AFFILIATE PROGRAM POLICY

Subject to review and approval of the information provided during registration, Sellmitra Systems (“Sellmitra”) may, at its sole and absolute discretion, appoint the applicant as an “Affiliate” under this Agreement.

Such appointment shall be:

• Non-exclusive, and
• Limited to promotion of Sellmitra Services as may be communicated from time to time.

Sellmitra reserves the right to approve, reject, suspend, or revoke any Affiliate application or participation at any time, without assigning any reason.

The Affiliate is authorized only to promote and refer prospective customers to Sellmitra using approved methods and materials.

The Affiliate shall have no authority whatsoever to:

• Enter into contracts on behalf of Sellmitra;
• Make representations, warranties, or guarantees not expressly approved by Sellmitra;
• Negotiate pricing, terms, or conditions with customers;
• Collect payments or handle billing on behalf of Sellmitra;
• Act as a legal representative, partner, or agent of Sellmitra.

Any act beyond this limited scope shall be deemed unauthorized and non-binding on Sellmitra.

The relationship between Sellmitra and the Affiliate is strictly that of independent contractors.
Nothing contained in this Agreement shall be construed to:

• Create any employer-employee relationship;
• Constitute a partnership, joint venture, agency, franchise, or fiduciary relationship;
• Grant either party the authority to bind or obligate the other in any manner.

The Affiliate:

• Shall operate independently and at its own discretion;
• Shall bear all costs and expenses incurred in performing its activities;
• Shall be solely responsible for compliance with applicable laws, including taxation obligations (GST, income tax, etc.);
• Shall not be entitled to any employment benefits, insurance, reimbursements, or statutory protections applicable to employees.

This Agreement is non-exclusive, and Sellmitra reserves the unrestricted right to appoint multiple affiliates, partners, resellers, or agents for the same or overlapping markets, geographies, or customer segments;

Sellmitra may directly market, promote, and sell its Services without any obligation to the Affiliate;

The Affiliate shall have no claim over any territory, customer base, or exclusivity rights unless expressly agreed in writing.

For avoidance of doubt:

• The Affiliate shall not be considered an agent of Sellmitra under the Indian Contract Act, 1872;
• No act or omission of the Affiliate shall create any legal liability or obligation on Sellmitra;
• The Affiliate shall not represent itself as being authorized to act on behalf of Sellmitra in any capacity other than as an independent affiliate.

To participate in the Affiliate Program, the applicant must:

• Provide true, accurate, current, and complete information during registration and keep such information updated at all times;
• Possess the legal capacity to enter into a binding contract under applicable laws of India;
• Not be engaged in any fraudulent, deceptive, misleading, or unlawful activities, whether online or offline;
• Operate in compliance with all applicable laws, rules, and regulations in India, including but not limited to:
  • Information Technology laws
  • Advertising and consumer protection laws
  • Data protection and privacy laws
  • Anti-spam and communication regulations

The Affiliate shall not:

• Promote Sellmitra through spam, unsolicited communications, or misleading advertisements;
• Use false claims, fake testimonials, or exaggerated promises regarding Sellmitra Services;
• Engage in brand bidding, impersonation, or unauthorized use of Sellmitra trademarks, domain names, or branding;
• Participate in any activity that may harm the reputation, goodwill, or interests of Sellmitra.

The following shall render an applicant ineligible or liable for rejection/termination:

• Submission of false, incomplete, or misleading information;
• Creation of multiple or duplicate accounts to manipulate commissions;
• Self-referrals or attempts to earn commission through related parties, employees, or controlled entities;
• Prior suspension or termination from Sellmitra programs due to policy violations;
• Engagement in competing or conflicting promotional activities deemed harmful by Sellmitra.

• All Affiliate applications are subject to review and approval by Sellmitra.
• Sellmitra reserves the sole and absolute discretion to approve, reject, or revoke any application or participation, without assigning any reason;
• Approval into the Program does not create any vested right and may be withdrawn at any time in accordance with this Agreement.

Eligibility is continuous, not one-time.

The Affiliate must comply with this clause at all times during participation.

Any breach may result in suspension, withholding of commissions, or termination of the Agreement.

All referrals must occur through the Affiliate Link provided by Sellmitra.

Sellmitra shall track referrals using cookies, tracking links, or other attribution technologies at its sole discretion.

The validity period of tracking (cookie window) shall be determined by Sellmitra (typically between 60 to 90 days, unless otherwise specified).

A referral shall be considered valid only if:

• The Customer registers using the Affiliate Link; and
• The tracking system successfully attributes the referral to the Affiliate.

Sellmitra shall not be liable for any failure in tracking due to:

• Cookie deletion or browser restrictions;
• Use of ad blockers or privacy tools;
• Device switching or technical errors;
• Any third-party interference or system limitations.

In such cases, the decision of Sellmitra regarding attribution shall be final and binding.

