Welcome to Get LifeTime Freedom™. We, being H N C Universe (Private) Limited and/or its affiliates (the “Company”) own and operate the https://pixingenious.com and its subdomains/subdirectories (the “Website”) and are providing internet services to our Website users. By signing up to become an Affiliate you subject to the following terms and conditions (“Terms”). Please ensure that you read this agreement carefully before submitting your application to become an affiliate of the Website as it describes many aspects of our business relationship. These terms constitute a legal agreement between the Company and you. These Terms are divided into Seventeen (17) sections as listed below.

1. Definitions
2. Application
3. Referred Customers
4. Commissions
5. Refunds and Chargebacks
6. Reservation of Rights
7. Limitation of Liability
8. Intellectual Property
9. Confidential Information
10. Restricted Activities
11. Promotion and Marketing
12. Term and Termination
13. Indemnification
14. Violation of the Agreement
15. Compliance with the Laws
16. Data Protection
17. General

1. Definitions

• Products – mean products/services purchased by the Referred Customers.
• Affiliate Account – means an account you create by submitting details to the application form for the purpose of managing your activity within the Affiliate Program.
• Agreement – means these Terms of Affiliate Program together with any other document that may be executed between the Parties in course of their relationship and all materials referred or linked to here or therein.
• Application – means application form, which shall include the data specific for each Affiliate.
• Commission – means the amounts to be paid to the Affiliate by the Company pursuant to this Agreement.
• Rank – means the level of rewards that an Affiliate is entitled to.
• Effective Date – means the date your affiliate application got approved by us or you got the access to your Affiliate Account, whichever occurs first.
• Pixingenious Affiliate (PX Affiliate) – means any entity or individual that controls, is controlled by or is under common control with Pixingenious™.
• Program – means Affiliate Program as described in this Agreement.
• Affiliate Link (Referral Link) – means an individual link assigned to an Affiliate to promote Products.
• Referred Customer – means an individual or entity that, pursuant to a relationship with you, purchases Products via an Affiliate Link, and pays remuneration in connection therewith to the Company.
• Terms – mean these terms of Affiliate Program.
• Terms of Service – mean the Terms of Service of this website.
• Privacy Policy – mean the Privacy Policy of this website.
• the Company, We, us, our, Pixingenious – mean Pixingenious™ and H N C Universe (Private) Limited.

2. Application

To become our Affiliate, you have to fill out the Application. Please use only current, complete and accurate information and personal data for this purpose. Once you submit the Application properly, an email will be sent to the registered email address with the instructions to activate the affiliate account. Then, your Affiliate Account will be created to enable you to manage and control your activity within the Program. Your Affiliate Account may be accessed only with the use of your login credentials. You are responsible for keeping your login credentials confidential. Please be informed that providing false information in the Application and further in your Affiliate Account may result in suspending the Affiliate Account (which means suspending your participation in the Program) and/or immediate termination of the Agreement (which means shutting down the Affiliate Account) and forfeiture of all outstanding Commissions. During the term of your partnership, you shall perform obligations hereunder with due diligence and in accordance with these Terms and Terms of Service.

3. Referred Customers

To be eligible for the Commission, the Referred Customer must:

• Be a new customer referred by you to the Website under this Agreement through your Affiliate Link.
• Be a repeat customer previously referred by you under this Agreement.
• Not be a direct customer of any Products offered by us or any of our Affiliates.
• Not have contacted or been contacted by us or our Affiliates in connection with any Products offered by us or any of our Affiliates, within a period of three (3) months before being referred by you.
• Not be a referred customer of a different Affiliate and/or Partner participating in this Program or other partner program offered by us.
• Not be affiliated or otherwise related with you, including but not limited to, as an employee, employer, contractor, board member, manager, agent, or your representative, or as an entity which controls, is controlled by or is under common control with you, unless we are informed of such relationship and expressly grant Referred Customer status to the prospective customer by email.

