event of breach of such condition, ERPL shall not be liable and responsible in any manner whatsoever.
Users(s) undertake and agree to indemnify and hold harmless ERPL and/or any of its affiliates, directors, officers, employees or representatives from and against any and all losses, liabilities, damages, claims, costs and expenses (including attorney’s fees and expenses, any third party claims), which ERPL may incur or suffer as a result of or in connection with any illegal sales of drugs and/or medicines.
ERPL does not offer any guarantees or warranties on the medicinal products or services displayed or listed on the Web Site and is not liable for any relevant transaction between the User(s), including transactions involving sale of any medicine(s) restricted and/or banned for sale by any governmental or any other regulatory authorities.
XVIII. TRADE LEAD RATINGS
The Company encourages Users to 'rate' the companies they do business with on this e-marketplace. Trade lead Ratings are based on actual responses (positive or negative) that Users receive while transacting with various parties. Buyers rate sellers on service and product quality. In turn, sellers rate buyers based on ease of transaction, timely payments etc. The following points should be considered when rating a Trade Leads.
a. Do NOT abuse the Trade Lead Rating system. Abuse of the Trade Lead Rating system includes using the user id of another User or the Users own secondary user ids to raise the Users own Trade Lead rating or lower the rating of another Trade Lead member; or the use of threatening, abusive, racially vilifying, discriminatory or profane language. If the User's language is in any way offensive, the offended User can initiate legal proceedings against the User and shall be held liable for the comment.
b. The Company reserves the right to delete any rating without prior notice and/or at its sole discretion upon an investigation into the rating. The ratings system promotes freedom of expression on Company, however the Company encourage Users to rate other Users singularly based on their experiences while transacting business. The Company shall remove Users feedback only in exceptional circumstances.
c. The Company reserves the right to suspend and reactivate any user id depending on negative or positive ratings of the particular User. Company may also caution Users transacting with buyers/sellers who have been suspended. Once a User is suspended, all live Trade leads of that User will be closed and Trade leads that are loaded shall be deleted as well.
i. The Company reserves the right to suspend and reactivate any user id depending on negative or positive ratings of the particular User. Company may also caution Users transacting with buyers/sellers who have been suspended. Once a User is suspended, all live Trade leads of that User will be closed and Trade leads that are loaded shall be deleted as well.
ii. If the User feels that an unfair rating has been received or there is any evidence of any abuse of the rating system, please contact the Grievance Officer of the Company.
The Company shall not be held liable under any circumstances for the data or information and/or content of a Trade Lead Rating.
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This EduMany Associates Program Operating Agreement (“Operating Agreement”) contains the terms and conditions that govern your participation in the EduMany Associates Program (the “Program”). “We,” “us,” or “our” means Edu Reach Private Ltd. “You” or “your” means the applicant. A “site” means a website. “EduMany Site” means the www.EduMany.com site. “Your site” means any site(s), any software application(s) and any Mobile Application (as defined hereinafter) that you link to the EduMany Site.
BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE EDUMANY SITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT, INCLUDING EDUMANY ASSOCIATES PROGRAM PARTICIPATION REQUIREMENTS. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.
1. Description of the Program
The purpose of the Program is to permit you to advertise Products on your site and to earn advertising fees for Qualifying Purchases (defined in Section 7) made by your end users. A “Product” is any item or service sold on the EduMany Site, other than any product that is listed on this page (collectively, “Excluded Products”). Product may also include certain services, if any, expressly included on the EduMany Associates Program Advertising Fee Schedule. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program ("Content"). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the EduMany Site.
2. Enrollment
To begin the enrollment process, you must submit a complete and accurate Program application. You must identify your site in your application. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application in our sole discretion including if we determine that your site is unsuitable. Unsuitable sites include those that:
(a) promote or contain sexually explicit materials;
(b) promote violence or contain violent materials;
(c) promote or contain libelous or defamatory materials;
(d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
(e) promote or undertake illegal activities;
(f) include any trademark of EduMany or its affiliates, or a variant or misspelling of a trademark of EduMany or its affiliates, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site (see the Trademark Guidelines for examples); or
(g) otherwise violate intellectual property rights.
If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Operating Agreement at any time in our sole discretion.
You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Operating Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
3. Links on Your Site
After you have been notified that you have been accepted into the Program, you may display Special Links on your site or share the marketing material specifically created by EduMany for this program. “Special Links” are links to the EduMany Site that you place on your site in accordance with this Operating Agreement, that properly utilize the special “tagged” link formats we provide, and that comply with the EduMany Associates Program Linking Requirements. Special Links permit accurate tracking, reporting, and accrual of advertising fees.
You may earn advertising fees only as described in Section 7 and only with respect to activity on the EduMany Site occurring directly through Special Links. We will have no obligation to pay you advertising fees if you fail to properly format the links on your site to the EduMany Site as Special Links, including to the extent that such failure may result in any reduction of advertising fee amounts that would otherwise be paid to you under this Operating Agreement.
If you wish to include Special Links, marketing material specifically created by EduMany for this you must take care to ensure that your “Special Links” includes your referral id for you to get credit. The purchaser will have to use your “Special Links” to create account and or make purchases for you to get credit.
4. Program Requirements
By participating in the Program, you agree that you will comply with the EduMany Associates Program Participation Requirements and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Operating Agreement (collectively, “Operational Documentation”).
You will provide us with any information that we request to verify your compliance with this Operating Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction described on the EduMany Associates Program Participation Requirements page or any other Operational Documentation or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us): (a) withhold any advertising fees payable to you under this Operating Agreement,; (b) close any other accounts you may have or may open in the future, without payment of any advertising fees; (c) terminate this Operating Agreement, ; or (d) undertake all of the above actions. In addition, you hereby consent to us:
· sending you emails relating to the Program from time to time;
· monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links (e.g., that a particular EduMany customer clicked through a Special Link from your site before buying a Product on the EduMany Site) in accordance with the EduMany.com Privacy Notice; and
· monitoring, crawling, and otherwise investigating your site to verify compliance with this Operating Agreement and the Operational Documentation.
