Content Monetization tool

Cuelinks Terms & Conditions

Last Updated: September 18th, 2014


Please read the following terms and conditions very carefully as your use of services and products on our website www.cuelinks.com ('our Website') is subject to your acceptance of and compliance with the following terms and conditions.

Before using our services, you must read the Terms of Use given below. If you do not agree to be bound by the terms and conditions, you may not use our services or subscribe to our services. By using our services you agree that you have read, acknowledged and confirmed the terms and conditions contained herein and those that may be included and agree at all times to be bound by them.

The term “Cuelinks” is used through this entire “Terms of Use” document to refer to our Website, its officers, directors, employees, agents or representatives. Unless the context otherwise requires, in relation to any section of this document/agreement, all references to 'we', 'us', and 'our' are to Cuelinks.

INTRODUCTION

Cuelinks is a content monetization tool for blog owners, owners of deal websites, coupon websites or forums or any such website ('Publisher') that helps monetize links shared/published by such Publishers on their websites. Visitors/users on having read the blogs/deals etc. click on the links shared by the Publisher, which directs such users to websites offering such deal, product or service (“Merchant Websites”)shared by the Publisher. In case the user makes a purchase on any such Merchant Websites, the Publisher earns a commission of a certain fixed percentage from [or as per the commercial understanding between the Publisher and] Cuelinks. It is a technology platform to encourage affiliate marketing for benefitting those who write about and share their ideas and experiences about various online merchants by posting and sharing links of such Merchant Websites.

How does Cuelinks work?

Presently, Cuelinks has a network of more than 600 Merchants associated and registered on the Cuelinks platform. “Merchant” for the purpose of this Terms of Use document shall refer to any provider of products and/or services, online and who is a part of the Cuelinks’ network. Cuelinks provides its registered Publishers with an affiliate programme that connects them with such Merchants and helps them earn revenues through their Publication(s). All they have to do is get themselves registered with Cuelinks by following a simple registration process and Cuelinks provides them with a Javascript code ('Code') that converts simple links of Merchant Websites, posted or shared by the Publishers into affiliate links. An affiliate link is a special URL that contains the ID or username of the Publisher which is used by the Merchants to track all traffic that the Publisher directs to the Merchant's Website, as a part of the affiliate program. Our Merchants reward Publishers in the form of commission whose links are converted into actual purchase, by the visitor. The commission so mentioned is only payable in the event of an actual and bona-fide purchase made by a visitor. Cuelinks shall at no time be liable to make any payments in the form of commission by virtue of mere ‘clicks’ by the visitor, on the Merchant link through the Publisher’s website, or visiting, re-visiting the Merchant Website by such visitor. Cuelinks shall also not be liable in the event of failure or interruption of the payment gateway/payment mechanism chosen by the visitor/prospective buyer for any reason whatsoever, or inability to purchase on the Merchant Website. For details of commission and payment procedure kindly refer to the 'Commission and Payments' Section of this Terms of Use document.

How do you use Cuelinks?

On successful registration of the Publisher with Cuelinks, the Publisher would receive the Code from Cuelinks along with a detailed guide for installation and the use of the Code. The Publishers get automatically connected to all the Merchants associated with Cuelinks, without the Publisher having to individually apply to each such Merchant. The Cuelinks account provides the Publishers with a dashboard that facilitates detailed insights into the most clicked Merchant link, individual revenue earnings (EPC, Conversion rate) from each Merchant, details of payouts etc.

For using the service offered by Cuelinks, the Publisher will be required to ensure that the content along with the links posted on their Publication website are not malafide, bogus or unauthentic. For details regarding the Dos’ and Donts’ to be followed by the Publisher, please refer to the Section titled "Responsibility of Publishers" in this Terms of Use document.

