This Agreement contains the complete terms and conditions that apply to an individual's participation in the Grow-Trees Affiliate Program (the "Program"). As used in this Agreement, "we", "us", or "our" means Grow-Trees and "you" means the applicant. Grow-Trees Site means, collectively, the Grow-Trees.com website, the Grow-Trees mobile website and the Grow-Trees mobile applications. "Your Advertisement" means your advertisement on your website, social media or any other mode where you will link to the Grow-Trees Site (and which you will identify in your Program application).
1. Enrollment in the Program:
Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. To begin the enrollment process, you will submit a complete Program Application via the Grow-Trees Site. We may discontinue your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:
- Advertise affiliate links as a cashback offer (i.e. in terms of Money Transfer. You can provide reward points in the form of mobile recharge or any gift vouchers kind of thing to your customers from your side. But you need to mention clearly on your website that the Gift articles are not provided by Grow-Trees.com. And the customer should contact only you for any queries related to those gift articles which you had provided to them, not to Grow-Trees.com).
- Advertise misleading/wrong offers/deals running on Grow-Trees
- Use affiliate links, whether directly or indirectly, on web sites offering any kind of referral program with/without payment of fees and/or sites multi-level marketing arrangements
- Use affiliate links on illegal audio/video download sites
- Promote affiliate link or any third-party links via the use of paid ads on search engine result pages and social media websites by bidding on the trademark of Grow-Trees.com or any variation or misspelling of any trademark of Grow-Trees.com
- Promote pornography and sexually explicit materials
- Promote violence
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- Promote illegal activities
- Include any trademark of Grow-Trees.com, or its affiliates, or any variation or misspelling of any trademark of Grow-Trees.com, or its affiliates, in any parent domain name -- for example, a domain name such as "Grow-Treesauctions.net" would be unsuitable
- Include any trademark of Grow-Trees.com, Inc. or its affiliates in any username, group name, or other identifiers on any social networking website
- Include any colour combination or layout similar or identical to Grow-Trees.com, with the intention to deceive
- Use links or URLs which are not published by the Grow-Trees Site or by Grow-Trees Affiliate Program.
- Add Trees directly to the customer's cart using scripts or any tools.
- Are owned by or is principally maintained/operated by current employees of Grow-Trees.
- Otherwise violate intellectual property rights.
If we determine that you have not complied with any requirement or restriction provided in the Program or any other applicable policies or that you have otherwise violated this Agreement, we may (in addition to any other rights or remedies available to us) withhold any fees payable to you under this Agreement, terminate this Agreement, or both. In addition, you hereby consent to us monitoring, recording, using, and disclosing information about your advertisement and visitors that we obtain in connection with your display of Unique Affiliate Links, and monitoring, crawling, and otherwise investigating your site to verify compliance with this Agreement and Program.
2. Self Orders / Bulk Orders:
Please also note that you may not purchase Trees through the Unique Affiliate links generated by yourself. The reason behind this policy is that the Grow-Trees Affiliate Program is an advertising program rather than a discount program. Our goal is to have our affiliates refer new customers to us in return for fees. Affiliates are not eligible for fees when they place orders themselves. If you are found in violation of these policies, then Grow-Trees has the right to terminate your registration, as well as revoke all payments linked to your account, unless you can show that the purchases were genuine.
We record the traffic sent by you to Grow-Trees Site in our logs and hold the authority to withhold your payments/disable your account in case of Self orders or bulk orders.
3. Order Processing:
We will process Product orders placed by customers who follow Unique Affiliate Links from your advertisement to the Grow-Trees Site. We reserve the right to reject/disapprove orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Trees by using Unique Affiliate Links from your advertisements to the Grow-Trees Site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.
4. Affiliate Fee:
We will pay you the fees on sales of Trees to third parties. For a sale to be eligible to earn a referral fee, the customer must click-through a Unique Affiliate Link on your site to the Grow-Trees Site and during a single session, add the Product to his or her shopping cart. The session begins when the customer clicks through a Unique Affiliate Link on your site or advertisement through any mode to the Grow-Trees Site and ends up on buying Trees in any projects listed on our Site.