5. Responsibility for Your Site
You will be solely responsible for your site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:
· the technical operation of your site and all related equipment;
· displaying Special Links and Content on your site in compliance with this Operating Agreement and the Operational Documentation and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);
· creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links);
· using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);
· using the Content, your site, and the materials on or within your site in a manner that is not harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous or otherwise in any manner whatsoever;
· disclosing on your site accurately and adequately, 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 us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers; and
· any use that you make of the Content and the EduMany Marks, whether or not permitted under this Operating Agreement.
We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Operating Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Operating Agreement or any Operational Documentation; or (e) your or your employees' negligence or willful misconduct.
6. Order Processing
We will process Product orders placed by customers who follow Special Links from your site to the EduMany Site. We reserve the right to reject orders that do not comply with any requirements on the EduMany Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for reporting and advertising fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases.
7. Advertising Fees
We will pay you advertising fees on Qualifying Purchases in accordance with Section 8 and the EduMany Associates Program Advertising Fee Schedule. In the event any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent advertising fees payable to you under this Operating Agreement. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your site to the EduMany Site; (b) during a single Session that the customer adds a Product to his or her shopping cart and places the order for that Product no later than 365 days or lesser as specified on Edumany website following the customer’s initial click-through; or (c) the Product is shipped to, and paid for by, the customer.
A “Session” begins when a customer clicks through a Special Link on your site to the EduMany Site and ends upon the first to occur of the following: (x) 24 hours elapses from that click; (y) the customer places an order for a Product; or (z) the customer follows a Special Link to the EduMany Site that is not your Special Link.
Qualifying Purchases exclude, and we will not pay advertising fees on any of, the following:
· any Product that, after expiration of the applicable Session, is added to a customer’s Shopping Cart, or is streamed or downloaded by a customer, even if the customer previously followed a Special Link from your site to the EduMany Site;
· any Product purchase that is not correctly tracked or reported because the links from your site to the EduMany Site are not properly formatted;
· any Product purchased through a Special Link by you or on your behalf, including Products you purchase through Special Links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity);
· any Product purchased for resale or commercial use of any kind;
· any Product purchased after termination of this Operating Agreement;
· any Product order where a cancellation, return, or refund has been initiated; and
· any Product purchased by a customer who is referred to the EduMany Site through any of the following:
o a Prohibited Paid Search Placement; or
o a link to the EduMany Site, including a Redirecting Link, that is generated or displayed on a Search Engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.
· any Qualifying Purchase wherein you have offered any person or entity any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Special Links (e.g., by implementing any “rewards” or loyalty program that incentivizes persons or entities to visit the EduMany Site via your Special Links).
· Any customer who clears his cache, cookies, resents his computer, mobile, tab where in your referral introductory link was received.
· any Qualifying Purchase, which takes place in India, made through a mobile device or tablet wherein:
o the mobile application of the EduMany Site is pre-loaded by the original equipment manufacturer ("OEM") on the device or tablet; or
o the mobile application of the EduMany Site is installed through a maintenance release or firmware update or firmware based notifications sent by the OEM or the notification partner; or
o the mobile application of the EduMany Site is installed from a source other than Google Play store or iOS App Store
“Prohibited Paid Search Placement” 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 “EduMany,” or any other trademark of EduMany or its affiliates, or variations or misspellings of any of those words (e.g., “Eddmany,” “EduMani,” “EduMore”). “Redirecting Link” means a link that sends users indirectly to the EduMany Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.
8. Advertising Fee Payment
We will pay you advertising fees on a monthly basis for Qualifying Purchases shipped, streamed, or downloaded (as applicable) in a given month, subject to any applicable withholding or deduction described below. We will pay you approximately 42 days following the end of each calendar month, but we may accrue and withhold advertising fees until the total amount due to you is at least for two purchases and INR1000 minimum.
The advertising fee payable to you is inclusive of all taxes including applicable service tax or goods and services tax or other tax or levy that you may be required to remit in connection with such services for which you will raise a valid invoice under applicable law(s) and regulations and report it in the returns within the prescribed time limit so that EduMany can take input tax credit of the taxes paid. You undertake to comply with any of the applicable provisions of such law including but not limited to:
· timely issuance of GST compliant invoices;
· making the invoices available to EduMany;
· depositing applicable taxes on a periodic basis; and
· correctly reporting them to the government under tax laws.
If at any time credit of taxes is denied or payment of taxes is sought from EduMany, due to, but not limited to, issuance of a deficient invoice, default in payment of taxes, inappropriate reporting in the returns filed or non-compliance of applicable laws and regulations by you, you shall indemnify EduMany against any denied credits or taxes recovered as well as any interest and penalties imposed on EduMany. If required by applicable Indian tax law, we may deduct or withhold taxes, levies or any similar amounts from the advertising fees payable to you. If you are an Indian resident, advertising fees payable to you will be subject to income tax withholding at the rate stipulated under applicable law. We will deduct or withhold taxes as per the provisions of Income Tax Act from any amounts payable to you under the EduMany Associates Program as mentioned above. In order to process your payment and for the purposes of tax remittance we will time to time request tax information from you. In the event of you not providing the required tax information, we reserve the right (in addition to any other rights or remedies available to us) to keep your fees in abeyance until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. If you are not an Indian resident or have not provided us your PAN (Permanent Account Number), the rate of tax withholding applicable to you will vary. Further, if you are a non-resident, you agree to provide necessary documentation, as may be required, for EduMany to satisfy any reporting or any obligations with respect to the advertising fee payable to you. If we deduct or withhold taxes from advertising fees payable to you, we will issue to you the relevant withholding tax certificate, if required under the applicable law, evidencing deposit of the taxes with the relevant regulatory authorities (for non-resident this is subject to relevant documents made available). 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 advertising fees payable to you. You hereby agree that you will not pursue any claim against EduMany or any of its affiliates, and hereby waive all such claims you may now or in the future have, in respect of any taxes EduMany deposits with a relevant taxing authority pursuant to the this Operating Agreement.