SERVICES OFFERED

Cuelinks provides its registered Publishers with a technology platform that directly connects them to Merchants and helps monetizing the content published by them on their Publication websites in a simple, effective and efficient manner. Cuelinks in this respect provides its Publishers with the following services::

  1. Cuelinks account gives the Publishers a detailed insight on a single dashboard panel of all Merchants affiliated with Cuelinks and directly connects them with such Merchants, without the Publishers having you to apply for each Merchant individually.
  2. Publishers shall have an option to be dis-associated with a particular Merchant by sending an email to Cuelinks from their registered email ID;
  3. Cuelinks provides the Publishers with an easy to install Code, which would convert all Merchant links posted by them on their Publication website into affiliate links.
  4. Alternatively, Publishers have the option of using other affiliate links (not related to Cuelinks), in which case the link posted by them will not be converted into Cuelinks Merchant Links (even if the Java code is installed on their computer).
  5. Publishers will not be required to contact multiple Merchants or affiliate networks for confirmation or record of any actual purchase made or commission payout, in case of multiple purchases made by the visitors from the Merchant’s Website. Cuelinks shall manage the Publisher’s account and by keeping an up-to-date record of actual purchases made through the Publisher’s Website. Cuelinks directly sends you a cheque or makes a direct transfer to your account of commission arising on actual basis by virtue of the purchases made on the Merchant Websites.
  6. Merchants frequently modify their websites, which may make the existing affiliate links non-existent or may simply redirect the Publisher to a broken page. Cuelinks manages and maintains up-to-date links for its Publishers.
  7. Instead of installing the Code provided on successful registration, the Publisher can also change its website re-direction script by integrating with the Cuelinks HTTP API available for its Publishers. This will redirect links shared by you via the Cuelinks server and monetization will be taken care of by Cuelinks.
  8. The aforementioned services (“Service”) provided by Cuelinks shall be subject to adherence by the Publisher of the terms and conditions of this Terms of Use document, which may be updated by Cuelinks from time to time. If any material change has been introduced by us, we shall notify the same to you via email. We however, advise you to revisit the link “Terms of Use” on our Website periodically, to stay abreast of any changes that we may introduce. No knowledge of the update shall not be an excuse for not adhering to the updated Terms of Use.

    REGISTRATION

    In order to use our Service you must be a registered Publisher. You may complete the registration process at http://www.cuelinks.com/signup Cuelinks would require the following information from you in order to register you as a Publisher in Cuelinks’ network:

  1. Domain / website name
  2. Full name
  3. Email address
  4. Telephone number
  5. Company name
  6. Country

We understand your concern about your personal information. To know in detail about our practices in relation to securing confidentiality of the information that we collect from you, please read our “Privacy Policy” section on our Website. Cuelinks will evaluate all registration applications for suitability to receive access to the Service in its sole discretion and will inform the Publisher via email, if the registration application has been approved. If yes, Cuelinks will provide the Publisher with the Code to be added to your Publication website in order to enable installation of the Cuelinks Software on your Publication.

THE CODE

Cuelinks, on completion of your registration process, would provide you with a unique Java script code that would enable you to use our Services on your Publication Website once you install it. You would be required to copy and paste this Code into your websites’ template and the Code will automatically convert all normal Merchant links shared by you on your Publication Website into affiliate links as soon as a visitor clicks on them. Alternatively, you can also change your website re-direction script by integrating with the Cuelinks http API available for its Publishers. This will redirect links shared by you via the Cuelinks server and monetization will be taken care of by Cuelinks. Our Code is easy to install and only takes a few minutes. A detailed guide to the installation process would be provided to you once your registration application is reviewed and approved by Cuelinks.

By using our Service you agree to provide Cuelinks an access to your Publication for the purpose of overwriting the links in your Publication content. Such access is only for the purpose of converting simple links shared by you into affiliate links and for the purpose providing you with maximum benefits and returns through our Service. By providing Cuelinks with an access to your Publication website, you hereby expressly permit Cuelinks to convert your simple links into affiliate links. Cuelinks restricts the access provided by its Publishers to merely converting or overwriting the links shared. Cuelinks does not in any manner access other content of your Publication Website in an unauthorized or unlawful manner.