Purchases made by you will not entitle you for the Commission. This shall also mean that purchases made not under your name but made by you with the use of same payment medium (e.g. PayPal, credit card, check, bank account), IP address etc. will not entitle you for the Commission.

4. Commissions

Once your Affiliate Account is created, you will get a unique Affiliate ID and Affiliate Links which you should use to generate purchases of our Products. Affiliate Link which contains the Affiliate ID redirects the Referred Customer to the Website. This information is saved on a computer of a prospective customer, who enters the Website through the Affiliate Link, in a form of a cookie or in some cases, the assignment of a unique promo code. Therefore, it’s necessary to enable cookies on dedicated browser. Our Products are offered in USD (US Dollar – $). Commissions will be paid in USD which the currency of the Products are sold and will be subject to all applicable governmental laws, regulations and rulings, including withholding tax. We will not be responsible for any intermediary changes, transaction fees or other costs or expenses accrued by you in connection with payment of the Commission. Commissions are paid to the payout details provided by you in your Affiliate Account and you must have a valid payout method updated in the Affiliate Account to receive commissions properly. It is your responsibility to inform us immediately about any changes to your payout details and update them in the Affiliate Account. The Company will not be responsible for any delays of commission payments due to inaccurate payout details in the Affiliate Account. We reserve the right to charge you for reimbursement of any fees, expenses or costs incurred by us arising from false or incomplete payout details or withhold payment of Commissions until you provide us with accurate and complete and up-to date payout details. Commissions will be calculated in USD and added to the Affiliate Account immediately after the sale of Products to the Referred Customer is completed and upon receiving full remuneration from the Referred Customer. However, Both we and you agree that the Commissions shall be paid after thirty (30) days from the date the sale of Products were made. All Commission payments to Affiliates will be processed bi-weekly, twice per month to the payout option selected in the Affiliate Account. If a payment was not processed due to inaccurate payout details of an Affiliate, such payment will be processed with other payments in the next payment date. Refunds in abnormal amount, chargebacks, fraudulent transactions, or any other fraudulent activities, sales that generate any complaints will not entitle you to receive the Commission for respective sale. We reserve the right to reject all purchases that were result of fraudulent, illegal, or overly aggressive, questionable sale or marketing methods. Commissions will not be paid also if you do not provide us all the required payout details. Commissions will not be paid if this Agreement has been violated, terminated or expired. Sale of the Products that forms the basis for calculation of the Commissions is tracked through the use of cookies. In some cases, it will not be possible to track traffic from your sources to the Website, because the Referred Customer is using cookie-blocking software. Please be informed that such sales will not be eligible for the Commissions. We undertake to pay the Commissions only for sales that can be tracked back to you using the technology that is in use by the Website. We may, in our sole discretion, withhold (temporarily or permanently) Commissions, in part or in full, regardless of whether due or payable, if you violate any term or condition of this Agreement. Based on internal risk analysis, without limiting any other rights or remedies pursuant to this Agreement, we reserve the right to withhold payments in case of a suspected fraud activity (yours or Referred Customer’s) for a period of up to the later of six (6) months or until the corresponding issue has been resolved. If you violate any term or condition of this Agreement, Commissions then due and payable will be withheld until you cure such violation or forfeited if we terminate this Agreement as a result, for cause. If we may reasonably suspect that it is a part of fraudulent activity, we shall also have the right, at its sole discretion, to forfeit not only Commissions earned for referring terminated customers, but all Commissions earned (regardless of whether paid or outstanding) by Affiliate during the term of Agreement, and our decision in this regard is final. Affiliates receive Commissions as a percentage of the sale amount (the last amount which paid by the Referred Customer after deducting all the discounts) and calculated according to the rewards entitled to the Affiliate’s Rank. There are four (4) Ranks in our Affiliate Program. Once an Affiliate completes the requirements to achieves a Rank, Affiliate Account will be automatically upgraded to the new Rank. The Affiliates are entitled to the following rewards (different percentages of commissions) according to the Affiliate’s current Rank.