Standard Program Fees
Subject to the limitations described in this Fee Statement and compliance with this Agreement, we will pay you standard fees described in the Appendix (”Standard Program Fees”). Fees are calculated as a percentage of Qualifying Revenue.
Special Program Fees or Promotions
From time to time, we may run general special programs or promotions or share coupons that may provide all or some Associates the opportunity to earn additional or alternative fees (“Special Program Fees”). For the avoidance of doubt (and notwithstanding any time period described in this section), EduMany reserves the right to discontinue or modify all or part of any special program or promotion at any time. Unless stated otherwise, all such special programs or promotions (even those which do not involve purchases of Products) are subject to disqualifying exclusions substantially similar to those identified in Section 2 of this Fee Statement, and any restriction under the Program Documents applicable to a Product purchase will also apply on a substantially similar basis as restrictions for special programs or promotions.
EduMany will not pay Special Program Fees where a Introducer, User, Lister, Referral partner, Referral user has been disqualified due to a violation or other abuse (for example, registrations made using invalid email addresses, use of bots or automated software, multiple unethical usage by a single person, repetitive unethical usage, and unethical usage that do not result from Special Links on your Site). EduMany will determine in its sole discretion, in each case, whether a unethical usage has occurred or if there has been a violation or abuse.
Special Links to the specific homepages listed in the “Special Program Fees”) are permitted in connection with the corresponding bounty, notwithstanding the EduMany Associates Program Participation Requirements).
9. Policies and Pricing
Customers who buy products through this Program are customers of the EduMany Site with respect to all activities they undertake in connection with the EduMany Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the EduMany Site will apply to those customers, and the same may be changed at any time.
10. Identifying Yourself as an Associate
You will not issue any press release or make any other public communication with respect to this Operating Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Operating Agreement. You must clearly and prominently state the following, or any substantially similar statement previously allowed under this Agreement: “As an EduMany Associate I earn from qualifying purchases.”
11. Limited License
1. Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising Products on, and directing end users to, the EduMany Site in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the Content solely on your site; and (b) use only those of our trademarks and logos that we may make available to you as part of Content (those trademarks and logos, collectively, “EduMany Marks”) solely on your site and in accordance with the EduMany Associates Program Trademark Guidelines.
2. All licenses set forth in this Section 11 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Operating Agreement or any Operational Documentation, or otherwise upon termination of this Operating Agreement. In addition, we may terminate the license set forth in this Section 11 in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Content and EduMany Marks with respect to which the license set forth in this Section 11 is terminated or as we may otherwise request from time to time.
3. EduMany Associates Program IP License (“License”)
a. By accepting the Operating Agreement, or by accessing or using the Product Advertising Content (as defined hereinafter), including the proprietary application programming interfaces and other tools (collectively, the “PA API”) that permit you to access and use certain types of data, images, text, and other information and content relating to Products (“Product Advertising Content”) which we may make available to you, you agree to be bound by this License.
b. Subject to the terms of this License and solely for the limited purposes of participation in the EduMany Associates Program in strict compliance with the Operating Agreement (including this License and the other Operational Documentation), we hereby grant you a limited, revocable, non-transferable, non-sub licensable, non-exclusive, royalty-free license to: (a) copy and display Product Advertising Content solely on your Site; (b) use only those of the EduMany Marks we make available to you as part of the Product Advertising Content, solely on your Site and in accordance with the EduMany Associates Program Trademark Guidelines, unless otherwise provided for in this Operating Agreement, and (c) access and use the PA API, Data Feed, and Product Advertising Content solely in accordance with the Specifications and this License.
You will use Product Advertising Content solely in accordance with the terms of the Operating Agreement and within the express scope of the license granted herein. Without limiting the foregoing, you will: (a) use Product Advertising Content solely to send end users and sales to the EduMany Site and will not link any Product Advertising Content to, or in conjunction with any Product Advertising Content, direct traffic to any page of a site other than the EduMany Site (however, parts of your Site that are not closely associated with the Product Advertising Content may contain links to sites other than the EduMany Site) and (b) link each use of the Product Advertising Content solely to the related Product detail page or other relevant page of the EduMany Site and not to any other page.
The Product Advertising API or Data Feed may allow you to access data, images, text, and other information and content relating to products offered on one or more affiliate sites. If you use the PA API or Data Feed to access or use any such data, images, text, or other information or content, you agree to comply with and be bound by the terms of the applicable license agreement/ license terms for the PA API or Data Feed (or equivalent service) providing Product Advertising Content from such affiliate sites.
The License will immediately and automatically terminate if at any time you do not timely comply with any obligation under the Program Documents (as defined in the Fee Schedule) or, or otherwise upon termination of this Operating Agreement. In addition, we may terminate the License in whole or in part upon written notice to you. You will promptly stop using the Product Advertising Content (including the PA API and Data Feed) and promptly remove from your Site and delete or otherwise destroy all of the Product Advertising Content and EduMany Marks with respect to which the License is terminated or as we may otherwise request from time to time.
c. PA API Usage Requirements.
i. Description. Under this License, we may make available to you Product Advertising Content including the following:
a. Data, images, audio, video, logos, user interface designs, and other creative designs; and
b. Textual materials, such as textual Product information.
In addition to the foregoing Product Advertising Content and access to the PA API, we may make available from time to time for use in connection with the PA API sample source code and libraries, each of which will be made available to you under a separate license that accompanies each sample source code or library, as applicable. In connection with the PA API, we may also make available specifications, user manuals, guides, supporting materials, and other information, regardless of format, describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of the PA API (collectively, “Specifications”). “Product Advertising Content,” as used in this License, specifically excludes any sample source code or libraries we make available to you under a separate license and any Specifications that we make available. It also specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the EduMany Site.
ii. Obtaining Product Advertising Content. You may obtain Product Advertising Content by making calls to the PA API. If we provide express prior written approval, you may also obtain Product Advertising Content through a data feed (“Data Feed”) that we make available via file transfer protocol. To request our approval for access to Product Advertising Content through a Data Feed, contact us via this link). If you obtain Product Advertising Content through a Data Feed, your access to and use of the Data Feed is subject to this License. You acknowledge that we may change, deprecate, or republish the PA API or Data Feed, or any features of the PA API or Data Feed, at any time and from time to time, and you agree that it is your responsibility to ensure that your access to and use of the PA API or Data Feed is compatible with the then-current requirements (including this License and this Operating Agreement).