It is expressly stated that such an access is absolutely essential for the purpose of processing/converting simple links posted by you into affiliate links which shall enable us to process payments appropriately, if any due in this respect. In this regard, however kindly note that Cuelinks shall not be responsible for any loss, claim, damage or liability arising with respect to the limited access of the Publisher’s Website gained by it. Any dispute arising in this regard shall be defended by Cuelinks entirely at the Publisher’s risk as to the cost and consequences.

Cuelinks maintains and manages a robust system to provide the Publishers with effective and efficient Services. We continuously improvise on our technology to ensure a smooth and trouble free functioning of our system and Services; however we do not guarantee that our Code or any other content that we may make available on our Website will be free from viruses that may have contaminating or destructive elements. Cuelinks shall not be liable for any harm whatsoever, caused to your computer system or loss of any data resulting from the download or installation of such data/content. It shall be your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) on your computer, laptop, mobile, tablet or any other device connecting you to Cuelinks to satisfy your requirements as to the safety and reliability of the Cuelinks content accessed by you. We advise the Publishers to not forward or share the Code and API key with any other Publisher or any other person. Any loss, harm, damage or liability incurred by the Publisher in this regard would be solely attributed to such Publisher and Cuelinks shall not be liable for any loss, harm, damage or liability. Any dispute arising in this regard between you and any other party, with whom you may have shared your Code and/or API key, shall not obligate Cuelinks’ involvement in any manner whatsoever. Cuelinks shall further not be liable to compensate the Publisher in any manner, in the event the aforementioned occurs.

LICENCE

INTELLECTUAL PROPERTY

Intellectual Property Rights of Cuelinks(“Intellectual Property”) shall mean any and all intellectual property or proprietary rights of Cuelinks, including any and all rights over all its data, information, techniques, methodologies and materials, computer programs, javascript code software, source code of the Cuelinks program, object code, and shall include all rights as applicable relating to any copyright (including rights in audio visual works), trademarks (including logos, slogans, domain names, trade names and service marks), patents (including patent applications and disclosures), designs, proprietary rights and trade secret rights, recognized in any country or jurisdiction in the world.

The Publishers shall not be permitted to, directly or indirectly:

  1. distribute, transfer, sub-license, rent, lend, transmit, sell, re-circulate, assign, lease, re-sell, publish or otherwise make available all or any portion of the Intellectual Property;
  2. copy, translate, convert, decompile, alter, enhance, disassemble, modify, change, or create derivative works or further develop the source code contained in the Cuelinks program or that contained in the Code;
  3. reverse engineer, reverse assemble, reverse compile, or otherwise translate such computer program(s) or the Code;
  4. interfere with the operation of the Service or otherwise attempt to discover the source code contained in the Cuelinks programs or that contained in the Code;
  5. use our programs or the Code (or any of them) for any illegal purpose or in any manner inconsistent with or not permitted by this Agreement.
  6. infringe or attempt to infringe in any manner, all or any portion of the Intellectual Property;
  7. use the Service in any way other than as expressly set forth herein;

All rights, titles and interests in the Intellectual Property along with all the improvements, developments and derivative works thereof, together with all intellectual property rights embodied therein, shall, for all purposes, be deemed to be, at all times, the property of Cuelinks. You will have no rights with respect to the foregoing except for the limited license expressly granted herein.

The Merchants associated with Cuelinks may be protected by intellectual property laws of India or a country outside India. Your attempt to modify, copy, distribute, transmit, resell, redistribute, broadcast, display, perform, reproduce, publish, license, frame, transfer, or otherwise use in whole or in part, any intellectual property belonging to such Merchants, or relating to the products and services offered by them, may subject you to infringement consequences in accordance with the policies of such Merchants which may be enforced by them in India or outside India. Cuelinksis not and shall not be bound by any consequences arising by virtue of the Publisher infringing or attempting to infringe the intellectual property of such Merchants. You hereby agree and undertake to be solely responsible in this regard, in the event of claims or disputes which may arise by Merchants alleging infringement of intellectual property by Cuelinks.

