AUTHBRIDGE OFFERS YOU (“CHANNEL PARTNER”) THE OPPORTUNITY TO USE THE iBRIDGE PORTAL AND PARTICIPATE IN THE CHANNEL PARTNER PROGRAM ONLY ON THE CONDITION THAT CHANNEL PARTNER AGREES TO BE BOUND UNCONDITIONALLY BY THE TERMS AND CONDITIONS IN THE AUTHBRIDGE CHANNEL PARTNER PROGRAM AGREEMENT (“AGREEMENT”). BY PARTICIPATING IN THE CHANNEL PARTNER PROGRAM, CHANNEL PARTNER ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS AND AGREES TO BE BOUND BY THE AGREEMENT.
THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE iBRIDGE PORTAL PROVIDED BY US, AUTHBRIDGE RESEARCH SERVICES PRIVATE LIMITED (“ARS/COMPANY”). BY AGREEING TO THE TERMS OF SERVICE HEREUNDER, YOU AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" AND "YOUR" SHALL REFER TO THAT ENTITY. IF YOU DO NOT HAVE THE AUTHORITY OR DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE OUR SERVICES ON iBRIDGE.
ARS reserves the right to update or change this Agreement at any time and for any reason without notice to you, and you agree that by continuing to use the Services after we make any changes to this Agreement, you will be bound by the then current version of this Agreement. You further agree that you will not challenge the validity, enforceability or admissibility of this Agreement on the grounds that you agreed to it electronically.
a) The Company hereby appoints the Channel Partner as a nonexclusive authorized Channel Partner for the brokering of background verification services provided by ARS including, but not limited to, address check, education check, national identification check, police verification check etc. (“Services”) to a client, which could be any third party client, subject to and governed by the terms of this Channel Partner Program Agreement and acceptance of the terms of the End User Agreement/Master Service Agreement by such client that may be entered into between ARS and the Client on iBridge (“Client”).
b) The appointment as a Channel Partner and a member of Channel Partner Program grants you access to iBridge portal, which is (along with any related passwords or access codes provided by ARS) deemed Confidential Information, and may not be shared or accessed by any third parties, including the Clients. Channel Partner shall fully indemnify ARS for any and all damages caused by it’s failure to comply with this provision.
c) The Channel Partner shall not broker, offer for sale or sell Services and deliverables provided by a competitor of the Company and shall be an exclusive Channel Partner of ARS with respect to the Services or similar services relating to background verification.
d) ARS shall not accept any Client that may be initiated by the Channel Partner who is already an existing client of ARS by itself or through any other channel partner of ARS under the Channel Partner Program or otherwise.
2. REQUIREMENTS AND RESPONSIBILITIES
a) Channel Partner agrees to utilize its best efforts to market and promote the Services of ARS to the Client and prospective Clients, to locate, contact, and solicit, on ARS’s behalf, potential clients, to generate and develop qualified leads, to assist in negotiations with such prospective Clients and to solicit additional clients, including without limitation, promoting the Services on Channel Partner's web site, if any, featuring the Services in any applicable marketing campaign conducted by the Channel Partner, at any trade show attended by the Channel Partner and promoting the Services in any marketing materials produced by or for the Channel Partner.
b) Channel Partner agrees that for the marketing purposes as mentioned in the clause above, Channel Partner shall only utilize the material or information brochures provided by ARS on iBridge and shall not use any content other than that provided by ARS on iBridge or otherwise approved by ARS for soliciting a client in accordance with the terms herein.
c) The Channel Partner further understands and agrees that it shall not use the trademarks and logos of ARS for any purpose whatsoever except with the prior written approval of ARS which can be sought upon a written request through an email to firstname.lastname@example.org.
3. CHANNEL PARTNER’S ACCOUNT
a) The account maintained by the Channel Partner on iBridge shall provide among other things:
- a complete list of the Clients initiated by the Channel Partner, whether approved or denied;
- the reason for denial of a Client initiated by the Channel Partner;
- the date of approval of any Client by ARS;
- the complete details of the Client so initiated;
- historical data of the Service Request initiated by the Client introduced by the said Channel Partner;
- the amount of Service Fees received from such Client pursuant to their Service Request;
- the amount of fees/ commission accrued to the Channel Partner for the Service Fees received from the Client;
- a complete account of the total earnings of the Channel Partner for the service request generated by the Client introduced by the Channel Partner.
b) The Fees to be accrued to the Channel Partner as provided in Clause 4 herein below shall be solely based on the data of the Service Request initiated by the Client as mentioned in the account of the Channel Partner.