1. Qualified Referral Requirement

A referral shall be considered valid only upon:

• Successful subscription to a paid plan by the referred Customer; and
• Receipt of full payment by Sellmitra without refund, cancellation, or dispute.
2. Activation Threshold

To ensure quality referrals and prevent misuse:

• The Affiliate account shall be considered “Active” only after two (2) successful Qualified Purchases.
• No commission shall be payable until this activation threshold is met.
3. Commission Accrual Rule

Upon completion of two (2) Qualified Purchases, the Affiliate becomes eligible for commission.

The commission for the first Qualified Purchase shall be released only after the second Qualified Purchase is successfully completed.

Example (to remove ambiguity):

1st referral → No payout yet

2nd referral → Activates account → payout for 1st + 2nd (subject to conditions)

4. Right to Modify Commission

Sellmitra reserves the right to:

• Modify commission rates;
• Introduce tiered or performance-based incentives;
• Change payout structures or thresholds;

by providing prior notice through email, dashboard notification, or updated policy.

Notwithstanding anything contained elsewhere in this Agreement, no Referral Fee / Commission shall be payable in respect of the following:

1. Self-Purchases:

Any purchase made by the Affiliate directly or indirectly, including through:

• Its own accounts;
• Employees, agents, or representatives;
• Immediate family members or related parties;
• Any entity controlled by or affiliated with the Affiliate.
2. Fraudulent or Invalid Transactions:

Any transaction that, in Sellmitra’s sole determination:

• Is fraudulent, suspicious, or artificially generated;
• Involves fake, duplicate, or bot-generated accounts;
• Is made with the intent of wrongfully earning commission.
3. Duplicate or Multiple Accounts:

Any Customer account that is:

• A duplicate of an existing account; or
• Created to circumvent commission eligibility rules.
4. Existing Customers:

Any user who:

• Is already a registered or paying customer of Sellmitra prior to the referral; or
• Has previously engaged with Sellmitra through another channel where attribution cannot be conclusively established.
5. Attribution Conflicts:

Where multiple affiliates claim the same Customer and tracking cannot be reliably determined, Sellmitra’s decision shall be final and binding, and commission may be denied.

6. Refunded, Cancelled, or Chargeback Transactions:

Any transaction where:

• Payment is refunded (fully or partially);
• Subscription is cancelled within the cooling period;
• A chargeback or payment dispute is initiated.

Sellmitra reserves the absolute right to withhold, cancel, or reverse commissions in any of the above cases.

1. Commission Accrual and Cooling Period

Commission shall accrue only upon verification of a Qualified Purchase.

Payment shall become due only after completion of a cooling period, which may range between 30 to 90 days from the date of payment by the Customer.

This cooling period is intended to:

• Prevent abuse through refunds, cancellations, or disputes;
• Ensure legitimacy of transactions.
2. Minimum Payout Threshold

Commission shall be payable only when the total accrued amount reaches the minimum payout threshold, as determined by Sellmitra (e.g., ₹5,000 or such other amount as notified).

Any unpaid balance below the threshold shall be carried forward to subsequent payout cycles.

3. Mode and Timing of Payment

Payments shall be made through such modes as determined by Sellmitra (e.g., bank transfer, UPI, or other methods).

Payout timelines shall be defined by Sellmitra and may be subject to processing cycles and verification checks.

Sellmitra shall not be liable for delays caused by:

• Incorrect payment details provided by the Affiliate;
• Banking or technical issues beyond its control.
4. Taxes and Statutory Compliance

The Affiliate shall be solely responsible for:

• Payment of all applicable taxes, including income tax and GST, if applicable;
• Compliance with all statutory obligations under Indian law.

Sellmitra reserves the right to:

• Deduct Tax Deducted at Source (TDS) or any other applicable statutory deductions;
• Request invoices, GST details, or other documentation prior to releasing payments.
5. Right to Withhold or Adjust Payments

Sellmitra reserves the right to:

• Withhold payments in case of suspected violation of this Agreement;
• Adjust or set-off any amounts payable against:
• Refunds, reversals, or chargebacks;
• Any losses incurred due to Affiliate’s actions.

The Affiliate shall, at all times during the term of this Agreement:

• Promote Sellmitra Services in a truthful, fair, and non-misleading manner;
• Not make any false, exaggerated, or unverified claims regarding:
  • Features
  • Pricing
  • Performance
  • Guarantees or outcomes
• Use only information that is officially published or approved by Sellmitra.

The Affiliate shall not:

• Represent itself as an official partner, employee, or authorized representative of Sellmitra;
• Make any commitments, warranties, or assurances on behalf of Sellmitra;
• Mislead Customers into believing they are dealing directly with Sellmitra.

The Affiliate must clearly and prominently disclose that:

• It is participating in a paid affiliate program; and
• It may earn a commission from referrals.