The Publisher hereby indemnifies and keeps indemnified, saved, defended and harmless on full indemnity basis Cuelinks and all persons claiming under Cuelinks (“Indemnified Persons”), from and against all losses and/or damages arising as a result of any notices, proceedings, litigations, claims, penalties, demands, causes of action, judgments, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) that may allegedly arise out of, in whole or in part from:

  1. breach by the Publisher, directly or indirectly, of the obligations and conditions contained in this Clause;
  2. infringing in any manner or attempting to infringe in any manner the intellectual property right of the Merchants associated with Cuelinks;
  3. Merchants alleging infringement by Cuelinks of their intellectual property.

MOBILE APPLICATIONS

For your information we may mention that in order to enhance the overall experience of our customers, Cuelinks is in the process of developing a unique mobile application of Cuelinks for smart phones and other communication devices (“Cuelinks App”). Such application will provide you with convenient access to your Cuelinks account and other Merchant details required by you. The mechanism will allow you to install the java script code on your mobile phones and the Cuelinks App will work in a similar manner as the one accessed by you on your computer/laptop/tablet vis-a-viz. converting merchant links into affiliate links, maintaining account of commission receivable and other payouts, etc.

We are in the process of introducing this application and Cuelinks shall notify you on the same being introduced. In this regard, we request you to be cautious of bogus or fake applications urging free or pre-paid download in the name of Cuelinks or name similar to Cuelinks.

Cuelinks in this regard, disclaims any liability, damage, loss or harm which you may suffer, directly or indirectly by virtue of:

  1. Harm caused to your mobile or any other communication device by download of any contaminated / destructive viral elements or any content accompanied by such download; or
  2. Purchase of product/ services from the mobile application download
  3. Claims made on Cuelinks for refund of charges paid in relation to such paid mobile applications

RESPONSIBILITY OF PUBLISHERS

We understand the liberty of ideas and expressions that one conveys or tries to convey through blogs, websites, etc. However, you understand and acknowledge your moral responsibility vis-a-vis.the content posted by you on your Publication website, bearing in mind your association with Cuelinks and hence with the affiliate Merchants registered with Cuelinks.

You hereby agree to not post, or otherwise make available any content through the links shared:

  1. that is unlawful, harmful, threatening, abusive, harassing, defamatory, libelous, invasive of another's privacy, or is harmful to minors in any way;
  2. that harasses, degrades, intimidates or is hateful towards an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
  3. that includes personal or identifying information about another person without that person's explicit consent;
  4. that is false, deceptive, misleading, deceitful, mis-informative, or constitutes bait and switch;
  5. that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
  6. that constitutes or contains 'junk mail,' 'spam,' 'chain letters,' 'pyramid schemes,' or unsolicited commercial advertisement;
  7. that advertises any illegal service or the sale of any items the sale of which is prohibited or restricted by any applicable law in India or any of its constituent states;
  8. that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  9. that disrupts the normal flow of dialogue with an excessive amount of content (flooding attack) to the Service, or that otherwise negatively affects other users' ability to use the Service; or
  10. that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of content transmitted through the Service.
  11. that which is otherwise prohibited under law or is against the public policy. In addition, you also agree not to:
    1. 1. make or attempt to make unsolicited contact with any of the Merchants’ for any purpose whatsoever without the prior written permission of Cuelinks;
    2. 2. collect personal data about any of the Merchants’ in the Cuelinks’ network or 'stalk' or otherwise harass any such Merchant;
    3. 3. use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Service, unless expressly permitted by Cuelinks;
    4. 4. attempt to gain unauthorized access to Cuelinks's computer systems, servers or engage in any activity that disrupts, diminishes the quality of, or interferes with the performance of, or impairs the functionality of, the Service or our Website;
    5. 5. remove or change any content on the Cuelinks domain or attempt to circumvent security or interfere with the proper working of the Cuelinks domain or any servers on which it is hosted;
    6. 6. misuse the login passwords or misuse any other information or content on the Cuelinks website;
    7. 7. damage, disable, overburden, or impair the Cuelinks website or service or interfere with any other party's use and enjoyment of any Cuelinks website or service.
    8. 8. gain unauthorized access to Cuelinks Website or Service, computer systems or networks connected to any Cuelinks website or Service, through hacking, password mining or any other means.
    9. 9. create links to our Website from any other website, without our prior written consent;
    10. 10. frame or replicate the home page of Cuelinks website containing such content that is unlawful, threatening, abusive, libelous, pornographic, obscene, vulgar, indecent, offensive or which infringes the Intellectual Property Rights of Cuelinks or rights of any third party;
    11. 11. misuse, replicate or copy the source code and the object code contained in the computer program of the Cuelinks website;
    12. 12. otherwise do anything that it is not expressly permitted by the terms of this “Terms of Use” document.