4. FEES/ COMMISSION
a) Fees: In the event that a potential Client introduced to ARS by the Channel Partner executes a End User Agreement/ Master Services Agreement with ARS, ARS shall pay the Channel Partner, for each such Service request raised by the Client pursuant to such End User Agreement/ Master Services Agreement, such amounts/percentage as set forth in the start-up email/ written confirmation sent by ARS to Channel Partner upon approval of the Channel Partner by ARS in the Channel Partner Program, or any amendment thereto as ARS may issue in its sole discretion from time to time, ("Fees/ Commission"); provided, however, that the obligation to pay any Fee/ Commission to the Channel Partner hereunder shall terminate in the event the underlying End User Agreement/ Master Service Agreement with the Client so introduced by the Channel Partner terminates for any reason.
b) Payment of Fees: ARS shall pay each Fee owed to the Channel Partner hereunder within thirty (30) business days of receipt of payment of the corresponding amount from the applicable Client. All Fees shall be paid in Indian Rupees. c) Taxes: The Channel Partner is responsible for the payment of all taxes which arise from its performance of the Services and the receipt of the Fees hereunder.
d) Fee Disputes: Any disputes by the Channel Partner relating to any amount, accrual or payment of any fees/ commission shall be escalated to ARS within five (5) business days of the receipt of the said payment or non-payment. The same shall be resolved amicably between the Parties with thirty (30) days of the escalation of such dispute.
5. TRAINING AND SUPPORT SERVICES
a) ARS may provide training material to the Channel Partner on iBridge by of text material in the form of information brochures and FAQs as well as through various videos or other electronic means on iBridge portal. For other support and training purposes, Channel Partners shall be provided link, helpline or chat session with the personnel of ARS on iBridge itself.
6. CONFIDENTIALITY & PUBLICITY
a) For the purpose of this clause, the party disclosing Confidential Information shall be referred to as the “Disclosing Party” and the party receiving such Confidential Information shall be referred to as the “Receiving Party”.
b) The Receiving Party hereby acknowledges and agrees that any and all confidential information howsoever related to the business and affairs including all the Client Data of the Disclosing Party which may be supplied to the Receiving Party by or on behalf of the Disclosing Party and/or which may be made available to the Receiving Party by the Disclosing Party or any of its advisors, officers or employees or otherwise learned by the Receiving Party in the course of the provision of Services under this Agreement will be treated by the Receiving Party as being information of a confidential nature (“Confidential Information”) which is the absolute property of the Disclosing Party.
c) The Receiving Party shall:
- Not use any of the Confidential Information under this Agreement otherwise than for the purpose of performing its obligations and exercising its rights;
- At all times during and after the contract term maintain the confidentiality of the Confidential Information and any copies, photographs, drawings or recordings of any type whatsoever of any of the Confidential Information;
- Only make available the Confidential Information to such of its employees, contractors, agents and professional advisors as required to perform the obligations under this Agreement and further have been informed by the Receiving Party of the confidential nature of the Confidential Information and of their obligations in respect thereof; and
- Forthwith on request of the Disclosing Party and in accordance with such request or upon termination of this Agreement either (1) return to the Disclosing Party all of the Confidential Information together with all copies, notes or records derived there from and without retaining any copies of the same or (2) destroy all of the Confidential Information which is together with all copies, notes or records derived there from including anything stored in electronic medium.
d) This Clause does not pertain to the information which was known to the Receiving Party prior to its being so supplied or made available or which is now in or in the future enters the public domain otherwise than by the reason of any breach of this undertaking or which is required by law to be disclosed by the Receiving Party or which is obtained by the Receiving Party from any third party and which has lawfully been in such third party’s possession.
e) Channel Partner will not publicize the terms of this Agreement in any advertising, marketing or promotional materials. The only exception to this is where disclosure is required by law, provided you will obtain any confidentiality treatment available and intimates us of the said requirement at the earliest so that we may seek a protective order or other appropriate remedy against the same.
f) Notwithstanding the above, Channel Partner will grant ARS the right to use its name in their marketing or promotional material prepared or distributed for purposes of sales, marketing and/or promotion, as a part of our list of channel partners.