1. Bronze Rank
   • All approved Affiliates are in Bronze Rank.
   • Affiliates in Bronze Rank earn 10% commission for all purchases by new Referred Customers, 5% commission for repeat purchases by existing Referred Customers and 5% commission for all subscriptions.
2. Silver Rank
   • To achieve Silver Rank, Affiliates must earn USD 100.00 commission in total.
   • Affiliates in Silver Rank earn 15% commission for all purchases by new Referred Customers, 7.5% commission for repeat purchases by existing Referred Customers and 7.5% commission for all subscriptions.
3. Gold Rank
   • To achieve Gold Rank, Affiliates must earn USD 1,000.00 commission in total.
   • Affiliates in Gold Rank earn 20% commission for all purchases by new Referred Customers, 10% commission for repeat purchases by existing Referred Customers and 10% commission for all subscriptions.
4. Platinum Rank
   • To achieve Platinum Rank, Affiliates must earn USD 10,000.00 commission in total.
   • Affiliates in Platinum Rank earn 25% commission for all purchases by new Referred Customers, 12.5% commission for repeat purchases by existing Referred Customers and 12.5% commission for all subscriptions.

5. Refunds and Chargebacks

Any credit card chargebacks owed by the Company to the Referred Customer will result in the appropriate Commission amount being deducted from your payment amount (“Refused Referral”). If the Commission from that sale has already been paid to you, the amount will be deducted from future payments of the Commissions. If the total Commissions owed to you in the next period is not sufficient to satisfy the Commission for the Refused Referral, we may invoice you for the payment of the remaining debt immediately and you are obligated to pay it within the payment date provided in the invoice. We reserve the right to terminate the Agreement with immediate effect in the event of not receiving the remaining debt within the payment date provided in the invoice. Any fraudulent activity that can be traced directly to your actions will cause immediate termination and forfeiture of any Commissions earned. If a purchase made by a Referred Customer or an activity of a Referred Customer is considered as fraudulent, abusive, prohibited or that violates Terms of Use, we reserve the right, at our sole discretion, to withhold or forfeit the Commissions earned (regardless of whether paid or outstanding) for the fraudulent purchases. If the number of such actions by customers referred by you is abnormal or we may reasonably suspect that it is a part of fraudulent activity, we shall have the right, at our sole discretion, to forfeit not only Commissions earned for sales by such customers, but all Commissions earned (regardless of whether paid or outstanding) by you during the term of Agreement and to terminate the Affiliate Account immediately. We are entitled in particular to deduct relevant amounts of forfeited Commissions from future payments due to you and if the Commission owed in the next settlement period is not sufficient, we may invoice you for payment of remaining debt.

6. Reservation of Rights

We reserve the right to take following actions at any time, in our sole discretion and without liability; We can add Products, services or functionality to the Website or cease provision of Products, services or functionality included in the Website, change any Product or any part of it; We can modify, add or delete any documents, information, graphics, marketing materials, design, and any content appearing on or in connection with this Program or our website:

• At no time and under no circumstances shall this Agreement prohibit or limit our or our Affiliates’ right to promote, market and/or sell our Products, on a direct or indirect basis, via any sales channel or otherwise, including but not limited to through websites, the Affiliate Program or any other referral program or method, or to appoint other partners to any referral program.
• We reserve any and all rights not expressly and explicitly granted under this Agreement.

