Refresh Affiliate Marketing Program Agreement
Updated: October, 2020
This Affiliate Marketing Program Agreement (“Agreement”) contains the terms and conditions that govern your participation in the Affiliate Program. “We,” “us,” or “our” means Refresh Wellness Private Limited (“Re:fresh Wellness” or “Re:fresh”). “You” or “your” means the Applicant. A “site” means a website and mobile applications owned/hosted by Refresh Wellness. “Refresh Site” means the [www.refreshyourlife.in] site.
1. Description of the Program
Re:fresh Affiliate Marketing is a smart way for you to earn money. By just sharing Re:fresh's
campaigns and marketing the products among your social group, you can earn commission on
every purchase made through the links you shared.
Register yourself with the Affiliate Marketing. You will get access to the Re:fresh's several
campaigns and marketing content like creative banners and e-mailers that will help you persuade
the customers. You can share the campaigns and content with your social group on several social
media platforms and earn commission on every purchase made through the links you shared.
2. Enrolment
Tap the "Join For Free" tab. Register yourself to create your account. Once your account is verified
you'll get your login credentials on your email address. You can login anytime after that using your
user id and password after the account has been approved.
We usually take 5-7 business days to screen new applications. Response time may vary
depending on the volume of applications under review. If you have any questions, please contact
us at info@refreshyourlife.in .
We will evaluate your application and notify you of its acceptance or rejection.
We may reject your application at 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;
If we reject your application, you can reapply at any time. However, if we accept your application
and we later determine that your site is unsuitable, we may terminate this Agreement at any time
at 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 are complete, accurate, and up-to-date. We may send notifications (if any),
approvals (if any), and other communications relating to the Program and this 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
For a product sale to be eligible to earn a commission (“Commission”), the customer must click-
through a Link on your site to the Re:fresh Site and during a single session, add the Product to his
or her shopping cart.
The session begins when the customer clicks through a Link on your site to the Re:fresh Site and
ends upon the first to occur of the following events:
● The customer places an order for a product and makes the payment towards this
order.
● We will only pay Commission on successful transaction on eligible products after the
completion of order, payment receipt, and successful delivery of such order unless product
returned. .
4. Program Requirements
By participating in the Program, you agree that you will comply with the Affiliate Program
Participation Requirements and all pages, schedules, policies, guidelines, and other documents
and materials referenced in this Agreement (collectively, “Operational Documentation”).
● In addition, you hereby consent to us for:
● 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 in accordance
with the refreshyourlife .in Privacy Notice ; and
monitoring, crawling, and otherwise investigating your site to verify compliance with this
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.
6. Order Processing
We will process Product orders placed by customers who follow Links from your site to the
Re:fresh Site. We reserve the right to reject orders without prior notice or intimation, those do not
comply with any requirements on the Re:fresh Site, as they may be updated from time to time.
7. Commission:
The referral commission or Commission shall be paid up to 5% on every successful transaction
made through the Links shared by you.
For a product sale to be eligible to earn a Commission, the customer must click-through a Link on
your site to the Re:fresh Site and during a single session, add the Product to his or her shopping
cart.
The session begins when the customer clicks through a Link on your site to the Re:fresh Site and
ends upon the first to occur of the following events:
● The customer places an order for a product and makes the payment towards this
order.
● We will only pay Commission on successful transactions on eligible products after
the completion of order, payment, and successful delivery of such order :, the following
● You will not be eligible for any Commission under below circumstances:
● any Product that, after expiration of the applicable Session,
● any Product purchase that is not correctly tracked or reported because the Links
from your site to the Re:fresh Site are not properly formatted;
● any Product purchased after termination of this Agreement;
● any Product order where a cancellation, return, or refund has been initiated
8. Commission Payment
Affiliates have an option of receiving payment via
Electronic Fund Transfer (EFT)
Affiliates select payment via EFT, Re:fresh will accrue and withhold Commission until the total
amount due is at least Rs 5000/-.00.
Products ordered through your affiliate Links might get cancelled or returned due to any reason. .
We will make payments to the affiliates only for products which are not cancelled or returned. .
Payment shall be made to the Affiliate by 20th of every month for the successful transactions of
preceding month.
We reserve the right (in addition to any other rights or remedies available to us) to keep your
Commission 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.
9. Special Program Commission or Promotions
From time to time, we may run general or special programs or promotions that may provide all or
some Affiliates the opportunity to earn additional or alternative Commission (“Special Program
Commission”).
10. Policies and Pricing
Customers who buy products through this Program are customers of the Re:fresh Site with respect
to all activities they undertake in connection with the Re:fresh 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 Re:fresh Site will apply to those
customers, and the same may be changed at any time.
11. Identifying Yourself as an Affiliate
You will not issue any press release or make any other public communication with respect to this
Agreement or association without our prior written consent.
12. Limited License
Subject to the terms of this Agreement and Re:fresh hereby grants revocable, non-exclusive and
non-transferable license solely for the limited purposes of advertising/promoting Products on, and
directing end users to, the Re:fresh Site. You may not sublicense, assign or transfer any such
licenses and any attempt at such sublicense, assignment or transfer is void.