7. REPRESENTATION, WARRANTIES & DISCLAIMER
a) Each Party represents that they are duly authorized to and have all necessary corporate or legal consents to enter into this Agreement.
b) ARS warrants that they will (i) use their best endeavors to provide the Services in such a way as to preserve the security and integrity of the data and prevent any corruption or loss of such data; and (ii) comply with all applicable data protection laws including Information Technology Act, 2000, as amended from time to time while rendering Services to the Client.
c) Channel Partner represents and warrants that they will fulfil all their obligations under this Agreement. Any failure by them to undertake or fulfil any of their obligations or representations or warranties under this Agreement shall be considered a material breach by them of this Agreement.
d) DISCLAIMER: THE SERVICES ARE PROVIDED “AS-IS" AND “AS-AVAILABLE”. ARS AND THEIR SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS WHATSOEVER WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER SUCH WARRANTIES AND REPRESENTATIONS ARE EXPRESS OR IMPLIED IN FACT OR STATUTORY OR OTHERWISE, CONTAINED IN OR DERIVED FROM SERVICES PROVIDED HEREUNDER OR ANY OTHER MATERIALS OR COMMUNICATIONS WHETHER ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, TITLE, MERCHANTABILITY, NON- INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. WE FURTHER EXPRESSLY DISCLAIM THAT OUR SERVICES WILL MEET CLIENT’S NEEDS OR THAT THE SERVICES SHALL BE PROVIDED ON AN UNINTERRUPTED BASIS.
e) NO REPRESENTATIONS: CHANNEL PARTNER AGREES THAT, IN ENTERING INTO THIS AGREEMENT, THEY DID NOT RELY ON ANY REPRESENTATIONS (WHETHER WRITTEN OR ORAL) OF ANY KIND OR OF ANY PERSON OTHER THAN THOSE EXPRESSLY SET OUT IN THIS AGREEMENT OR IF THEY DID RELY ON ANY REPRESENTATIONS, (WHETHER WRITTEN OR ORAL), NOT EXPRESSLY SET OUT IN THIS AGREEMENT, THEN THEY SHALL HAVE NO REMEDY IN RESPECT OF SUCH REPRESENTATIONS AND (IN EITHER CASE) NEITHER PARTY SHALL HAVE ANY LIABILITY OTHERWISE THAN IN ACCORDANCE WITH THE EXPRESS TERMS OF THIS AGREEMENT.
f) If Channel Partner do not agree with any of the terms of this Agreement, they are advised not to use iBRIDGE or the Channel Partner Program or otherwise use any of the contents, pages, information or any other material provided on iBridge by ARS. Channel Partner’s sole and exclusive remedy in case of disagreement, in whole or in part, of this Agreement, is to refrain from and discontinue being a part of the Channel Partner Program on iBridge by ARS.
a) Channel Partner shall at all times, indemnify ARS and its affiliates and hold ARS and its affiliates harmless from and against any liabilities, damages, losses, claims, costs and expenses, including reasonable legal fees which may be incurred by ARS and its affiliates arising out of or resulting from any negligent act or omission or unlawful misconduct or breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by Channel Partner pursuant to this Agreement, including any use or mis-use of Services provided under this Agreement.
b) Channel Partner shall be solely and exclusively liable for any breach of any country specific rules and regulations or general code of conduct and ARS cannot be held responsible for the same.