You must use both a unique public key/private key pair (each key pair, an “Account Identifier”) and an Associates tag parameter (which can be either the Associate ID issued to you under the Program or a related EduMany Associates Program tracking ID) to identify your account and make calls to the PA API.
If you obtain Product Advertising Content through a Data Feed, you must use a unique username/ password combination to access the Data Feed (“Data Feed Access ID”). You must obtain your Data Feed Access ID as part of the Data Feed approval process.
We may change your Account Identifiers or Data Feed Access ID from time to time. An Account Identifier that is a private key or a Data Feed Access ID that is a password is for your personal use only, and you must maintain its secrecy and security. You may not sell, transfer, sublicense, or otherwise disclose your private key or password to any other person or entity. An Account Identifier that is a public key or a Data Feed Access ID that is a username is not secret.
You are responsible for all activities that occur under your Account Identifiers and/or Data Feed Access ID, as applicable, regardless of whether those activities are undertaken by you or any other person or entity. Therefore, you should contact us immediately if you believe that someone other than you may be using your private key or password, or if your private key or password is otherwise disclosed, lost, or stolen. Use of your Account Identifiers to access or use ay service offered by EduMany Web Services is subject to the EduMany Web Services Agreement. You may not use any Associates tag parameter, Account Identifier, or Data Feed Access ID assigned to anyone other than you or that we did not specifically assign to you.
iii. Usage Requirements. By making calls to the PA API, accessing the Data Feed, or using Product Advertising Content, you agree to comply with following requirements:
. You will use Product Advertising Content only in a lawful manner in accordance with and within the express scope of the terms of this License and this Operating Agreement. You will not use the PA API, Data Feed, or Product Advertising Content with any site or application, or in any other manner, that does not have the principal purpose of advertising and marketing the EduMany Site and driving sales of products and services on the EduMany Site.
a. You will comply with all pages, schedules, policies, guidelines, and other documents and materials, including all Specifications, referenced in this License and the Operational Documentation.
b. You will link each use of Product Advertising Content to, and only to, the relevant page of the EduMany Site (for example, the relevant Product detail page or other page to which particular Product Advertising Content most directly relates), and you will not link any Product Advertising Content to, or in conjunction with any Product Advertising Content direct traffic to, any page of a site other than the EduMany Site (however, parts of your application that are not closely associated with Product Advertising Content may contain links to sites other than the EduMany Site).
iv. You will not, without our express prior written approval, use any Product Advertising Content or Special Link, or otherwise link to the EduMany Site, or in connection with : (a) any client-side software application (e.g., a browser plug-in, helper object, toolbar, extension, component, or any other application executable or installable by an end user) on any device, including computers, mobile phones, tablets, or other handheld devices (other than Approved Mobile Applications); or (b) any television set-top box (e.g., digital video recorders, cable or satellite boxes, streaming video players, blu-ray players, or dvd players) or Internet-enabled television (e.g., GoogleTV, Sony Bravia, Panasonic Viera Cast, or Vizio Internet Apps)).
v. You will not add to, delete from, or otherwise alter any Product Advertising Content in any way, including by adding additional information (e.g., you may not insert words into a customer review), except that you may resize Product Advertising Content consisting of a graphic image in a manner that maintains the original proportions of the image or truncate Product Advertising Content consisting of text in a manner that does not materially alter the meaning of the text or cause the text to become factually incorrect, misleading, or contrary to any law, regulation or industry guideline.
vi. You will promptly remove from your application and delete or otherwise destroy any Product Advertising Content that is no longer displayed on the EduMany Site or that we notify you is no longer available for your use.
vii. You will not include on your application, display, or otherwise use Product Advertising Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
viii. You will not, without our express prior written approval, access or use the Product Advertising API or Data Feed for the purpose of aggregating, analyzing, extracting, or repurposing any Product Advertising Content or in connection with any software or other application intended for use by persons or entities that offer products on the EduMany Site.
ix. You will not (i) interfere, or attempt to interfere, in any manner with the functionality or proper working of the PA API; (ii) compile or use Product Advertising Content for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other advertising activities; or (iii) remove, obscure, alter, or make invisible, illegible, or indecipherable, any notice, including any notice of intellectual property or proprietary right, appearing on or contained within the PA API, Data Feed, Product Advertising Content, or Specifications.
x. You will not issue any press release or make any other public communication with respect to this License or your use of the Product Advertising API, Data Feed, or Product Advertising Content. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this License.
xi. You will not, and will not attempt to (i) modify, alter, tamper with, repair, or otherwise create derivative works of the Specifications or any software included in Product Advertising Content; or (ii) reverse engineer, disassemble, decompile, or otherwise derive any source code of or relating to the PA API, Data Feed, or any software included in Product Advertising Content.
xii. You will not, without our express prior written approval, sell, resell, redistribute, sublicense, or transfer (i) any Product Advertising Content; or (ii) any application that utilizes the Product Advertising API or Data Feed or that incorporates or displays Product Advertising Content. For example, you may not use Product Advertising Content on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to Product Advertising Content to any other person or entity. If you obtain our approval to sell, resell, redistribute, sublicense, or transfer a client application that client application must comply with this License, including subsection (xiii) and the last sentence of subsection (xv) below.
xiii. You will not store or cache Product Advertising Content consisting of an image, but you may store a link to Product Advertising Content consisting of an image for up to 24 hours. You may store other Product Advertising Content that does not consist of images for caching purposes for up to 24 hours, but if you do so you must immediately thereafter refresh and re-display the Product Advertising Content by making a call to the PA API or retrieving a new Data Feed and refreshing the Product Advertising Content on your application immediately thereafter. Unless otherwise notified by us, you may store individual EduMany Standard Identification Numbers (ASINs) for an indefinite period until the termination of this License. Notwithstanding the foregoing, if your application includes a client application, the client application may not store or cache Product Advertising Content. Upon our request you will, within three business days of our request, furnish us with a copy of any client application that includes or uses Product Advertising Content for the purpose of verifying your compliance with this License.