You will be solely responsible for all matters related to the content, operation and maintenance of your Publication website, including, but not limited to:

  1. creating and posting Merchant descriptions and links on your Publication;
  2. credibility and authenticity of the content, views, experiences and ideas expressed viz-a-viz. products and/or services of the Merchants;
  3. the accuracy and appropriateness of all materials posted on your Publication (including, but not limited to, all information regarding Merchants and Merchants' products and/or services)
  4. any purchase made by a visitor through links posted by you or any loss, damage or harm caused due to such purchase made or action taken upon by virtue of the advice or idea posted on the Publication website;
  5. inconvenience caused to your visitors/prospective buyers by reason of any broken links posted on your Publication website.

You also represent and warrant that you shall comply with all rules, regulations and guidelines applicable to your operation and use of our Service, including, without limitation, those regarding the disclosure of a material relationship inherent in the links on your Publication website.

The Publisher hereby indemnifies and keeps indemnified, saved, defended and harmless on full indemnity basis Cuelinks and all persons claiming under Cuelinks (“Indemnified Persons”), from and against all losses and/or damages arising as a result of any notices, proceedings, litigations, claims, penalties, demands, causes of action, judgments, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) that may allegedly arise out of, in whole or in part from, breach by the Publisher, directly or indirectly, of the obligations and conditions contained in this Clause.

Merchants

Cuelinks has a wide network of Merchants who enter into affiliate programs with our registered Publishers. Our Merchants remunerate us a commission basis for managing their affiliate network and generating sales generated through links posted by our registered Publishers. By using our Service you hereby understand and acknowledge that:

  1. Cuelinks uses its sole discretion in determining which Merchants that will be affiliated with it;
  2. Cuelinks uses its sole discretion in determining the number of Merchants that will be affiliated with it;
  3. Cuelinks may access your Publication website and content to re-write links on the website from one Merchant to another in order to obtain the best value for you;
  4. Merchants determine the basis of their commission structures payable to Cuelinks and Cuelinks accordingly determines the component payable to its Publishers. The Merchants may change, modify or renew their commission structures. The commission payable to you in this regard by Cuelinks or the commission structure initially agreed upon may also undergo change or modification, at the sole discretion of Cuelinks. Such change will be notified to you by email. For details regarding the commission and payment structure, please refer to Section “Commission and Payments” of this Terms of Use document.
  5. Merchants may terminate their involvement in the Service (generally or solely with respect to a specific Publisher) at any time. Cuelinks will have no control over or any liability in connection with any Merchant's decision to do so.
  6. Merchants may at any time send Cuelinks a notice requesting that their links or references be removed or deactivated with a particular Publisher. Such dis-association by the Merchant shall be communicated to you. You will be unable to monetize such Merchant’s links posted on your Publication website and Cuelinks will not be liable to pay you any commission by virtue of any purchase made by a visitor with such Merchant.
  7. A Merchant may with or without any prior intimation to Cuelinks, opt out of Cuelinks’ affiliate network or may altogether cease to carry on its operations. Such dis-association by the Merchant shall be communicated to its Publishers, if the same has been duly intimated to Cuelinks. Cuelinks shall in no event be liable for loss of profits, loss of business, depletion of goodwill, loss of anticipated saving, notional loss of profits or similar losses by reason of failure by Cuelinks to intimate its Publishers of such dis-association. The commission and pay-outs in such an event shall be dealt with in the following manner;
  8. Notwithstanding referrals converted into actual sales through the Publisher’s website, nothing contained herein would render Cuelinks liable to pay any commission to its Publishers, if such commission has not been duly paid by the Merchant to Cuelinks or if Cuelinks has reason to believe that such outstanding commission is no longer recoverable from the Merchant(s). Cuelinks shall also not be liable for any loss, harm, liability or damage suffered by the Publisher, directly or indirectly, in this regard.
  9. By using our Service you understand and acknowledge that the commission structures of each of our Merchants vary and are subject to different payment policies. Modifications (if any) which may be introduced in your commission structure could arise out of a subsequent change in a Merchants’ payment policy which is at their sole discretion Nothing contained herein would obligate Cuelinks’ involvement in any dispute arising in this regard, in any manner whatsoever.

    COMMISSION AND PAYMENTS

    At Cuelinks we follow a simple and a transparent payment mechanism. We collect and aggregate all commissions due to you, from one or various Merchants. We pay you 75 percent of the commission we receive, from Merchants, on account of referrals converted into actual purchases from your Publication. You can always see your payouts under ‘Merchants’ tab in your dashboard panel of your Cuelinks account.

    Cuelinks manages your affiliate links and takes care of your payouts with each such Merchant. We follow the Net60 payment cycle. Cuelinks would collect and aggregate all your commissions, due from our Merchants, and pay you your share at the end of 60 days (two months). We have the following options available for making payments:

  1. Direct bank transfer

Only once you reach a minimum of Rs. 500 as aggregate commission (payable to you by referrals of one or more Merchants taken together), you would be entitled to receive commission from Cuelinks in a given payment cycle. As you reach the threshold limit, you would be contacted by us via e-mail or telephone for necessary details. Nothing contain herein must be construed to mean that commission would be payable merely by obtaining registration with Cuelinks. Cuelinks will not be liable to pay any commission until a bona-fide purchase is made by a prospective user/buyer after having reviewed and used the link posted and shared by you on your Publication. Further, no payment may be made until a threshold limit of Rs. 500 commission per month is reached. The decision as regards a transaction being bonafide shall be that of the Merchant and shall be final and binding upon the Publisher.

If visitors/customers have configured their browser such that it cannot accept cookies or run Javascript, or the required technology is unable to execute in the usual manner, Cuelinks will be unable to treat such visitors/customer as having been referred by the Publisher and the Publisher will not receive Commission for any such blocked referrals.

You understand and acknowledge that Cuelinks shall be liable to pay you commission only in respect of (i) a bonafide purchase by a user through your Publication website through Cuelinks and only Cuelinks java script code which converts Merchant links into affiliate links, and (ii) commission received by Cuelinks in that regard, from the Merchants.

It is hereby clarified that purchases made by users through other affiliate links used by the Publishers will not entitle the Publisher to any commission or payment from Cuelinks or any Merchant of Cuelinks in respect of that purchase/transaction.

It is also clarified that commissions and payouts are strictly determined on the basis of transactions as they are recorded by the Merchants, on the basis of which commission is paid to Cuelinks. Although Cuelinks maintains a record of referrals converted into actual purchases through your Publication website, Cuelinks can neither question nor modify the commission structure so derived at by the Merchant(s) for its commission payouts.