9. LIMITATION ON LIABILITY
a) No Consequential Damages: IN NO EVENT SHALL ARS BE LIABLE TO THE CHANNEL PARTNER, ANY CLIENT OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, ARISING OUT OF THIS AGREEMENT, THE PERFORMANCE OF THE SERVICES BY ARS FOR THE CHANNEL PARTNER AND/OR THE CLIENT OR THE PROVISION OF THE DELIVERABLES BY ARS TO THE CLIENT, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, INFRINGEMENT OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, DAMAGES BASED ON WILLFULNESS, LOSS OF PROFITS, DATA, FILES, OR BUSINESS OPPORTUNITY), AND WHETHER OR NOT ARS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
b) Limitation of Liability: IN NO EVENT SHALL ARS'S AGGREGATE LIABILITY TO THE CHANNEL PARTNER AND/OR ANY CLIENT FOR ALL CLAIMS, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED ANY AMOUNTS PAID BY SUCH CLIENT TO ARS FOR THE SERVICE OR DELIVERABLE TO WHICH A GIVEN CLAIM RELATES PROVIDED PURSUANT TO THIS AGREEMENT. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
a) Non-Compete: During the term of this Agreement, and for a period of one (1) year immediately following its termination, the Channel Partner agrees not to directly or indirectly solicit, enter into a contractual arrangement with, or perform competing Services or provide competing deliverables for any Client of ARS, or assist any third party to do the same.
b) Non-Solicitation: During the term of this Agreement, and for a period of one (1) year immediately following its termination, the Channel Partner agrees not to directly or indirectly solicit or induce any employee or independent contractor of ARS to terminate or breach an employment, contractual or other relationship with ARS.
c) The Channel Partner may not solicit any Client of ARS, or any former Client of ARS for a one (1) year period following termination of the End User Agreement/ Master Services Agreement between such Client and ARS.
11. TERM AND TERMINATION.
a) Term: This Agreement, along with the amendments made in it from time to time, shall commence on the Effective Date, which shall be the date of ARS’s confirmation of your acceptance of Channel Partner Program Agreement and shall continue for as long as you will remain as a part of the Channel Partner Program of ARS.
- This Agreement may be terminated by either Party upon notice to the other Party upon the other party committing a breach of any of the terms and conditions set out in this Agreement provided that where such breach is capable of remedy the other party has been notified in writing of the breach and has not cured it within thirty (30) days of receipt of such notice; and
- Either Party may terminate this Agreement by giving a thirty (30) days written notice to the other Party without assigning any reason.
c) Rights Upon Termination: Upon termination of the Agreement pursuant to Section 11(b), each party shall, at the other party's discretion, either immediately destroy or return to the other party any and all Confidential Information of the other party in its possession or control and a duly authorized officer of such party shall certify to the other party in writing that such return and/or destruction, as the case may be, has occurred. Except when the Agreement is terminated pursuant to Section 11
(b) (i), in the event that at the time of termination notice there is a Master Services Agreement in effect with a Client that was introduced to ARS by the Channel Partner, the ARS will continue to pay the corresponding Fee to the Channel Partner under such Master Services Agreement, until such Master Services Agreement by its own terms terminates.
d) Survival: The rights and obligations contained in Sections 4 (Fees), 6 (Confidential Information), 8 (Indemnity), 9 (Limitation on Liability), 10 (Non-Compete/Non-Solicitation), 11(a) (Term), 11(c) (Rights Upon Termination), 11(d) (Survival), 12 (Non-Exclusive Engagement), 13 (Intellectual Property and Trademarks), 15(f) (Escalation of Disputes, Governing Law and Jurisdiction) shall survive any termination or expiration of this Agreement.
12. NON-EXCLUSIVE ENGAGEMENT.
ARS is engaged in the business of, among other things, providing services, to others, including actual or prospective clients, customers of, and competitors with the Channel Partner. ARS's engagement under this Agreement is non-exclusive; and, subject to ARS's adherence to its obligations regarding the Channel Partner's Confidential Information, neither this Agreement nor ARS's engagement hereunder shall prohibit, restrict or limit ARS in any way from providing services to or otherwise engaging in any relationship with any other person or entity, including any actual or potential clients, customers of and competitors with, the Channel Partner.