xiv. You will include a date/time stamp adjacent to your display of pricing or availability information on your application if you obtain Product Advertising Content from a Data Feed, or if you call the Product Advertising API or refresh the Product Advertising Content displayed on your application less frequently than hourly. However, during the same day on which you requested and refreshed the pricing and availability information displayed on your application, you may omit the date portion of the stamp. Examples of acceptable messaging include:
a. EduMany.com Price: Rs.3500 (as of 13/07/2013 14:11 IST - Details)
b. EduMany.com Price: Rs.140.77 (as of 14:11 IST - More info)
Additionally, you must either include the following disclaimer adjacent to the pricing or availability information or provide it via a hyperlink, popup box, scripted popup, or other similar method: "Product prices and availability are accurate as of the date/time indicated and are subject to change. Any price and availability information displayed on [relevant EduMany Site(s), as applicable] at the time of purchase will apply to the purchase of this product." In the above examples, "Details" and "More info" would provide a method for the end user to read the disclaimer.
xv. You will not exceed, or if you build and release an application that calls the PA API, each copy of that application that is installed by an end user will not exceed, any limit on calls per second set forth in any Specifications (or that we otherwise notify you apply) and you will not send files to or from the PA API that are greater than 40K without our prior written approval.
xvi. If you display Product Advertising Content consisting of text on your application, you will include the following disclaimer in plain view to end users of your application: “CERTAIN CONTENT THAT APPEARS [IN THIS APPLICATION or ON THIS SITE, as applicable] COMES FROM EDUMANY.COM. THIS CONTENT IS PROVIDED ‘AS IS’ AND IS SUBJECT TO CHANGE OR REMOVAL AT ANY TIME.”
You agree to provide us with any information that we request to verify your compliance with this License.
xvii. In addition to any other rights available to us under applicable law, we may terminate this License if we determine that you or other persons that we determine are affiliated with you or acting in concert with you (whether in respect to any existing or previously terminated account):
i. have not complied with any requirement or restriction described in this License or have otherwise violated this License;
ii. have not complied with any requirement or restriction in, or otherwise violated, any license agreement governing your access and use the PA APIs provided by any of our affiliates; or
iii. have not complied with any requirement or restriction in, or otherwise violated the EduMany Web Services Customer Agreement; iv. have not complied with any requirement or restriction in, or otherwise violated, any agreements governing participation in any EduMany Associates Program offering provided by us or any of our affiliates.
12. Reservation of Rights; Submissions
Other than the limited licenses expressly set forth in Section 11, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Operating Agreement or the License hereunder otherwise, acquire any ownership interest or rights in or to, the Program, Special Links, link formats, Content, PA API, Data Feeds, Product Advertising Content, any domain name owned or operated by us, information and materials on any EduMany Site or the Associates Site, our and our affiliates’ trademarks and logos (including the EduMany Marks), and any other intellectual property and technology that we provide or use in connection with the Program (including any application program interfaces, software development kits, libraries, sample code, and related materials).
If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Operating Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.
13. Compliance with Laws
In connection with your participation in the Program you will comply with all applicable laws of India including but not limited to ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you. You agree to intimate us promptly on or prior to the execution date of this Operating Agreement that you are registered as an MSME. If you represent to be an MSME then you shall promptly furnish to us the copies of MSME Certificate evidencing its status as MSME. We shall only upon verification of the MSME Certificate submitted by you, be obligated to extend the benefits provided under the MSME Law to you. In case the MSME Certificate is cancelled, withdrawn, or surrendered or you are otherwise made ineligible to take benefits as an MSME under the MSME Law, you undertake to intimate us immediately of such cancellation, withdrawal, surrender or ineligibility. If you fail to comply with the requirements of this clause, then we may not provide you with the benefits as available to the MSME under the MSME Law. Further, in this regard, you agree to defend, indemnify, and hold us harmless against any claim, loss, damage, cost, expense, or other liability (including attorney’s fees) that may arise from our breach of MSME Law or any other applicable law. For the purpose of this clause, the term: (a) “MSME” means a micro, small and medium enterprise (“MSME”) registered under the MSME Law; (b) “MSME Law” means the Micro, Small and Medium Enterprises Development Act, 2006 or any other applicable law; and (c) “MSME Certificate” means the certificates, registrations and other documents (including without limitation Udyam registration certificate, etc.) as may have been issued to you under the MSME Law.
14. Term and Termination
The term of this Operating Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Operating Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and EduMany Marks and promptly remove from your site and delete or otherwise destroy all links to the EduMany Site, all EduMany Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program. We may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Upon any termination of this Operating Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 9, 10, 12, 13, 14, 16, 17, 18, 19, and 20, together with any accrued but unpaid payment obligations of us under this Operating Agreement, will survive the termination of this Operating Agreement. No termination of this Operating Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Operating Agreement prior to termination.
15. Modification
We may modify any of the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the EduMany Site or by sending notice of such modification to you by email to the email address then-currently associated with your Associates account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the EduMany Associates Program Advertising Fee Schedule, EduMany Associates Program Participation Requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE EDUMANY SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
16. Relationship of Parties
You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself.
17. Limitation of Liability EduMany Associates Program Operating Agreement
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE EDUMANY SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE EDUMANY SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
18. Disclaimers
THE PROGRAM, THE EDUMANY SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE EDUMANY SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, EDUMANY.COM DOMAIN NAME AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE EDUMANY MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE EDUMANY SITE, OR THE AFFILIATE-PROGRAM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
19. Governing law and Disputes for EduMany Associates Program
This Operating Agreement will be governed by the laws of the Republic of India, without regard to the principle of conflict of laws. The courts at [Mumbai] shall have the exclusive jurisdiction over any dispute relating or arising in any way from the matter under the Program or this Operating Agreement.
Notwithstanding anything to the contrary in this Operating Agreement, we may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. 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 or adequately compensated for in monetary damages.
