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IBIBO Standard Terms and Conditions . FOR AFFILIATES

M/s ibibo Web Pvt. Ltd., a company incorporated under the Companies Act, 1956 having its registered Office at Pearl Building, Plot No.-51, Institutional Area, Sector . 32, Gurgaon . 122001, (hereinafter referred to as "IBIBO", which expression shall, unless repugnant to the context thereof, mean and include its successors, affiliates and permitted assigns) of the one part and ____________________________ a company incorporated under the Companies Act, 1956 having its registered Office at __________________________________, (hereinafter referred to as "Affiliate", which expression shall, unless repugnant to the context thereof, mean and include its successors, affiliates and permitted assigns) of the other part, agree to the following terms and conditions for the participation of Affiliate in the Adwinks Network. IBIBO and the Affiliate confirm that the contents of the Affiliate Form are incorporated into the Agreement and form part of it. These Conditions together with the completed Affiliate Form and any exhibits / addendums and IBIBO privacy policy constitute the entire agreement between IBIBO and Affiliate (.the Agreement.) for Affiliate.s participation in the Network and will govern continuing business between the Advertiser and the Affiliate. Each Agreement entered into between the parties constitutes a separate distinct contract.

  1. Definitions

    1.1 In the Agreement, the following words and expressions shall have the following meanings:

    • .Action. shall mean as defined in the Affiliate Form;
    • .Advertiser. shall mean a person, entity, or organization who offers Advertisements to Affiliates for the purpose of compensating the Affiliate for distributing such Advertisements to potential customers;
    • .Advertisement. means a commercial message, including graphic or text file provided by the Advertiser which upon being clicked directs the viewer / potential customer to the Advertiser Website;
    • .Advertiser Link(s). means the hyperlink(s) to the Advertiser Website in the form agreed between IBIBO and the Advertiser including the logos of the Advertiser in banner form and any embedded code;
    • .Advertiser Website. means the Advertiser.s website to which those interacting with Advertisements are taken;
    • .Affiliate. means the company or other person entering into the Agreement with IBIBO for joining the Network and to display the Advertisements of the Advertisers in return for payment from Advertiser;
    • .Affiliate.s Account. means an account dedicated to the Affiliate maintained within IBIBO.s accounting system;
    • .Affiliate Form(s). means the application form or forms to be completed by the Affiliate specified by IBIBO on the Service Website from time to time;
    • .Affiliate Website. means the Affiliate.s website identified in the Affiliate Form;
    • .Chargeback. means any sum due or paid to IBIBO by the Advertiser in respect of a Valid Action which is cancelled and becomes repayable after actual sales validation on the basis that the transaction in question resulted from an Invalidated Action or was never concluded or the lead in question was never realised;
    • .Commencement Date. means the date on which Affiliate completes all formalities and submits applicable Affiliate Forms upon which the Agreement comes into full force and effect;
    • .Commission. means, where applicable, the rate of commission due to the Affiliate calculated on a CPA or CPL basis;
    • .Cookie. means a text string or file placed on a potential customer.s computer which identifies a Valid Action;
    • .CPA. means the number of potential customers who interact with an Advertisement and who then execute the relevant Action, during the relevant cookie length agreed with each particular Advertiser;
    • .CPL. means some type of conversion/lead, which may include registration on Advertiser.s Website or sales.
    • .Intellectual Property. includes any and all patents, trade secrets, technology, know-how, trademarks, trade names, logos, copyrights, moral rights, designs, rights of publicity, mask work rights, utility models and other industrial or intangible property rights of a similar nature owned, developed, licensed or otherwise controlled; all grants and registrations worldwide in connection with the foregoing and all other rights with respect thereto; all applications for any such grant or registration, all rights of priority under international conventions to make such applications and the right to control their prosecution and all amendments, continuations, divisions and continuations-in-part of such applications; and all corrections, reissues, patents of addition, extensions and renewals of any such grant, registration or right obtained; and "Intellectual Property Rights" shall be construed accordingly;
    • .Invalidated Action. means a action invalidated by the Advertiser and/or IBIBO due to the supply of inaccurate information by the customer or breach of any other terms and conditions of the Advertiser or IBIBO;
    • .Network. means an Affiliate network operated by IBIBO through which Advertisers may offer Advertisements, which may be published / advertised by Affiliates, and IBIBO shall manage certain aspects of such interactions including the Cookie based tracking and reporting mechanism to enable the calculation of Valid Actions;
    • .Service. means the services provided by IBIBO to the Affiliate as more particularly described in the Agreement including any terms or modifications displayed / notified on Service Website;
    • .Service Website. means the websites maintained by IBIBO being ______________________ or such other urls as we may from time to time give you notice of.
      .Valid Action. means an Action that has been approved by the Advertiser for payment of commission;
  2. Affiliate.s obligations and responsibilities