13. INTELLECTUAL PROPERTY AND TRADEMARKS
a) Channel Partner acknowledges and agrees that the copyright, trademarks and other intellectual property rights subsisting in ARS’s products, Services and deliverables including iBridge, the data and the manner in which ARS presents any of its data and any and all trademarks, trade names, logos, service marks or other proprietary indicia of ARS are the property of ARS and shall always remain vested in ARS and are provided to the Channel Partner only for the purpose of its limited use under this Agreement.
b) Neither Party grants to the other Party any rights in its intellectual property unless expressly provided for in this Agreement.
c) Channel Partner acknowledges that any actual or potential infringement by them or their associates, directors, employees, vendors, related parties etc. of ARS’s intellectual property rights shall constitute a material breach of this Agreement and Parties agree that such infringement may not be adequately compensated by recovery of monetary damages and accordingly agree that in addition to any other right or remedy that we may have, ARS shall be entitled to an injunctive relief to restrain any actual or anticipated infringement thereof. Channel Partner will indemnify ARS in full against all loss, damage, costs and expense (including loss of business) and reasonable legal costs which may be incurred by reason of any such actual or potential infringement by you of ARS’s intellectual property.
14. INDEPENDENT CONTRACTOR RELATIONSHIP
The relationship between the Parties is that of independent contractors, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. The Channel Partner will not be entitled to any of the benefits which ARS may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Neither party is authorized to make any representation, contract or commitment on behalf of the other party. The Channel Partner is solely responsible for, filing all tax returns and payments required to be filed with, or made to, any, state or local tax authority with respect to the performance of Services and receipt of Fees under this Agreement.
a) Entire Agreement: This Agreement and any documents referred to herein constitutes the entire agreement and understanding between the Parties and shall supersede all previous agreements between the parties relating to the subject matter hereof.
b) Force Majeure: Neither Party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion. Subject to the affected party promptly notifying, the other party in writing of the cause and the likely duration of the cause, the performance of the affected party’s obligations, to the extent affected by the cause, shall be suspended during the period that the cause persists provided that if performance is not resumed within 90 days after that notice the other party may by notice in writing terminate this Agreement.
c) Assignment: Channel Partner shall not assign this Agreement, in whole or in part, without the prior written consent of ARS. Any attempt by Channel Partner to assign or transfer this Agreement without the prior written consent of ARS will be null and void.
d) Severability: If any term or provision of this Agreement is determined to be illegal, unenforceable or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provision or part shall be stricken from this Agreement and such provision or part shall not affect the legality, enforceability or validity of the remainder of this Agreement. Such stricken provisions shall be replaced, to the extent possible, with a legal, enforceable and valid provision that is as similar in tenor to the stricken provision as is legally possible.
e) Waiver: The failure of either Party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waiver by either Party of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.
f) Escalation of Disputes, Governing Law and Jurisdiction:
- Any dispute arising out of or in connection with this Agreement shall be referred by written notice first to the authorized representative of each Party who shall meet and endeavor to resolve the dispute between them within five (5) business days of such notice.
- Failing resolution of the dispute, the matter shall be referred to a senior representative of each Party who shall meet and endeavor to resolve the dispute between them within ten (10) business days of such notice.
- All disputes and differences that may arise between the parties hereto in respect of any of the covenants of this Agreement or any interpretation thereof and that are not resolved amicably shall be resolved by arbitration of a sole arbitrator appointed by ARS, who shall conduct the proceedings in accordance with the Arbitration and Conciliation Act, 1996 as amended in 2015 including any modification/ amendment and re-enactment thereof in force from time to time.
- The place of arbitration shall be New Delhi and the governing laws shall be the laws prevailing in India.
- The Courts at New Delhi shall have exclusive jurisdiction to try any matter arising out of the Agreement.
g) Notices: Any notice, approvals, permissions or other information required or authorized by this Agreement to be given shall be in writing and addressed at email@example.com
h) Headings: The headings and subheadings herein are included for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement, terms and conditions, notices, the right to use or access iBridge by the Channel Partner or the scope or extent of any paragraph, section or page of IBridge or in any way affect such paragraph, section or page or any other provision in any manner whatsoever.
- Modification of Terms of Service: ARS reserves the right to change the terms, conditions, and notices under which ARS offers the access to iBridge, Channel Partner Program and the Services under this Agreement, including but not limited to the charges. You are responsible for regularly reviewing these terms and conditions.