20. Miscellaneous for EduMany Associates Program
You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Operating Agreement or operate sites that are similar to or compete with your site. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Operating 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 Operating Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Operating Agreement. In the event of any conflict between this Operating Agreement and the Operational Documentation, the EduMany Associates Program Excluded Products page will control over this Operating Agreement, which will control over the remainder of the Operational Documentation. Whenever used in this Operating Agreement, the terms “include(s),” “including,” “e.g.,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Operating Agreement, may be made, taken, or given in our sole discretion. Any information relating to us or our affiliates provided by us in connection with the Operating Agreement that is not known to the general public is considered ("Confidential Information"). You agree that: (a) all Confidential Information will remain EduMany's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your performance under the Operating Agreement and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party (other than your affiliates). You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your performance under this Operating Agreement to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and/ or comply with any of their orders, instructions or directions or to fulfill any requirements under applicable laws. You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the Indian Government, United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.
21. Mobile Application Policy
These Mobile Guidelines (“Mobile Guidelines”) apply to your inclusion of Special Links in your Approved Mobile Application. "We," "us," or "our" means EduMany Seller Services Private Limited or any of its affiliates, as the case may be. "You" means the user agent for the associate account associated with the Approved Mobile Application. All capitalized terms used below that are not defined on this page have the meanings given to them in the Operating Agreement. Strict compliance with these Mobile Guidelines is required at all times, and any violation of these Mobile Guidelines will automatically terminate the Operating Agreement.
Your Mobile Application:
1. must be free to download and all EduMany links must be accessible without paying for access;
2. must have original content;
3. must not emulate EduMany’s own shopping app functionality;
4. must not have price tracking and/or price alerting functionality, unless approved in advance by EduMany in writing;
5. must not host or render EduMany web pages in WebViews.
We may modify this Mobile Application Policy at any time and in our sole discretion by posting a change notice or revised or a revised Mobile Application Policy on the EduMany Site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM. YOUR CONTINUED INCLUSION OF SPECIAL LINKS IN YOUR APPROVED MOBILE APPLICATION FOLLOWING OUR POSTING OF A CHANGE NOTICE OR A REVISED MOBILE APPLICATION POLICY ON THE EDUMANY SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
We reserve the right, exercisable in its sole discretion, to take appropriate action against any use without permission or any use that does not conform to this Mobile Application Policy.
This EduMany Associates Program Linking Requirements page is part of the Operating Agreement that governs your participation in the EduMany Associates Program. This page describes general terms applicable to all types of links (including widgets) you may place on your site to send traffic to the EduMany Site. It also includes special terms applicable to certain link types that we may make available to you through the Program. From time to time, we may modify the linking requirements described on this page, or the types of widgets and other links that we make available to you, in accordance with the Operating Agreement. All capitalized terms used below that are not defined on this page have the meanings given to them in the Operating Agreement.
General Requirements Applicable to All Links.
Links may be created by you or made available to you by us. If we inform you that your site does not qualify to use certain types of links, you must cease displaying those types of links on your site. You are solely responsible for the content, style, and placement of each link that you place on your site and for ensuring that Special Links (whether created by you or made available to you by us) include the appropriate formatting necessary for us to properly track referrals of customers from your site. For example, you must include your Associates ID or “tag” (appearing as XXXXX-21, or such other format as we may designate) as a parameter in the URL of each link you place on your site to the EduMany Site. In addition, you must not use a link shortening service in a manner that makes it unclear that you are linking to an EduMany Site. Upon your request but subject to our approval, we may issue you additional “sub-tag” Associate IDs that permit you to monitor and optimize the performance of your Special Links by including different sub-tags in the URLs of different Special Links. Under no circumstances may you associate any sub-tag with a specific end user of your site (e.g., you may not dynamically assign sub-tags to users as they arrive on your site for purposes of monitoring such users’ behavior).
You may add or delete Products (and related links) from your site at any time without our approval. However, you may not use links to link to the EduMany Site from references to products on your site that are not “Products” as defined in the Operating Agreement. You must remove from your site any links and related references to limited time promotions on or before the expiration date of that promotion. For example, if you include links to Products in the books category of the EduMany Site and mention that there is 10% off select products in EduMany’s books category, you must immediately remove the mention of the 10% discount from your site on or before the expiration date of that promotion.
You must not make inaccurate, overbroad, deceptive or otherwise misleading claims about any Product, the EduMany Site, or any of our policies, promotions or prices. For example, if you include on your site a link to a 20 GB MP3 player sold on the EduMany Site, you may not state that the MP3 player has 30 GB of memory.
Product prices and availability may vary from time to time. Because prices for and availability of Products that you have listed on your site may change, your site may only show prices and availability if: (a) we serve the link in which that price and availability data are displayed; or (b) you obtain Product pricing and availability data via the Product Advertising API and you comply with the requirements set forth in the License Agreement that are applicable to that data. In addition, if you choose to display prices for any Product on your site in any “comparison” format (including through the use of any price-comparison tool or engine) together with prices for the same or similar products offered through any web site or other means other than the EduMany Site, you must display both the lowest “new” price and, if we provide it to you, the lowest “used” price at which the Product is available on the EduMany Site. You may not otherwise include price information on your site.
Some types of links that we may make available to you may contain a link to an informational page on an EduMany site that is not formatted as a Special Link (e.g., links to privacy policy information at the bottom of banners may not be formatted as Special Links).
EDUMANY TERMS AND CONDITIONS OF USE
Links that Dynamically Generate Products: Certain types of links that we may make available to you dynamically generate particular Products to display based on a contextual analysis of the page on which they appear. If you implement mechanisms that prevent us from crawling or otherwise monitoring your site, you agree that these types of links may not function properly and you will be solely responsible for any such malfunction.
EduMany Associates Program Participation Requirements
This EduMany Associates Program Participation Requirements page is part of the Operating Agreement that governs your participation in the EduMany Associates Program. This page describes requirements and restrictions applicable to you as a Program participant. From time to time, we may modify the participation requirements described on this page in accordance with the Operating Agreement. All capitalized terms used below that are not defined on this page have the meanings given to them in the Operating Agreement.