    2.1 For effective administration of Affiliate participation in Network, the Affiliate shall:

    1. complete and submit to IBIBO all applicable Affiliate Forms with accurate, complete and non-misleading information and update any change in information furnished within a week from its change; and
    2. be the registered owner of the domain name directly identifying the Affiliate Website; and

    2.2 The Affiliate shall, upon the Commencement Date, select a username and password that permits the Affiliate access to the Affiliate section of the Service Website. The Affiliate shall keep the password secure and shall immediately notify IBIBO by e-mail at ______________ if the Affiliate believes that any unauthorised use has or may be made of such password.

    2.3 The Affiliate shall via the Service Website have access to tracking details relating to its Valid Actions. The Affiliate acknowledges that this is not a real time service and there may be consequential delays in reporting Valid Actions.

    2.4 From the details posted by the Advertiser about the Advertisement on the Service Website, the Affiliate may decide whether to act as a Affiliate of particular Advertisement and shall place the relevant Advertiser Link supplied by IBIBO on the Affiliate Website after it has received approval from the Advertiser and IBIBO.

    2.5 The Affiliate acknowledges that IBIBO shall have the right to act upon any information or instructions that IBIBO believes comes from the Affiliate.

    2.6 It shall be responsible for checking the suitability of Advertiser Websites before placing relevant Advertiser Links on the Affiliate Website. The Affiliate may remove any Advertiser Link from the Affiliate Website as it thinks fit and accordingly IBIBO shall not be responsible for the content of any Advertiser Website.

    2.7 IBIBO shall use its reasonable endeavours to supply and make available on the Service Website up-dated information regarding the Advertisers. marketing and promotional campaigns. It is the responsibility of the Affiliate to check and remain updated about any change in the Advertiser campaigns including terms prescribed by the Advertiser which may be discontinued or altered by the Advertiser.

  3. Affiliate.s Representations and Warranties

    3.1 The Affiliate undertakes not to collect and/or process personal data from any of the Advertiser.s customers / users.

    3.2 The Affiliate confirms to IBIBO that the Affiliate is not an individual under 18 (eighteen) years of age.

    3.3 The Affiliate represents that it has full power and authority to enter into and perform the Agreement;

    3.4 Affiliate represents that all information provided by the Affiliate to IBIBO shall be complete, accurate and non-misleading;

    3.5 Affiliate represents that it will comply with all its duties under all applicable Indian laws and regulations applicable to the Affiliate Website;

    3.6 Affiliate represents that to promote the Network and Service IBIBO shall have the right to publicise and advertise Affiliate.s identity and other information (not being Confidential Information) as part of the Network.

    3.7 Affiliate represents that IBIBO shall have the right to produce statistics or summaries relating to Affiliate.s use of the Service and contact the Affiliate by e-mail, telephone or post for feedback regarding the Service, ways in which it might be improved, additional services or facilities that may be introduced by IBIBO.

    3.8 Affiliate represents and warrants that the placement of Advertisements shall be in accordance with the terms and conditions of this Agreement and Affiliate shall only place Advertisements and Advertiser Links where they are likely to maximise the number of bona fide Actions on Affiliate website.

