This Merchant Service Agreement (the "Agreement") is made by and between UpSalo.com, Inc., brand owned by Bad Angel Entertainment Pvt. Ltd. ("UpSalo.com", "UpSalo", "UpSalo.com", "UpSalo", "We"), and you, as a Merchant user of the UpSalo.com service ("You", "Your", "Merchant").
To be an authorized Merchant of UpSalo.com, Inc., you agree to abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully before registering and using the UpSalo.com service as a Merchant. By signing up for UpSalo.com, you indicate your acceptance of this Agreement and its terms and conditions. If you do not accept this Agreement, do not use the UpSalo.com Service as a Merchant.
If present, a "MERCHANT AGREEMENT ADDENDUM" will be honored by UpSalo.com to set specific terms for the Merchant.
UpSalo.com respects the privacy of its users and promises not to disclose personal or business information to third parties without the express permission of you and your company. We will not sell your name, e-mail address, phone number, or any other personal information to anyone else. We consider this information to be private, and it will remain as such. If You have any questions about your privacy rights, contact us at email@example.com
The Merchant Service Agreement is summarized as follows:
All pricing information can be found at https://upsalo.com or as stated in the Addendum to this agreement.
"Performance Marketing", also known as pay for performance advertising, is a form of advertising in which the purchaser pays only when there are measurable results.
"Affiliate" means a site that is rewarded for a legitimate sale, lead, click, or other measurable action by a visitor, and uses the UpSalo.com service to facilitate applications, tracking, reporting, and receipt of commission payment.
"Merchant" means a website that pays a reward for a legitimate sale, lead, click, or other measurable action by a visitor, and uses the UpSalo.com service to facilitate sign-ups, tracking, reporting, and issuance of commission payment.
"Visitor" means any person, or user that clicks on a link to a your website placed on an Affiliate's Web site.
"Sale commission" means the payout you agrees to pay for visitors referred to your website that results in a sale of a product or service. The sale could occur at the time of the visit or at a later time.
"Payout" means the amount sale commission, lead commission, or click commission established and agreed upon by UpSalo.com and you. The payout may be expressed as a set amount or as a percent of sales.
"Commission" means the amount sale commission, lead commission, or click commission established and agreed upon by UpSalo.com and you. The Commission may be expressed as a set amount or as a percent of sales.
"Qualifying Revenues" are revenues derived by the Merchant from authorized sales, excluding costs for shipping, handling, gift-wrapping, taxes, gift certificates, service charges, credit card processing fees, charge backs, returns and bad debt.
"Link" means a hyperlink placed on an Affiliate's site that, when clicked on, serves Your web site to the visitor's browser. The Link may be in the form of text, a product image, a button, a banner or any other format acceptable to you, and defined only through your program on UpSalo.com.
"Click" occurs when an internet user clicks through a Link that an Affiliate has placed for a Merchant.
"Measureable Action" occurs when an internet users completes either a purchase, lead form, or other action which the Merchant has defined. When a measurable action can be matched, by UpSalo.com to a previous "Click", a "Commission" occurs and is tracked by UpSalo.com
"VOID" means a reversal of a payout previously earned for a sale, lead, or click that is later rescinded or corrected by you. You may VOID transactions that are fraudulent, or in the case of returned merchandise, duplicate transactions, or other valid reasons.
"Your Account" means a separate, specific account within the service that is debited based on your commissions and commissions paid to UpSalo.com
"Account Balance" indicates the current monetary value of monies deposited into your account at UpSalo.com. These monies are used to pay Affiliates for commissions generated as well as UpSalo fees.
"Tracking Code" means a small piece of code given to the Merchant by UpSalo.com which is used by UpSalo.com to provide the Service.
"Tracking Pixel" means a small piece of code given to the Merchant by UpSalo.com which is used by UpSalo.com to provide the Service.
"Tracking Gap" is a setting in your account, set by the Merchant, which dictates the maximum time that can elapse between a click and a measurable action.
UpSalo.com, as an Affiliate Network Provider, has developed, operates and provides a service which allows websites to run and/or participate in Performance Marketing programs (the "Service"). You wish to become a Merchant of UpSalo.com and utilize the service as a Merchant. As a Merchant, Affiliates will be establishing relationships with you. All relationships established between you, the Merchant, and Affiliates under this Agreement through UpSalo's network will be conducted and managed through the Service.
This in no way shall limit the Merchant from establishing relationships with Affiliates through other Affiliate Network Providers or engaging in other business development relationships.