1. You will ensure that your site is not unsuitable (as described in Section 2 of the Operating Agreement).
2. You will not display or otherwise use our or our affiliates’ trademarks or logos (including any EduMany Mark) except solely as expressly permitted under and in accordance with the Operating Agreement.
3. You will not display or otherwise use any logo of any third party seller on the EduMany Site in connection with any Special Link unless you have obtained from that seller the specific right to do so.
4. You will not remove, obscure, or alter, or make invisible, illegible, or indecipherable to visitors of your site, any “Privacy Information” link or any of our or our affiliates’ trademarks or logos (including any EduMany Mark) that we include in a Special Link.
5. You will use Content solely in accordance with the terms of the Operating Agreement and within the express scope of the license granted in Section 11 of the Operating Agreement. Without limiting the foregoing, you will (a) use Content solely to send end users and sales to the EduMany Site and will not link any Content to, or in conjunction with any Content direct traffic to, any page of a site other than the EduMany Site (however, parts of your site that are not closely associated with the Content may contain links to sites other than the EduMany Site); and (b) link each use of the Content solely to the related Product detail page or other relevant page of the EduMany Site and not to any other page.
6. You will not engage in any promotional, marketing, or other advertising activities on behalf of us or our affiliates, or in connection with the EduMany Site or the Program, that are not expressly permitted under the Operating Agreement.
7. You will not use any Content or Special Link, or otherwise link to the EduMany Site, on or in connection with any site or application designed or intended for use with a mobile phone or other handheld device (which prohibition does not apply to any site that is not designed or intended for use with such devices but that may be accessible by such devices (e.g., on a non-mobile-optimized site via an internet browser on a tablet device)), or any television set-top box (e.g., digital video recorders, cable or satellite boxes, streaming video players, blu-ray players, or dvd players) or Internet-enabled television (e.g., GoogleTV, Sony Bravia, Panasonic Viera Cast, or Vizio Internet Apps).
8. You will not add to, delete from, or otherwise alter any Content in any way, including by adding additional information (e.g., you may not insert words into a customer review), except that you may resize Content consisting of a graphic image in a manner that maintains the original proportions of the image or truncate Content consisting of text in a manner that does not materially alter the meaning of the text or cause the text to become factually incorrect or misleading.
9. You will not sell, resell, redistribute, sublicense, or transfer any Content or any application that uses, incorporates, or displays any Content. For example, you will not use, or enable or facilitate the use of, Content on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to any Content to any other person or entity, nor will you create links formatted with your Associate’s tag for, or display such links on, a site that is not your site.
10. You will promptly remove from your site and delete or otherwise destroy any Content that is no longer displayed on the EduMany Site or that we notify you is no longer available for your use.
11. You will not use any Content, including any name or likeness embodied in that Content, in a manner that implies a person’s or company’s endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party, or cause (including by placing unrelated third party materials in close proximity to Content).
12. You will not seek to purchase or register any Proprietary Term for use in any Search Engine; purchase, register, or otherwise use any Proprietary Term as or in a domain or subdomain name; or register or use any Proprietary Term as or in any Associates ID or “tag.” In addition to any other rights or remedies available to us, upon our request you will cause any Search Engine designated by us to exclude Proprietary Terms from keywords used to display your advertising content in association with search results (e.g., request exclusion by negative keyword bidding), assuming the Search Engine offers such exclusion capabilities.
13. You will not bid on or purchase keywords, search terms, or other identifiers (including Proprietary Terms) or otherwise participate in keyword auctions on any Search Engine if the resulting paid search advertisement is a Prohibited Paid Search Placement. You may purchase paid search advertisements and submit links to Search Engines to appear in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), so long as you comply with the Operating Agreement and those paid or unpaid search results send users to your site and not directly or indirectly, via a Redirecting Link, to the EduMany Site.
14. You will not offer any person or entity any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Special Links (e.g., by implementing any “rewards” or loyalty program that incentivizes persons or entities to visit the EduMany Site via your Special Links).
15. You will not intercept, record, redirect, read, interpret, or fill in the contents of any electronic form or other material submitted to us by any person or entity.
16. You will not request, collect, obtain, store, cache, or otherwise use any account information used by our customers in connection with any EduMany Site (including any usernames or passwords of EduMany Site customers).
17. You will not modify, redirect, suppress, or substitute the operation of any button, link, or other feature of the EduMany Site.
18. You will not make any orders or engage in other transactions of any kind on the EduMany Site on behalf of any other person or entity, or authorize, assist, or encourage any other person or entity to do so.
19. You will not use Special Links to link to the EduMany Site from references to items on your site that are not Products.
20. You will not 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, browse, or order) are occurring.
21. You will not include on your site, display, or otherwise use Special Links or Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
22. You will not frame the EduMany Site, or any part of it, within your site. However, displaying a Special Link on your site in accordance with the Operating Agreement will not be considered framing the EduMany Site.
23. You will not post or serve any Special Links or other content promoting the EduMany Site within any pop-up or pop-under windows, transitional page ads, or layer ads around or in conjunction with the display of any site that is not your site.
24. You will not include any Special Links in any content that you place on the EduMany Site (for example, in connection with any advertising service available through the EduMany Site or in a customer review, forum, listmania, guide, or any other customer-generated context available on the EduMany Site).
25. You will not attempt to circumvent the EduMany Associates Program Advertising Fee Schedule or artificially increase your advertising fees (e.g., by intentionally featuring, purchasing, or requesting or encouraging any other person or entity to purchase, low-price items offered on the EduMany Site (as determined by us) for the purpose of exceeding any advertising fee threshold, or by causing any page of the EduMany Site to open in a customer’s browser other than as a result of the customer clicking on a Special Link on your site).
26. You will not attempt to intercept or redirect (including via software installed on users’ computers) traffic from or on, or divert advertising fees from, any site that participates in the Program.
27. You will not artificially generate clicks or impressions on your site or create Sessions on the EduMany Site, whether by way of a robot or software program or otherwise.