13. Reservation of Rights; Submissions:
Re:fresh hereby reserves and shall retail all rights , title, and interest in all the Material and
Confidential Information, its service marks, trademarks and/or trade names; and all copyrights,
trade secret rights and other intellectual property rights associated with the Material and
Confidential Information.
Re:fresh may at sole discretion change price, terms of sale, rules, policies, and operating
procedures concerning customer orders, customer service, and product sales set forth on the
Re:fresh Site at any time.
14. 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.
15. Term and Termination
The term of this Agreement will begin upon our acceptance of your Program application and will
end when terminated by either you or us (“Term”). Either you or we may terminate this Agreement
at any time, with or without cause, by giving the other party written notice of termination. Upon any
termination of this Agreement, any and all licenses you have with respect to Content will
automatically terminate and you will immediately stop using the Content and refresh logo and
promptly remove from your site and delete or otherwise destroy all links to the Re:fresh Site, all
refresh Marks, all other Content, and any other materials provided or made available by or on
behalf of us to you under this Agreement or otherwise in connection with the Program. We may
withhold accrued unpaid Commission for a reasonable period of time following termination to
ensure that the correct amount is paid (e.g., to account for any cancellations or returns). Upon any
termination of this Agreement, all rights and obligations of the parties will be extinguished, except
that the rights and obligations of the parties mutually agreed hereunder together with any accrued
but unpaid payment obligations of us under this Agreement, will survive the termination of this
Agreement. No termination of this Agreement will relieve either party for any liability for any breach
of, or liability accruing under, this Agreement prior to termination.
16. Modification
We may modify any of the terms and conditions contained in this 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 Re:fresh Site or by sending notice of
such modification to you by email to the email address then-currently associated with your Affiliate
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).
17. Relationship of Parties
You and we are independent contractors, and nothing in this 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 Agreement, you will be deemed to have taken the action
yourself.
18. Limitation of Liability
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
agreement, the program, operational documentation, the 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 agreement, the program, the site, and the service offerings
will not exceed the total commission paid or payable to you under this agreement in the six
months immediately preceding the date on which the event giving rise to the most recent claim of
liability occurred.
19. Disclaimers:
Unless otherwise provided for in this Agreement, you shall have no authority pursuant to this
Agreement to commit Re:fresh to any obligation in any manner whatsoever with respect to third
parties, or to use Re:fresh name in any way or to enter into any contracts on behalf of Refresh
Wellness Private Limited.
20. Indemnity
You agrees to indemnify and keep indemnified and hold harmless at all times Re:fresh/its directors
and officers from and against any and all notice, losses, claims, suit, action, actions, proceedings,
damages (including reasonable legal and attorney’s fees) which may be incurred by Re:fresh on
account of (a) negligence or misconduct on the part of you and/or your employees (b) due to
breach any terms and conditions of this Agreement (c) for breach of any intellectual property rights
of Re:fresh which commences an action or makes a claim against Re:fesh and such breach is
attributable to the acts of omission / commission by you (d) any loss caused to Re:fresh due to
breach of Confidentiality.
21. Arbitration
In the event the Parties are not able to resolve a dispute arising out of or relating to this Agreement
amicably within 30 (Thirty) days of either Party seeking such negotiations, arbitration proceedings
shall be initiated as per the Arbitration and Conciliation Act, 1996 and its statutory modifications.
The proceedings shall be conducted in any language and the venue shall be Surat city. The
arbitration shall be conducted by sole arbitrator appointed by Re:fresh . Nothing herein contained
prevents Re:fresh from taking such remedy/ recourse as available to it under the applicable law to
protect its interests other than arbitral proceedings.
22. Governing law and Disputes
This Agreement will be governed by the laws of the Republic of India, without regard to the
principle of conflict of laws. The courts at Surat City shall have the exclusive jurisdiction over any
dispute relating or arising in any way from the matter under the Program or this Agreement.
23. Non-Exclusivity
Nothing herein shall be construed as creating exclusivity in favour of you so as to limit Re;fresh’s
rights to deal with any other persons for similar arrangements, in any manner whatsoever. You
acknowledges that the Re;fresh may develop products or services that may compete with your
business or any other products or services. Further, Re:fresh may in its absolute and sole
discretion, give access to same or different arrangements to other persons as well who may even
be your competitors.
24. Miscellaneous
24.1 The Parties represent and warrant that they have all necessary licenses, approvals,
consents and/ or permissions as may be required under applicable laws to enter into
this Agreement.
24.2 The Parties shall comply with applicable laws and regulations while carrying out
their obligations under this Agreement.
24.3 You shall ensure that there are proper encryption and security measures at their
respective Website to prevent any hacking into the information pertaining to
transactions contemplated under this Agreement.
24.4 No waiver of any breach of this Agreement shall constitute a waiver of any other
breach of the same or other provisions of this Agreement, and no waiver shall be
effective unless made in writing.
24.5 The captions herein are included for convenience of reference only and shall be
ignored in the construction or interpretation hereof.
24.6 Each of the provisions of this Agreement is severable and distinct from the others
and if at any time one or more of such provisions is or becomes invalid, void and/or
illegal the enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby.