    3.9 Affiliate represents that except as permitted under this Agreement, Affiliate shall not alter, copy, modify, take, sell, re-use, or divulge in any manner any Advertiser details including rates, Network IP or computer code provided by IBIBO without IBIBO.s prior written consent. Affiliate may not copy Advertisements and display them from Affiliate's Website directly; redirect traffic to a website other than Advertiser Website or as provided by IBIBO; or ask users to take advantage of offers other than those listed by IBIBO or Advertiser. Any IBIBO content / Advertisement which is copied, changed or altered without prior written consent will result in non-payment for the Valid Actions delivered and may result in termination. Any approved modifications to IBIBO computer code or Network IP shall be owned solely by IBIBO.

    3.10 IBIBO will not tolerate or accept any activities it deems harmful or potentially damaging to its reputation and/or business, or that of its customers and/or clients including but not limited to the activities stated in this Agreement. IBIBO shall have the right to regularly audit Affiliate's traffic. Affiliates that commit fraudulent activities, including false clicks, false impressions, and incentivized clicks, will have their account permanently removed from the Network and may not be compensated for fraudulent traffic. All Advertisements must be served from an IBIBO server or serving location, or through an IBIBO approved 3rd party- hosted server. Stored images that are loaded from a different location will not count towards any statistic or payment.

    3.11 Affiliate represents that it shall not permit the display or other use of Advertisements or Advertiser Links in places on the Internet outside the Affiliate.s Website without prior written consent of IBIBO.

    3.12 Affiliate represents that it shall ensure that the Affiliate Website does not infringe any applicable laws or regulations and does not contain any material which is obscene, racist, pornographic, offensive, defamatory, threatening, menacing, blasphemous or in breach of any third party or IBIBO.s Intellectual Property Rights. The Affiliate shall immediately notify IBIBO by email at __________________ if the Affiliate becomes aware of any allegation that content on the Affiliate Website may be in breach any of the above conditions.

    3.13 Affiliate represents and warrants that the Affiliate Website does not relate to, produce or have characteristics of Prohibited Conduct.

    .Prohibited Conduct. is defined as:

    1. Ad Placement & Tracking: Affiliate shall not: (1) Place Advertisements in unsolicited emails / spasm; (2) Intentionally place Advertisements on blank web pages or on web pages with no content; (3) Stack Advertisements (e.g. place on top of one another so that more than 2 ads are next to each other); (4) Place Advertisements on non-approved websites or web pages, or in such a fashion that may be deceptive to the end user; (5) Incentivize offers or create the appearance to incentivize offers; (6) Place statements near the Advertisements requesting that end-users "click" on the Advertisements (i.e., "Please click here") or "visit" the sponsor (i.e., "Please visit our sponsor"); (7) Place misleading statements near the Advertisements (eg., "You will win $5,000."); (8) Redirect traffic to a website other than that listed by the particular Advertiser; (9) Ask end users to take advantage of other Advertisements or offers other than those listed by the particular Advertiser; (10) Serve Advertisements, or drive traffic to Advertisements, using any downloadable applications without the prior written approval of IBIBO, which, if provided, is subject in each case to the following condition: Advertisements delivered in approved downloadable applications may only be shown once per User session when the application is active, enabled and clearly recognizable by the end user as being active and enabled. Serving Advertisements at anytime when the downloaded application is not active is strictly prohibited and grounds for immediate termination without pay; (11) Use invisible methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the end-user; and/or (12) Attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the website tags, source codes, links, pixels, modules or other data provided by or obtained from IBIBO that allows IBIBO to measure Advertisements performance and calculate Valid Actions.
    2. Websites: Affiliate Website shall not contain, promote, reference or have links to: (1) profanity, sexually explicit materials, hate material, promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed unsuitable or harmful to the reputation of the other; (2) software piracy (warez, cracking, etc.), hacking, phreaking, emulators, ROM.s, or illegal MP3 activity.; (3) illegal activities, deceptive practices or violations of the intellectual property or privacy rights of others; (4) Websites under construction, hosted by a free service, personal home pages, or do not own the domain they are under; (5) charity clicks/donations, paid to surf, personal websites, website applicants who are not the owner of or employed by the applying website, active x downloads, no content (link site), all affiliate links, or incentivized traffic; (6) Promote activities generally understood as Internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail or the use of Spyware. For purposes hereof, .Spyware. shall mean computer programs or tools that (i) alter a computer User.s browser or other settings or use an ActiveX control or similar device to download ad supporting software without providing fair notice to and obtaining affirmative consent; (ii) prevent a computer user.s reasonable efforts to block the installation of or disable or remove unwanted software; (iii) remove or disable any security, anti-spyware or anti-virus technology on a user.s computer; (iv) send email through a user.s computer without prior authorization; (v) open multiple, sequential, stand-alone advertisements in the consumer.s Internet browser which cannot be closed without closing the Internet browser or shutting down the computer and/or (vi) other similar activities that are prohibited by applicable law.
    3. Search & Miscellaneous: Affiliate shall not: (1) Violate guidelines of any search engines being utilized; (2) Engage in search engine spam, doorway pages, cloaking, etc.; (3) Bid on any trademarked name or terms in any PPC/.keyword./.adword./campaign; (4) Conduct search Ads falsely suggesting a link between IBIBO and a third- party or otherwise infringing on a third-party.s intellectual property rights; (5) Engage in any advertising via facsimile or telemarketing; and /or (6) Engage in any misleading or deceptive conduct.