7. Limitation of Liability

Disclaimer of Warranties – WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE PRODUCTS, SERVICES, CONTENT, AFFILIATE PROGRAM FOR ANY PURPOSE. OUR PRODUCTS AND SERVICES MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, OUR PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY, REPRESENTATION OR CONDITION OF ANY KIND. WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO OUR PRODUCTS AND SERVICES, THIS AGREEMENT AND THE SUBJECT MATTER HEREOF, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES, REPRESENTATIONSOR CONDITIONS REGARDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. No Indirect Damages – TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR PRODUCTS AND SERVICES, THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES. Limitation of Liability – IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH OUR PRODUCTS AND SERVICES, THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, WE BOTH AGREE THAT OUR AND OUR AFFILIATES AGGREGATE LIABILITY WILL BE LIMITED TO THE AGGREGATE AMOUNT PAID BY US IN AN EVENT GIVING RISE TO SUCH LIABILITY. Neither party shall be responsible for any delay or failure in performance of their obligations under these Terms due to Force Majeure or other occurrences that are beyond reasonable control of the party in default or failing to fulfill obligations. By Force Majeure the Parties understand as an exceptional occurrence, caused by an external factor which cannot be foreseen, and which could not be prevented. Force Majeure occurrences include in particular: war, natural disasters, strikes, breakdowns, DDoS attacks or other disruptions in telecommunication networks or data communication infrastructure, emergency government action and administrative measures, activities of entities that affect the provision of the Service or the Website, and whose activity is independent of the Parties. We shall not be liable for any claim, loss or damage if, for any reason whatsoever, the Website fails or is non-operational. We shall not be responsible if a referred sale goes unregistered for any reason. We shall not be responsible also for delays in payments until provide complete payment details or activate your bank or payments accounts, necessary for execution of the payment transfer. We shall not be responsible also for delays in payments until provide complete payment details or activate your bank or payments accounts, necessary for execution of the payment transfer.

8. Intellectual Property

The trademarks, names, service marks, logos, brand names, domain names, slogans and trade names of “Pixingenious” and the Company, features and add-ons of the Products, as well as other names and designations used by us in connection with Pixingenious Products and Services, or business (“Intellectual Property”) are proprietary works, trade names and trademarks of Pixingenious or H N C Universe (Private) Limited. You acknowledge our exclusive ownership of the Intellectual Property and acquire no right, title or interest in or to the Intellectual Property hereunder, except as otherwise expressly provided by this Agreement. Subject to the conditions provided herein, we may, at our sole discretion, grant you, during the term of this Agreement, a non-exclusive, non-transferable, limited, revocable license to use the marketing programs, materials and tools provided by us in connection with this Agreement solely for the purpose of this Agreement. Use of such marketing programs, materials and tools is subject to the terms of this Agreement and any advertising or marketing use guidelines we may from time to time establish. You will cooperate with us to allow review if use of the Intellectual Property, marketing programs, materials and tools is compliant with this Agreement. If we, at our sole discretion, determines that your use thereof is not compliant with the terms of this Agreement, you will promptly modify or discontinue use of such Intellectual Property, marketing programs, materials or tools as directed by us. If you set up a domain name that includes any of the Intellectual Property, upon request, you will transfer the domain name to us free of charge. Nothing in this Agreement transfers or assigns to you any right or title in or to the Intellectual Property, marketing materials, the Products, or any other technology, products, services or intellectual property of Pixingenious or H N C Universe (Private) Limited. You irrevocably, without any limitation whatsoever, hereby transfers to us any and all right, title or interest in or to any suggestions, enhancement or change requests or other feedback regarding the Products, provided by you to us, which fall within the protection of copyright or other intellectual property right law. You will immediately inform us upon notification or otherwise obtaining knowledge of any actual or alleged infringement of the Intellectual Property by any third party, as well as of any claim raised in connection with the Intellectual Property, in order to enable us to undertake any necessary actions to protect our rights. You shall fully co-operate with us in maintaining and defending the ownership and validity of the Intellectual Property against infringement and claims of infringement, including but not limited to, in any legal proceedings regarding the Intellectual Property.