Such disclosure must comply with applicable advertising and consumer protection laws in India.

The Affiliate shall not, without prior written approval:

• Use Sellmitra’s trademarks, logos, brand name, or creatives in any modified or misleading manner;
• Register or use domain names, social media handles, or pages that:
  • Contain or resemble “Sellmitra ”; or
  • Create confusion with the official brand.

The Affiliate shall not engage in:

• Spam or unsolicited communications, including bulk emails, messages, or automated outreach;
• Brand bidding on search engines using Sellmitra’s trademarks or variations thereof without written consent;
• Misleading advertisements, including:
  • Fake discounts or offers
  • False urgency or scarcity claims
  • Fake testimonials or reviews
• Incentivized referrals, including:
  • Cashback schemes
  • Rewards or monetary incentives to users for signing up
• Any activity that artificially inflates referrals, traffic, or conversions.

• The Affiliate shall not copy, reproduce, or modify Sellmitra’s marketing materials, content, videos, or documentation without prior written approval;
• Any independently created promotional material must:
  • Be accurate;
  • Not conflict with Sellmitra’s branding or messaging.

The Affiliate shall comply with all applicable laws, including:

• Information Technology laws
• Advertising standards
• Consumer protection laws
• Anti-spam regulations

The Affiliate shall not, directly or indirectly:

• Use any false, misleading, or deceptive marketing practices, including misrepresentation of Sellmitra’s features, pricing, or benefits;
• Represent itself as an official partner, employee, or authorized representative of Sellmitra, or make any unauthorized commitments on its behalf;
• Bid on or use Sellmitra brand names, trademarks, or variations in paid advertising (including Google Ads or social media ads) without prior written approval;
• Promote Sellmitra using unauthorized coupons, discounts, cashback offers, or incentives;
• Generate fake, duplicate, or fraudulent leads, sign-ups, or purchases, including through bots, scripts, or false identities;
• Register or use any domain name, website, or social media account that includes or resembles “Sellmitra” or creates confusion with the official brand;
• Engage in any activity that manipulates tracking systems, including cookie stuffing, forced clicks, or unauthorized redirects;
• Promote competing services in a manner that misleads customers or diverts traffic unfairly from Sellmitra;
• Engage in any conduct that may harm Sellmitra’s reputation, goodwill, or business interests.

• All trademarks, logos, brand names, content, software, and marketing materials related to Sellmitra (“Intellectual Property”) shall remain the exclusive property of Sellmitra Systems.
• The Affiliate is granted a limited, non-exclusive, non-transferable, and revocable license to use Sellmitra’s Intellectual Property solely for the purpose of promoting the Services under this Agreement and strictly in accordance with Sellmitra’s guidelines.
• The Affiliate shall not:
• Modify, alter, or misuse Sellmitra’s Intellectual Property;
• Use it in any manner that is misleading, defamatory, or harmful to Sellmitra’s brand or reputation;
• Use it beyond the scope permitted under this Agreement.
• The Affiliate shall not register, purchase, or use:
• Any domain names, trademarks, or social media handles that contain or are confusingly similar to “Sellmitra”;
• Any marks or identifiers that may create an impression of official association with Sellmitra.
• All rights not expressly granted under this Agreement are reserved by Sellmitra.
• Upon termination of this Agreement, the Affiliate shall immediately cease all use of Sellmitra’s Intellectual Property and remove all related materials from its platforms.

Either party may terminate this Agreement:

• With thirty (30) days written notice, or
• Immediately upon material breach, fraud, misconduct, or violation of applicable laws

Sellmitra may also terminate this Agreement:

• If the Affiliate account remains inactive for ninety (90) consecutive days, or
• For violation of program policies or misuse of the platform

Upon termination:

• Affiliate shall cease all promotion of Sellmitra and remove all branding, links, and references
• Access to affiliate tools, dashboards, and systems will be revoked
• All valid, approved commissions earned prior to termination will be paid in accordance with the payment schedule, subject to:
  • Fraud checks
  • Customer cancellations or refunds
  • Compliance with this Agreement
• Sellmitra reserves the right to withhold or revoke commissions arising from fraudulent, misleading, or non-compliant activities

Any provisions which by their nature should survive termination, including but not limited to confidentiality, payment obligations, and limitation of liability, shall survive termination of this Agreement.

Sellmitra shall not be liable for any:

• Indirect, incidental, special, or consequential damages
• Loss of profits, revenue, data, or business opportunities
• Errors or interruptions in tracking, reporting, or system availability arising out of or related to this Agreement, even if advised of the possibility of such damages.

To the maximum extent permitted by law, Sellmitra’s total liability under this Agreement shall not exceed the total commissions payable to the Affiliate in the preceding three (3) months.

Nothing in this Agreement shall limit liability where such limitation is not permitted by applicable law.