    3.14 The Affiliate represents and acknowledges that for the period of the Agreement and for 6 (six) months following its termination:

    1. the Affiliate shall not, without IBIBO.s prior written consent communicate directly with an Advertiser in relation to any matters involving the Service or any programmes relating to Advertisements; and
    2. the Affiliate shall promptly notify IBIBO if the Affiliate is approached by a Advertiser directly without IBIBO.s knowledge or approval in relation to any matters involving any programmes relating to Advertisements.

    3.15 If the Affiliate is in breach of any of the above representations and warranties then without prejudice to other rights of IBIBO:-

    1. IBIBO reserves the right not to pay the Affiliate any Commission in respect of any month in which any such breaches occurred and any credit balances showing in the Affiliate.s Account shall be reduced to zero; and/or
    2. IBIBO may terminate the Agreement with immediate effect.
  4. Payment of Commission

    4.1 Subject to the terms set out below, IBIBO agrees to pay to the Affiliate in 60 days basis Commission in respect of Valid Actions. All payments under this Agreement are subject to deduction of withholding tax and any other applicable tax, as per the law of India.

    4.2 Commission rates shall be as advertised on the Service Website at the time of the relevant Action. Commission rates are subject to change from time to time on 7 days notice from IBIBO by email and it is the Affiliate.s responsibility to monitor that Commission rates are in accordance with its expectations. Any change of commission is well informed by the Advertiser in advance.

    4.3 At the beginning of each month, IBIBO shall credit the Affiliate.s Account for all Valid Actions in the previous month applying in each case the relevant Commission rates.

    4.4 Monies shall not be due or payable to the Affiliate in respect of Valid Actions until IBIBO has received cleared funds in respect thereof from the relevant Advertiser. If an Advertiser fails to pay IBIBO for any Valid Action then IBIBO reserves the right not to pay the Affiliate in respect thereof.

    4.5 If IBIBO has not received payment in cleared funds from an Advertiser within three months of a Valid Action and as a result not paid the Affiliate, then the Affiliate may request that the debt owed to IBIBO (.the Non-received Payments.) be assigned free of charge to the Affiliate such that the Affiliate may make a claim against the non-paying Advertiser.

    4.6 Prior to it paying the Affiliate, IBIBO may debit from the Affiliate.s Account:

    1. any Chargebacks; and
    2. any Non-received Payments.

    4.7 IBIBO will only debit Chargebacks from the Affiliate.s Account if the event giving rise to the Chargeback both occurs and is notified to IBIBO by the Advertiser in writing within 21 (twenty-one) working days of the end of the calendar month in which the applicable Valid Action took place.