9. Confidential Information

Confidential Information shall mean all information and material disclosed by us to the Affiliate, (i) whether orally or in writing, (ii) irrespective of whether received directly from us, via our suppliers, or from third parties acting on behalf of us, that is designated as confidential, and (iii) our lists of customers or Referred Customers, whether or not otherwise designated as confidential, and (iv) terms and conditions of Application. The Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to us or (ii) was known to the Partner prior to its disclosure by us without breach of any obligation owed to us. You shall: (i) protect the confidentiality of the Confidential Information by using the same degree of care that you use with your own confidential information, but in no event less than reasonable care, (ii) not use the Confidential Information for any other purpose than to perform this Agreement, (iii) not disclose Confidential Information to any third party, and (iv) limit access to Confidential Information to your employees, contractors and agents, who need to know such information. You may disclose the Confidential Information if required to do so under any federal, state, or local law, subpoena or legal process. You acknowledge that immediate, extensive, and irreparable damage may result if the provisions of this section are not specifically enforced. Therefore, in addition to, and not in limitation of, any other remedy available to us for breach of such provisions, we may seek to enforce this Section in judicial proceedings by seeking a decree of specific performance by a court of competent jurisdiction and seek appropriate injunctive relief as may be applied for and granted in connection with such enforcement.

10. Restricted Activities

You will not take or encourage any action, the purpose or effect of which would be to circumvent, breach, diminish or interfere with the value or benefit of contractual relationships between us or our Affiliates and any of their customers. You agree not to directly or indirectly contact, solicit, or persuade any customers or employees of us or our Affiliates to purchase products, services or work for any person or entity that operates in industries which compete directly or indirectly with us. Without limiting the generality of the foregoing, you will not: undertake any activities that may be illegal or harmful to our or our Affiliates’ reputation or our Products and Services, including, but not limited to, conduct inconsistent with the public interest, deceptive, misleading, unethical or immoral. The Affiliates shall not (i) associate any content made available on the Affiliate Panel and Affiliate’s website, in particular the marketing materials or (ii) offer to provide any goods or services, or (iii) engage in business practices that:

• are unlawful, threatening, abusive, harassing, defamatory, obscene, libelous, slanderous, deceptive, fraudulent, invasive of another person’s privacy, tortuous, or otherwise violate our Terms of Use or policies;
• endorse a political party, candidate, elected official, or opinion or present person suffering from, medicating for, a physical or mental ailment with use of materials that we render available to you;
• victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
• infringe on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party, including, but not limited to, unauthorized copying and posting pictures, logos, software, articles, musical works and videos;
• contain harmful content, including, without limitation, software viruses, Trojan horses, worms, time bombs, cancel bots, spy-ware, or any other files, software programs, or technology that is designed or intended to disrupt, damage, surreptitiously intercept or expropriate services or any system, program, data or personal information, or limit the functioning of any software, hardware, or equipment or to damage or obtain unauthorized access to any data or other information of any third party;
• impersonate any person or entity, including any of our employees or representatives or other Affiliates (participants of Affiliate Programs / partner programs);
• otherwise violate any law, statute, ordinance, or regulation including, without limitation, those governing consumer protection, Internet tobacco sales, unfair competition, anti-discrimination or false advertising;
• offer or disseminate fraudulent goods, services, schemes, or promotions (e.g. make money fast schemes, chain letters, pyramid schemes) or engage in any unfair deceptive act or practice;
• offer money in return of purchasing our Products through your Affiliate Link or influence Referred Customers, referred by other Affiliates to purchase from your Affiliate Link;
• are associated with any form of gambling or lottery type services;
• are associated with any form of racism, hatred, profanity, mail fraud, adult, sexually oriented, or obscene materials or services, including without limitation, any material clearly designed to sexually arouse the viewer/reader (e.g. books, text, photos, videos, X-rated movies, pornographic materials, etc.), any materials which require individuals to be eighteen (18) or older to view or purchase those materials, escort services, and adult websites, or any material which may be insulting to another person or entity;
• are associated with the sale of any controlled drug that requires a prescription from a licensed practitioner, or any over-the-counter drug, or nonprescription drugs;
• are associated with illegal telecommunications or cable television equipment, such as access cards, access card programmers and unloopers, cable descramblers or filters;
• are associated with weapons of any kind and related items, including firearms, firearm parts and magazines, ammunition, BB and pellet guns, tear gas, stun guns, switchblade knives and martial arts weapons;
• market for:
  • nicotine, nicotine services, services imitating nicotine services, symbols relating to smoking or nicotine;
  • drugs of any kind, services relating to drugs, symbols relating to drugs, the use of drugs of any kind;
  • medical services, medical aid, medical assistance, medicines;
  • video lotteries, cylindrical games, card games, dicing, and automated games;
  • call on minors directly to purchase our Products;
  • encourage minors to influence their parents or other persons with an aim of impelling them to purchase our Products;
  • take advantage of minors’ trust upon their parents, teachers or other persons;
  • unreasonably show minors in dangerous situations; or
  • are intended to affect to subconscious of a recipient;
• Make any promises or guarantees about the Products and Services beyond those accepted by us, or otherwise incur any liability on behalf of us, in particular you should always provide the prospective customers and Referred Customers with true and up-to-date information on pricing, discounts, and Products;
• Use a third party to perform the obligations under this Agreement without our prior written consent;
• Send unsolicited emails or any communication without the recipient’s proper consent;
• Uploading, posting, emailing, storing, linking to, transmitting or otherwise making available any Content that includes false or misleading content presented as news and communicated as propaganda that consists of intentional misinformation for the purpose of misleading, causing annoyance, inconvenience, danger, obstruction, insult, injury, political incitement, criminal intimidation, hatred or ill will;
• Uploading, posting, emailing, storing, linking to, transmitting or otherwise making available any Content that directly or indirectly contradicts guidance from leading global health organizations and public health authorities.