Nothing contained herein would obligate Cuelinks’ involvement in any dispute arising in this regard, in any manner whatsoever. Also, nothing contained herein would render Cuelinks liable to pay any commission to its Publishers, if such commission has not been duly paid by the Merchant to Cuelinks or if Cuelinks has reason to believe that such outstanding commission is no longer recoverable from the Merchant(s). Cuelinks shall also not be liable for any loss, harm, liability or damage suffered by the Publisher, directly or indirectly, in this regard.

CHARGEBACKS

If a Merchant in the event of a sale, through your Publication, has any reason to believe that the sale so made is fraudulent, bogus or mala-fide, he may cancel or reverse, as the case may be, the commission payable to Cuelinks, in relation to the sale in question. Also, it may so happen that the customer may be refunded his purchase money, in accordance with the Merchant’s website policy due to one or more reasons such as dis-satisfaction of the product/service received or faulty/wrong order delivered, or any other reason whatsoever. In such a case also, the commission accruing to Cuelinks’ account by the Merchant may be cancelled or reversed. The cancellation or reversal of the commission payable to Cuelinks is referred to as “Chargebacks”.

Chargebacks are generally communicated to Cuelinks by its Merchants, on or before the 60th day on which the purchase was acknowledged by the Merchant. On such an event occurring, the Publisher will be immediately notified of such cancellation or reversal of the commission due and payable to the Publisher. However, sometimes Chargebacks may or may not be communicated by the Merchant to Cuelinks. You understand and acknowledge that in such cases, Cuelinks will not be able to inform you of the Chargebacks issued by the Merchants. Cuelinks shall however intimate you of non-receipt of commission due from the Merchant, as and when amount is due and not received by Cuelinks. Cuelinks shall not in such a case be liable to reimburse or refund on the Merchant’s behalf, any sum which may be due to you as commission.

Additionally, in the event of a Chargeback being wrongly issued on you, you may communicate the same to us via e-mail for redressal.

In the event of delay in intimation to the Publisher by Cuelinks or non-receipt of intimation released by Cuelinks due to high internet traffic, transmission problems, telecommunication system failures or errors or any other Force Majeure event, Cuelinks will not be liable to pay the Publishers any damage, loss, liability or expense which may have been incurred, suffered or borne by the Publisher in that regard, or any compensation for loss of profits, loss of business or notional loss of profits.

COMMUNICATION OF CHARGEBACKS AFTER THE COMMISSION HAS BEEN PAID BY CUELINKS

In some cases, chargebacks are communicated by the Merchants after the transaction has been confirmed as ‘validated’ and the commission for such transactions is paid by Cuelinks. Cuelinks will immediately notify the Publisher of such chargebacks or cancellation of transactions. Such excess cashback paid by Cuelinks to the Publisher is required to be repaid by the Publisher to Cuelinks within 15 working days from the date when the Publisher is notified of such chargeback. In case, the Publisher defaults in making the payment of excess commission or refuses to repay the commission within the aforementioned time frame, Cuelinks reserves all the rights to recover the commission from the amount pending to be paid by Cuelinks to the Publisher or by taking legal action or any other legal remedy against the publisher, as Cuelinks may deem fit.

SYSTEM ERRORS

As a result of high internet traffic, transmission problems, system capacity limitations, and other problems, you may, at times, experience difficulty accessing the Cuelinks website or communicating with Cuelinks through the internet or other electronic or wireless device. Any computer system or other electronic/mobile device used to access the Cuelinks Website can experience unanticipated outages or slowdowns, or have capacity limitations. Your uninterrupted and satisfactory use of our website shall to a great extent depend on your internet service provider, uninterrupted internet connection on the computer /laptop or data network/ Wi-Fi connection. Cuelinks does not guarantee continuous, uninterrupted or secure access to its website. We therefore advise you to check and have in place the requisite internet and wireless connections to ensure uninterrupted use and access to your Cuelinks account on our Website

Cuelinks shall not in any manner be liable for any loss or damage caused to the Publisher as a result of Website slowdown, unexpected crashes, bugs or any other technical or system errors.