    4.8 No sooner than 45 (forty-five) days after the end of each calendar month during which the Agreement is in force IBIBO shall produce and send to the Affiliate a written summary of all Chargebacks and Non-received Payments applicable to the Affiliate in that calendar month.

    4.9 Where IBIBO makes a payment to the Affiliate in respect of a Valid Action for which it has not been paid by the relevant Advertiser then such payment shall be deemed on account until such time as the Advertiser pays. If the Advertiser does not pay IBIBO within three months then IBIBO may debit an equivalent sum from the Affiliate.s Account or to the extent that there are insufficient credits in the Affiliate.s Account require the Affiliate to pay such sum to IBIBO within 7 days.

    4.10 If during any period of six consecutive calendar months there have been no Valid Actions clear of Chargebacks attributable to the Affiliate, IBIBO shall be entitled to levy a monthly fee (in accordance with IBIBO.s then published rate) until such time as the Affiliate Account has a zero balance.

    4.11 If the Affiliate Account has a negative balance as a result of Chargebacks then such balance shall be immediately due and payable to IBIBO. All negative balances shall be subject to interest at a rate of 2% above the annual Bank base rate from time to time, compounded monthly. No interest shall be payable on positive balances in the Affiliate Account.

    4.12 Where it is not possible for IBIBO to calculate the actual number of relevant Valid Actions relating to a particular period as a result of the Network technology not functioning properly or the Advertiser.s acts or omissions, IBIBO shall estimate the credit attributable to the Affiliate.s Account.

  5. IBIBO.s Representations and Warranties

    5.1 IBIBO warrants to the Affiliate that:-

    1. it will perform the Services with due care and skill and in a professional manner; and
    2. it has full power and authority to enter into and provide Services under the Agreement.
  6. Limitations of Warranties and Liability
    1. Disclaimer of Warranties: ALL SERVICES PROVIDED BY IBIBO ARE PROVIDED ON AN .AS IS. .AS AVAILABLE. BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, IBIBO MAKES NO WARRANTIES, GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. IBIBO IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL. IBIBO SHALL NOT BE LIABLE TO THE AFFILIATE FOR LOSS OF PROFITS, CONTRACTS, LOSS OF REPUTATION, LOSS CAUSED BY ANY THIRD PARTY DELETING, REMOVING, DEACTIVATING OR TAMPERING WITH THE IBIBO NETWORK OR SERVICE.
    2. Limitation of Liability: UNDER NO CIRCUMSTANCES SHALL IBIBO BE LIABLE TO AFFILIATE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF IBIBO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED HEREIN. IN NO EVENT SHALL IBIBO.S TOTAL OBLIGATIONS OR LIABILITY HEREUNDER EXCEED THE LESSER OF THE SPECIFIC ADVERTISING CAMPAIGN IN QUESTION. REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST IBIBO MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE.
    3. Consideration: AFFILIATE ACKNOWLEDGES THAT IBIBO HAS AGREED TO PRICING IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THESE CONSIDERATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. AFFILIATE AGREES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO AFFILIATE.
  7. Indemnity

    Affiliate is solely responsible for any legal liability arising out of or relating to (i) Affiliate's Website(s), (ii) any material to which users can link through Affiliate's Website(s), and/or (iii) any consumer and/or governmental/regulatory complaint arising out of Affiliate Website, including but not limited to any spam or fraud complaint and/or any complaint relating to failure to have proper permission to conduct such campaigns. Affiliate shall indemnify, defend, and hold harmless IBIBO and its officers, directors, employees, agents, shareholders, partners, affiliates, representatives, agents and Advertisers (collectively .IBIBO Parties.) harmless from and against any and all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys. fees, costs related to in-house counsel time, court costs and witness fees) (collectively .Losses.) incurred by, or imposed or asserted against, the IBIBO Parties which, if true, would constitute or relate to any claims, suits, or proceedings for: (a) libel, defamation, violation of rights of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with Affiliate's Website(s); (b) any breach by Affiliate of any duty, representation or warranty under this Agreement; (c) any breach by IBIBO of any duty, representation, or warranty to provide Advertisemnts for placement on Affiliate's Website(s) due to any breach by Affiliate of this Agreement; (d) a contaminated file, virus, worm, or Trojan horse originating from the Affiliate's Website(s); or (e) gross negligence or willful misconduct by Affiliate.