If you take any action described in this Section, or any other action that we reasonably determine to be detrimental to us, our Affiliates or their services, we may withhold (temporarily or permanently) payment of Commissions or terminate this Agreement effective immediately. Please be informed that as the Affiliate you shall comply with any prevailing codes of practices, procedures and all applicable laws, regulations, rules and industry guidance issued by government agencies, self-regulatory bodies and trade associations covering anti-money laundering, data protection, deposit-taking, e-money, payment services and promotional activity that relate to the referral of potential customers of Pixingenious.

11. Promotion and Marketing

You shall promote the Products at your own cost and expense, unless we expressly grant you with certain benefits in writing. You will act at your own risk and in compliance with this Agreement and other our policies, including Terms of Use and Privacy Policy. You may only hire or cooperate with sales representatives or other personnel to promote Products and perform other activities under this Agreement upon our prior consent. You are solely responsible for all acts and omissions of any such representatives or other personnel. Prior to creating your own promotional or marketing materials, marketing techniques, or promotional campaigns, or participating in any industry event in your capacity as Affiliate, you must in each instance obtain our prior approval. We will not unreasonably withhold such approval. You must not produce or distribute your own materials that are deceptively similar to those produced, published or provided by us or which suggest they originate from us. You may promote the Products on social media, but we must pre-approve the content. At all times you must comply with the following social media guidelines: (i) use your own name or business name on the social media account, (ii) do not present yourself as an employee, representative or agent of Pixingenious or H N C Universe (Private) Limited, (iii) do not post discriminatory, insulting or offensive content or comments, (iv) respect the privacy of other users of the social media channel, (v) respect copyrights and all other intellectual property rights of the Company, Website and third parties. You may not use mass telemarketing to promote the Products, including automatic calling devices. You may not use pre-recorded or artificial voice messages or send fax, email, or text messages to anyone with whom you do not have an established business relationship, or who has not given prior express consent to send such messages. It is your responsibility to comply with all applicable laws and regulations applicable to personal data protection, privacy or unsolicited commercial communications. You may not promote our Products in a way that requires a prospect customer to perform an action in order to receive a reward, gift, or other compensation as result of such action. Promoting our Products with an incentive of “cash back” or “rebate” to prospect customers or Referred Customers in return for purchasing our Products is prohibited. You may not promote the Services via Google AdWords, Facebook Ads or through other search engine or ad service providers without our prior written or email consent in each instance. This includes, but is not limited to the use of direct linking, i.e. using your affiliate link or any redirect to your affiliate link in the destination URL of your ads, in conjunction with one or all of the following elements:

• Branded Keywords: using in the affiliate’s ads or keyword bidding on Pixingenious™, Pixingenious, Pixingenious email marketing, or any combination of our trademark. This includes negative keywords, misspellings or abbreviations, such as “PX”, “PIX”, “PXI” or combinations such as “PX Email Marketing”;
• Non-Branded Keywords: the affiliate’s ads may not be linked directly to any Pixingenious landing page or website resources. All advertising must be directed to the affiliate’s landing page and then linked back to Pixingenious.

You may not contact the media about Pixingenious, Pixingenious Affiliates or their services, act as a spokesperson for Pixingenious or Pixingenious Affiliates or make statements for the media relating to Pixingenious, any Pixingenious Affiliates or their services. You shall not make any false statement or misrepresentation about Pixingenious, or Pixingenious Affiliates or their respective services, business, customer relationships or rights.

12. Term and Termination

This Agreement shall commence as of the Effective Date and shall continue until terminated in accordance with these Terms. Either you or we may terminate this Agreement immediately upon delivery of a notification. Termination for Cause. Without limiting any of our rights elsewhere in this Agreement, we may terminate this Agreement immediately (which means deleting or deactivating your Affiliate Account or blocking your access to your Affiliate Account):

• Without notice, if you breach material provisions of this Agreement;
• Without notice, if we have justified belief that you send unsolicited emails or engage in any other communication to a recipient that has requested discontinuance of such communication;
• Without notice, if you become a subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors;
• Without notice, if you violate these Terms, or applicable local, state, federal, or foreign laws or regulations, in particular by fraud activities;
• Without notice, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our Products, our Affiliates, or our or our Affiliates prospects or customers;
• Upon notice, if you don’t use the Affiliate Account for at least twelve (12) months and you don’t generate any sales within twelve (12) months;
• Unless otherwise stipulated in this Agreement, termination of this Agreement by any Party with or without cause shall not affect our obligation to pay you Commissions earned prior to the effective termination date. Notwithstanding the foregoing, in the event of termination for cause by us, our obligation to pay and your right to receive any Commissions will terminate upon the effective date of such termination, regardless of whether you would have otherwise been eligible to receive Commissions prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive Commissions after termination of this Agreement;
• We reserve the right to terminate the Affiliate Agreement due to abnormal amount of rejected Commissions;
• Upon termination or expiration of this Agreement, you will immediately discontinue all use of the Intellectual Property.

13. Indemnification

You shall indemnify, defend and hold us and our Affiliates harmless from any damage, loss, claim, expense or other liability (including reasonable attorney’s fees and costs) arising out of or relating to any of the following:

• material breach by you or any of your employees, contractors, representatives or affiliates of any agreement, undertaking, duty, covenant, representation or warranty pursuant to this Agreement;
• any claim relating to your (or your employee’s, contractor’s, representative’s or affiliate’s) promotion or marketing of our Products;
• any act or omission of your or any of your employees, contractors, representatives or affiliates;
• any infringement, misappropriation or violation of any intellectual property or other rights of any third party by you or any of your employees, contractors, representatives or affiliates.