INDEMNITY

The Publisher hereby indemnifies and keeps indemnified, saved, defended and harmless on full indemnity basis Cuelinks and all persons claiming under Cuelinks (“Indemnified Persons”), from and against all losses and/or damages arising as a result of any notices, proceedings, litigations, claims, penalties, demands, causes of action, judgments, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) that may allegedly arise out of, in whole or in part from:

  1. failure by the Publisher to install the Javascript Code provided to the Publisher on registration, for any reason whatsoever;
  2. access of the Publisher’s Website gained by Cuelinks to overwrite links shared by the Publisher
  3. harm of any nature whatsoever, caused to the Publisher’s computer system or loss of any data or system slow-down experience by the Publisher, by virtue of downloading or installing the Code or any other content available on our Website;
  4. sharing or disclosing its login details or API key with any other person;
  5. sharing or disclosing details of the unique Java script code which converts Merchant links into affiliate links;
  6. loss or damage caused to the Publisher as a result of Website slowdown, unexpected crashes, slowdowns or any similar technical or system errors.
  7. purchases made the user through affiliate links other than Cuelinks used by the Publisher;
  8. breach by the Publisher, directly or indirectly, of the obligations and conditions contained in the Section “Intellectual Property” and “Responsibility of Publishers” of this Terms of Use document;
  9. non-payment of commission by Cuelinks by reason of a purchase being malafide or failure by the Merchant to render Cuelinks, such commission, or both;
  10. compensation demanded by the Publisher for chargebacks issued by the Merchants;
  11. delay or failure by Cuelinks to intimate chargebacks to its Publishers, due to high internet traffic, transmission problems, telecommunication system failures or errors or any other force majeure event;
  12. any third party claims arising out of Publisher’s use of our Service in any other manner than in accordance with the terms and conditions of this Agreement;
  13. breach by the Publisher of any of its obligations under the terms and conditions of this Agreement.

FORCE MAJEURE

Cuelinks shall not be liable for any loss or liability resulting, directly or indirectly, from delays or interruptions due to electronic or mechanical equipment failures, telephone interconnect problems, defects, weather, strikes, walkouts, fire, acts of God, riots, armed conflicts, acts of war, or other like causes. Cuelinks shall have no responsibility to provide you access to our Website whilst such unforeseen delays or interruptions continue.

TERM AND TERMINATION

This Agreement will commence upon the Publisher’s Cuelinks application being duly approved by Cuelinks and will continue until terminated by either by the Publisher or Cuelinks, upon a prior notice of at least 7(seven) working days to the other party. In the event of termination of this Agreement, for any reason other than breach by the Publisher of the terms and conditions of this Agreement, Cuelinks will pay the outstanding commission due and payable to you in respect of referrals converted into actual purchases through your Publication website. Notwithstanding your termination, such payment will be made to you in terms of the Net60 payment cycle, viz. at the end of 2 months from payment of commission previously paid to the Publisher by Cuelinks. The amount of commission paid to the Publisher shall be at the sole discretion of Cuelinks after having given due regard to the referrals converted into actual purchases and commission received by Cuelinks from the Merchants in that regard.

Upon termination of this Agreement for any reason, you shall immediately cease use of our Service and promptly remove and destroy form your Publication website all instances of our Service and/or any other information related to our Intellectual Property in your profession.

GOVERNING LAWS

The terms of this “Terms of Use” document are exclusively based on and subject to the laws of India. You hereby consent to the exclusive jurisdiction and venue of courts in Mumbai, India in all disputes arising out of or relating to the use of this Website.