  8. Term and Termination
    1. Term: This Agreement will come into effect on the Commencement date and shall be valid for a period of ____________ thereafter.
    2. Termination: IBIBO reserves the right to terminate any Affiliate from the Network at any time, with or without cause.
    3. Post-Termination: Upon termination, Affiliate agrees to immediately remove from the Affiliate Website any and all IBIBO Network IP, Intellectual Property of IBIBO and Advertiser and any Advertisements supplied to the Affiliate by IBIBO. Affiliate will be paid, in the next scheduled payment cycle following termination, all legitimate, non-fraudulently accrued, earnings due up to the time of termination. Upon termination all ties to referrals will be permanently severed and Affiliate will not receive nor be entitled to receive future Commissions hereunder.
    4. Clauses 6, 7, 9, 10, 11 shall survive the termination of the Agreement.
  9. Proprietary Rights
    1. Licenses: At the agreed upon pay-out price and provided that Affiliate complies with all provisions of this Agreement, IBIBO hereby grants to Affiliate a non-exclusive, limited, revocable license to use, execute, and display the Network IP solely for purposes of performing its other obligations hereunder. Except for the limited license expressly granted in this Section, nothing in this Agreement shall be construed as IBIBO granting Affiliate any right, title or interest in Network IP. Affiliate acknowledges and agrees that IBIBO and/or Advertiser owns all right, title and interest in and to the Network IP and all related intellectual and proprietary rights of any kind anywhere in the world. Affiliate.s use of the Network IP or the results created thereby, or disseminating or distributing any of this information except as expressly permitted by this Agreement is strictly forbidden and will result in the termination of this limited license and may result in Affiliate being held liable under applicable law.
    2. Intellectual Property Ownership: Subject to the limited licenses granted to IBIBO and Affiliate hereunder, each party shall own and shall retain all right, title and interest in its Intellectual Property. Except as provided in this Agreement, neither party may distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the Intellectual Property of the other party without the express prior written consent of such party.
    3. Data Ownership: Affiliate understands that all data, including, but not limited to, personally identifiable information provided by users in response to an Advertisement and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by IBIBO from such data is the sole and exclusive property of Advertiser and IBIBO and is considered Confidential Information pursuant to this Agreement. IBIBO and/or its Advertisers, in their sole discretion, shall have the right to market and re-market the user data without further obligation to Affiliate. Affiliate shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such information, or any portion thereof, to any third-party. Unless otherwise agreed to in writing by the parties, any other use of such information is strictly prohibited.
  10. Privacy
    1. Obligations: Internet consumer privacy is of paramount importance to IBIBO, its subsidiaries, and its customers. IBIBO is committed to protecting the privacy of consumers, clients, and Advertisers, and to do its part to maintain the integrity of the Internet. Affiliate therefore affirms and attests that it will adhere to fair information collection practices with respect to its performance under this Agreement and shall adhere to the privacy policy of IBIBO as prescribed from time to time.
    2. Cookies: Affiliate acknowledges that (i) cookies are important devices for measuring advertising effectiveness and ensuring a robust online advertising industry and (ii) efforts are required to increase User awareness about the use of cookies and their role in providing free content and other benefits to Users. Affiliate agrees to take such steps as may be commercially reasonable and appropriate to promote User awareness about cookies or similar devices as may be identified by IBIBO.
  11. Confidentiality

    Each party agrees that it may provide the other with information that is confidential and proprietary to that party or a third- party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information"). IBIBO.s rates are considered confidential. Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this Agreement. Confidential Information shall not be commingled with information or materials of others and any copies shall be strictly controlled. The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third-party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement.