14. Violation of the Agreement

We expect participants in the Affiliate Program to run their businesses honestly, ethically, and with integrity, and accordingly, we reserve the right to terminate this Agreement upon notice in the event we reasonably determine that you have engaged in conduct that materially and adversely impacts or constitutes a threat to us, our Products, our Affiliates, or their respective services, business, customer relationships or rights. During the term of this Agreement and for twelve (12) months thereafter, you shall not disparage us, our Products, our Affiliates, other affiliates participating in the Affiliate Program, or our or our Affiliates’ customers. “Disparage” means hurt the reputation, discredit or present us, our Products, our Affiliates, other affiliates participating in the Affiliate Program, or our or our Affiliates’ customers in a negative light. To the extent we or any of our Affiliate suffer or incur any loss, damage, lost profits or related costs or expenses in connection with any breach of this section, we shall be entitled to deduct the amount thereof, including reasonable attorney’s fees, from any Commissions due to you. We may also demand repayment of all compensation, financial or other benefits which you directly or indirectly received or may receive as a result of, arising out of, or in connection with your violation of this Agreement. Such remedy will be additional to and will not constitute a limitation of any damages, injunctive relief or other rights and remedies to which we or our Affiliates are or may be entitled to at law or in equity.

15. Compliance with the Laws

You shall fully and unconditionally comply with laws and regulations applicable to your business activity, including, but not limited to trade law, taxation and social security matters. You are solely responsible for obtaining all legal and other required approvals and registrations necessary to conduct your own business activities. You are solely responsible for all costs associated with obtaining such approvals and registrations and agree to provide any necessary proofs and documentation of running a legitimate business activity upon our request. You shall be responsible for payment of all applicable taxes and social security contributions related to your business activity in accordance with applicable laws, including but not limited to the laws of your country of residence. You warrant and agree that your activity under this Agreement, including marketing and promotion of the Products, complies and shall comply with all applicable laws. You shall immediately notify us about any actions, claims, or litigation that are relating to this Agreement and/or the use of the Products and/or the Affiliate Program. In case of a breach of any applicable laws or regulations by you or any of your employees, contractors, representatives or affiliates, you shall hold us and our Affiliates harmless with respect to any damages, fines, or claims of third parties whatsoever incurred in connection therewith. Any violation of applicable laws and regulations constitutes a material breach of this Agreement and entitles us to immediately terminate this Agreement. Upon request, you shall certify your compliance with applicable laws. We reserve the right to suspend payment of Commissions until you provide an adequate invoice or other documents regarding your business activity and compliance with applicable laws.

16. Data Protection

Join to the Affiliate Program means that we need to process your personal data and other personal data provided in your Account. More information on this can be found in our Privacy Policy.

17. General

Our relationship established by this Agreement is that of independent contractors. In particular, you are not an employee, agent, co-owner, participant in co-venture or other joint undertaking or, in any other service relationship with us or our Affiliates. You are not included in the business organization of Pixingenious and/or H N C Universe (Private) Limited and can pursue any other activities, provided they do not violate the provisions of this Agreement, including but not limited to the restrictions set forth in this section. You have no authority to represent Pixingenious or Pixingenious Affiliates in any manner, to enter into transactions or agreements, make any commitments, create or assume any obligations on behalf of Pixingenious or Pixingenious Affiliates for any purpose whatsoever, without our prior express written authorization. You operate your business at your own risk and under your management, and at your own determined time and place. You shall not be subject to any instructions or regulations regarding exercise and management of your business activity based on the Agreement, place and time of work, or personal conduct at work, which go beyond the scope of instructions and regulations included in the Agreement. All financial and other obligations associated with your business activity are your sole responsibility. You are fully responsible for any third-party claims including but not limited to damages, liabilities, fines or material breach in relation to your activity under this Agreement. You may not assign this Agreement, delegate your responsibilities or transfer your interest or any part thereof to any third party, without our prior written approval. All provisions of these Terms that by their nature extend beyond the termination of an Agreement shall survive its termination. The headings of sections included in these Terms are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement. Excepts as stated otherwise, any notice, request, consent or communication under this Agreement shall be effective only if it is in writing and sent by us (i) via certified or registered mail to the address in your Affiliate Account, or (ii) via email to the email address in your Affiliate Account. We will periodically update these Terms by posting revised version to this website and/or by sending you an email to your email address. We encourage you to periodically review this page for the latest information on our Affiliate Program Terms. This Agreement does not restrict any of your rights under the Terms of Use or applicable provisions of the law.