28. You will not display or otherwise use any of our customer reviews or star ratings, in part or in whole, on your site unless you have obtained a link to that customer review or star rating through the Product Advertising API and you comply with the requirements set forth in the License Agreement.
29. You will not purchase any Product(s) through Special Links for use by you or for resale or commercial use of any kind. Similarly, you will not request or encourage any of your friends, relatives, or associates to purchase any Product(s) through Special Links for use by you or them or for resale or commercial use of any kind. Further, you will not offer any Products on your site for resale or commercial use of any kind.
30. You will not cloak, hide, spoof, or otherwise obscure the URL of your site containing Special Links (including by use of a redirecting page) such that we cannot reasonably determine the site from which a customer clicks through such Special Link to the EduMany Site.
31. Unless otherwise agreed by EduMany, your site must not have price tracking and/or price alerting functionality.
EduMany Associates Program Advertising Fee Schedule
This EduMany Associates Program Advertising Fee Schedule (“Schedule”) is part of the Operating Agreement that governs your participation in the EduMany Associates Program. This Schedule describes the advertising fee rates you may earn as a participant in the Program. It also describes the limitations that apply to earning advertising fees on certain Products.
From time to time, we may modify this Schedule in accordance with the Operating Agreement. All capitalized terms used below that are not defined on this page have the meanings given to them in the Operating Agreement.
During each calendar month, you may earn advertising fees for Qualifying Purchases. Most advertising fees are calculated as a percentage of Qualifying Revenues unless specified otherwise and are subject to the limitations described in the “Limitations on Advertising Fee Rates for Certain Products”. We also may offer advertising fees on amounts we receive from customers’ Qualifying Purchases, excluding shipping, handling, and gift-wrapping fees, taxes, and service charges, and less any rebates, credit card processing fees, returns, and bad debt.
The Program’s standard advertising fee structure in the https://www.edumany.com/affiliates. The advertising fee rates you may earn will vary depending on the category of Products that are shipped, streamed, or downloaded (as applicable) in a given calendar month that constitute Qualifying Purchases. We will determine the classification of Products in each category set forth otherwise described on https://www.edumany.com/affiliates page.
Please Note:
From time to time, we may make changes to the advertising fee rates including but not limited to
1.) Exclude certain products or categories of products from earning advertising fees and/or
2.) Reduce or Increase the advertising fee for specific products or categories of products. We may also run special or limited time offers or promotions under which you may earn advertising fees on Products or categories of Products that were previously excluded from earning advertising fees, or you may earn increased advertising fee rates from those set forth above.
We may notify you about these exclusions, rate changes, special offers or promotions by updating this page or through emails, blog posts, or other means.
Trademark Guidelines
These Trademark Guidelines ("Guidelines") apply to your use of our and our affiliates' trademarks and logos that we may make available to you from time to time, including as part of any content you obtain from us (collectively, "EduMany Marks"). "We," "us," or "our" means Edu Reach Private Ltd or any of its affiliate companies, as the case may be. "You" means the person or entity using an EduMany Mark. Strict compliance with these Guidelines is required at all times, and any use of an EduMany Mark in violation of these Guidelines will automatically terminate any license related to your use of the EduMany Marks.
1. Your use of the EduMany Marks must (i) comply with the most up-to-date version of all agreement(s) with us regarding your use of any of the EduMany Marks (collectively, "Agreements"); (ii) comply with the most up-to-date version of these Guidelines; and (iii) comply with any other terms, conditions, and policies that we may issue from time to time that apply to the use of the EduMany Marks. You will not use any EduMany Mark in any other place, for any other purpose, or in any other manner. For example, you may not use any EduMany Mark in connection with any offline promotion or in any other offline manner (e.g., in any printed material, private messages on social media networks, mailing, or other document).
2. You may not use or display any EduMany Mark in any manner (i) that implies sponsorship or endorsement by us; (ii) to disparage us, our products, or our services; (iii) that may, as determined by us, diminish or otherwise damage our goodwill in any EduMany Mark; or (iv) other than as specifically authorized under the Agreements.
3. You may not alter or modify any EduMany Mark in any manner. You may display an EduMany Mark only in the exact format in which we provide it to you. No alternate representation or stylization is permitted. For example, you may not change the proportion, color, or font of any EduMany Mark, or make any additions to or remove any elements from any EduMany Mark.
4. Each EduMany Mark must appear by itself, with reasonable spacing between each side of the EduMany Mark and other visual, graphic or textual elements. Under no circumstance may any EduMany Mark be placed on any background that interferes with the readability or display of that EduMany Mark.
5. You must prominently include a statement on your site stating that EduMany and the EduMany logo (as applicable) are trademarks of EduMany.com, Inc. or its affiliates. For example, if your site displays the EduMany.com and EduMany logos, you would include the following statement:
“EduMany and the EduMany logo are trademarks of EduMany.com, Inc. or its affiliates.”
6. You acknowledge and agree that all rights in and to the EduMany Marks are our exclusive property, and any goodwill generated by your use of any EduMany Mark will inure to our exclusive benefit. You will not take any action that is in conflict with our rights in or ownership of any EduMany Mark.
7. You are not allowed to use any trademark of EduMany or its affiliates, or a variant or misspelling of a trademark of EduMany or its affiliates:
a. in any domain name or subdomain name – for example, a domain name or subdomain name such as
b. In any username, group name, or other identifier on any social networking site – for example, a username such as “EduMany India,” “EduMmany,” “EduMany For You,” “EduManyian Seller,” “Bookedumany,” “@BuyEdumanyFromMe,” “IMDB Number One Fan,” or “Buyedumany Bargain” registered on a site such as Facebook, Twitter or YouTube is prohibited;.
We may modify these Guidelines at any time and in our sole discretion by posting a change notice or revised Guidelines on the EduMany.com site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR USE OF THE EDUMANY MARKS. YOUR CONTINUED USE OF ANY EDUMANY MARK FOLLOWING OUR POSTING OF A CHANGE NOTICE OR REVISED GUIDELINES ON THE EDUMANY.COM SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
We reserve the right, exercisable in its sole discretion, to take appropriate action against any use without permission or any use that does not conform to these Guidelines.
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