    Upon termination of this Agreement, or upon written request by IBIBO, Affiliate must destroy or return to IBIBO any Confidential Information provided by IBIBO under this Agreement.

  12. Dispute Resolution
    1. All disputes, differences or disagreements arising out of, in connection with or in relation to this Agreement including its interpretation, performance or termination, in the first instance shall be settled through mutual discussions between the officials of the Parties.
    2. If no settlement can be reached through mutual discussion and negotiations between the officials of the Parties mentioned above within 10 days of the first written communication of such disputes, differences or disagreements from either Party to the other, then all such disputes, differences or disagreements shall be finally decided by arbitration to be held in accordance with the provisions of the Arbitration Act.
    3. The arbitration shall take place before sole arbitrator.
    4. The venue of arbitration shall be Gurgaon and the language of arbitration shall be English. The arbitrators shall state reasons for their findings in writing and shall specify the basis for any damage and the types of damages awarded. The decision of the arbitrator will be final and binding on the Parties.
  13. Governing Law and Jurisdiction

    This Arrangement shall be governed by and construed in accordance with the laws of the Republic of India without prejudice to its conflict of laws rules. Neither Party shall be entitled to maintain any action in a court of law upon any matter in dispute until such matter shall have been submitted to arbitration and determined as provided in clause 13, and then only for the enforcement of the arbitral award, except that any party may approach the court of Gurgaon for conservancy and provisional measures and injunctive relief.

  14. Entire Agreement and Modification

    This Agreement, including Affiliate Forms, any exhibits / addenda, the IBIBO Privacy Policy (as amended from time to time and which is incorporated herein by reference), contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is agreed to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a "click through" acknowledgement of assent. No interlineations to this Agreement shall be binding unless initialed by both parties. Notwithstanding the foregoing, IBIBO shall have the right to change, modify or amend ("Change") this Agreement, in whole or in part, by posting a revised Agreement at least five (5) days prior to the effective date of such Change on the Service Website. Affiliate.s continued use of the Network after the effective date of such Change shall be deemed Affiliate.s acceptance of the revised Agreement. No change, amendment, or modification of any provision of the Agreement by Affiliate will be valid unless set forth in a written instrument signed by the authorized representative of both Parties.

  15. Assignment

    No rights or obligations under this Agreement may be assigned by Affiliate without the prior written consent of IBIBO. IBIBO and any of its subsequent assignees may assign this Agreement, in whole or in part, or any of its rights or delegate any of its duties, under this Agreement to any party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

  16. Independent Contractors

    Each party is an independent contractor. Any intention to create a joint venture or partnership between the parties is expressly disclaimed.

  17. Marketing

    Affiliate shall not release any information regarding Advertisers, Advertisements, Commission rates or Affiliates relationship with IBIBO or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of IBIBO. IBIBO shall have the right to reference and refer to its work for, and relationship with, Affiliate for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent in writing of IBIBO and Affiliate.

  18. Force Majeure

    Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

  19. Severability

    In the event that any provision of the Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the Parties to the Agreement, then (i) such provision will be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the Agreement will remain in full force and effect.

  20. Remedies and Waiver

    Except as otherwise specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the party may possess at law or in equity. Failure of either party to require strict performance by the other party of any provision shall not affect the first party.s right to require strict performance thereafter. Waiver by either party of a breach of any provision shall not waive either the provision itself or any subsequent breach.

  21. Notices

    All notices and other communications required or permitted to be given under this Agreement shall be in writing, addressed to the Parties at their respective addresses as provided by the Affiliate in the Affiliate Form and by IBIBO on Service Website, and may be delivered in person, by facsimile, sent by overnight express mail or courier service, or sent by certified or registered mail, postage prepaid, return receipt requested.

IN WITNESS WHEREOF, the parties have signed this Agreement on this ___ day of __________ 2011.

[publisher]

ibibo Web Private Ltd.

By: ____________________________
Name: __________________________
Title: ___________________________
Date: ___________________________

By: ____________________________
Name: __________________________
Title: ___________________________
Date: ___________________________


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