We will only pay fees on eligible orders after payment received. To permit accurate tracking, reporting and fee accrual, you must ensure that the Unique Affiliate Links are properly formatted. We will not be liable for paying fees on purchases that are not correctly tracked and reported because the link is not properly formatted. We will not, however, pay fees on any Trees that are added to a customer's Shopping Cart after the customer has reentered the Grow-Trees Site (other than through a Unique Affiliate Link from your site), as determined by us, even if the customer previously followed a link from your site to the Grow-Trees Site. In addition, you may not:
a. directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Unique Affiliate Links on your site to access the Grow-Trees Site (e.g., by implementing any "cashback" program for persons or entities who use Unique Affiliate Links on your site to access the Grow-Trees Site);
b. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;
c. in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Grow-Trees Site;
d. make any orders or subscription requests, or engage in other transactions of any kind on the Grow-Trees Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;
e. take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring;
f. seek to purchase or register any keywords, search terms or other identifiers that include the words "Grow-Trees" or any other trademark of Grow-Trees, or variations or misspellings thereof ("Proprietary Terms") for use in any search engine, portal, sponsored advertising service or other search or referral service.
During each calendar month, for Trees sold during sessions initiated through Unique Affiliate Links on your site, you will earn (subject to the other terms of this Agreement) fees in accordance with the "Fee Structure" described below. Fee Structure: Subject to the other terms of this Agreement, you will earn a percentage of Qualifying Revenues (revenues derived by us from customers as a result of sales of Trees during sessions initiated through Unique Affiliate Links on your site) set forth in the table below that corresponds to the number of such Trees sold during sessions initiated through Unique Affiliate Links on your site.
5. Fee Payment:
We will pay you fees on the Following Basis through the payment mode opted during signing up for the program:
For One Time Plantation - Within 30 working days of sales made
For Monthly Plantation - Within 30 working days of sales made for 1st month and then after the transaction date of the subsequent months + 30 days.
Please note that the fees will be processed as per the payment mode/details mentioned by you in your affiliate account ('My Account' section). In case you change your payment mode/details, the new payment details will be applicable from the next payment cycle.
If you are an Indian resident, your fees payable to you will be subjected to income tax (5% TDS on Commission as per the Income Tax Act). If you are not an Indian resident or have not provided us your PAN (Permanent Account Number), the rate of income tax withholding applicable to you will vary and income tax would be withheld from the fees accrued to you on the basis of documents submitted by you which are required as per the provisions of Income Tax of India. You hereby agree that you will not pursue any claim against Grow-Trees or any of its affiliates, and hereby waive all such claims you may now or in the future have, in respect of any income taxes Grow-Trees deposits with a relevant taxing authority pursuant to this Operating Agreement.
6. GST - Grow-Trees.com's business activities fall under the exemption list under "support services to agriculture and forestry", and the explanation and notification for the same are attached below.
“Per Notification No. 11/2017-Central Tax (Rate) dated 28-06-2017 and corresponding notifications issued by the States of [relevant States], support services to agriculture and forestry attract a Nil rate of Goods and Services Tax (GST). Grow-Trees.com is thereby wholly exempt from GST, and is not required to obtain a GST registration.”
7. Policies and Pricing:
Customers who buy Trees through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for Trees sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Tree projects that you have listed on your site, your site may only show prices when we serve the link in which those prices are displayed. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any project
8. Identifying Yourself as an Affiliate:
You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. You may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause). Any such activity will lead to suspension of your account and/or withholding of payment of any accrued and future commissions as being in violation of this Agreement.
9. Links on Your Site:
We grant you a nonexclusive, revocable right to use the graphic image and text described and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating sales of Trees. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may cancel your agreement at any time by giving you written notice.
10. Responsibility for Your Advertisement:
You will be solely responsible for the development, operation, and maintenance of your site/advertisements on any social media and for the display of Unique Affiliate Links. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site/advertisements on any social media.
11. Compliance with Laws:
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email and all other anti-spam laws.
12. Term of the Agreement:
The term of this Agreement will begin upon our acceptance of your program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.
We may modify any of the terms and conditions contained in this Agreement, without prior notice at any time and in our sole discretion, by posting a change notice or a new agreement on the Grow-Trees Site. Modifications may include, for example, changes in the scope of available fees, referral fee schedules, payment procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on the Grow-Trees site will constitute binding acceptance of the change.
14. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this clause.
15. Limitation of Liability:
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total fees paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Program or any Trees sold through the Program. In addition, we make no representation that the operation of the Grow-Trees Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
17. Independent Investigation:
You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
Any dispute relating in any way to the Program or this Agreement will be addressed solely by Grow-Trees. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.
This Agreement will be governed by the laws of the Indian Republic, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.