As a Merchant of UpSalo, you may not dictate where Affiliates place their banners. If you are unhappy with an Affiliate, or feel that they are not suited for your site, you may remove the Affiliate from your Service at any time.
Should the necessary Tracking Code be found missing or removed from the Merchant site, UpSalo.com will notify the Merchant via email and telephone in order to rectify the situation. Merchant will be given 14 days to correct the problem and will notify UpSalo.com when the corrections have been made. After 14 days, UpSalo.com will have the right to terminate this agreement and in such event the Merchant would forfeit the remaining Balance in their Account.
At all times, Merchant must maintain a positive balance on their UpSalo.com account – which is used to pay Affiliates for commissions generated. If Merchant's account balance falls below $0, all links will cease to function until such time that the Merchant is able to make a deposit into the account.
The Merchant shall establish and define a set commission that Affiliates will earn for authorized transactions received via their Links.
Affiliates shall earn a commission on authorized transactions when a sale is placed by a customer who follows a link from the Affiliate's site to the Merchant's site. The Merchant will only pay commission on qualifying sales subject to resolution of all outstanding voids.
All payments to Affiliates, including bonuses or rewards, shall be processed through UpSalo.com. The transaction will be locked when the "Refund Period" is over. You cannot void the locked transaction. The funds will be available to withdraw for affiliates for all locked transactions.
A "Void" is executed by the Merchant as a means to reverse the commission given to a particular affiliate on qualifying Sales. Voids may be the result of (i) canceled sales; (ii) product returns; (iii) duplicate or repeat errors; (iv) non-bona fide Transactions; (v) nonreceipt of payment from Customer; (vi) Refund of payment to Customer; (vii) Failure by an Affiliate to comply with the Terms of Agreement set forth by UpSalo.com, and the Merchant.
Merchant will decide and indicate to UpSalo.com, how long they require sales to remain in a pending status prior to being credited to an Affiliate. This number will be referred to as the "Refund Period".
From that date, the sale will remain in a status allowing the Merchant to Void the commission during the "Refund Period". After the refund period, the commission will be paid to the Affiliate and the Merchant will no longer be ableto reverse the sale.
The Merchant agrees to keep in their UpSalo account a balance of monies equal to the current value of any pending transactions posted to their account.
UpSalo.com will provide support for the Service as indicated on the UpSalo.com website and in accordance with the terms and conditions set forth in this Agreement that supersede any other Agreement.
UpSalo.com shall send timely e-mails to inform you of applicable changes or additions to the Service or any UpSalo.com related products and services.
UpSalo.com reserves the right to change, modify, add or remove portions of this agreement at any time and may add to, change, suspend or discontinue any aspect of the service at any time. In the event of any material change, UpSalo.com will notify You via e-mail, newsletter or the UpSalo.com website at least 7 days prior to any such changes taking effect, at which time you may either agree to such changes or withdraw from the service. If you choose to withdraw, we will refund all monies contained in your account within a period equal to your "Tracking Gap" plus 10 additional days to account for processing and delivery.
To sign up as a Merchant of UpSalo.com and to use the Service as a Merchant you must be at least 18 (eighteen) years of age, and supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or entities.
The following types of sites are not allowed to participate in UpSalo.com: Adult sites, sites that display adult banners, sites that promote violence, bigotry, or hatred, sites that promote illegal activities, including but not limited to cracking or hacking sites.
As part of the registration process, you will select a email and password combination that you use to access your Merchant area within the service. You shall provide UpSalo.com with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to your true identity. You agree that UpSalo.com may rely on any data, notice, instruction or request furnished to UpSalo.com by you which is reasonably believed by UpSalo.com to be genuine and to have been sent or presented by a person reasonably believed by UpSalo.com to be authorized to act on Your behalf. You shall notify UpSalo.com by e-mail at firstname.lastname@example.org of any known or suspected unauthorized uses of your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your email and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by UpSalo.com and referral to the appropriate law enforcement agencies.
You represent to UpSalo.com that all content You provide to the Service, to the best of your knowledge, but without special investigation of any kind, is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights), and is not defamatory, libelous, unlawful or otherwise objectionable under the laws of India. You shall not knowingly or intentionally provide, promote, distribute, place or otherwise publish as a Merchant of the Service any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As UpSalo.com may not review all information provided by You, You shall remain solely responsible for Your content and Web site.
Through the Contact and Newsletter features of the UpSalo.com interface, Merchant agrees to limit contact to discussions directly related to the Merchant's affiliate program running through UpSalo.com only. Merchant agrees not to promote other offers not directly related to the Merchant's affiliate program running through UpSalo.com. If a violation of this is discovered, the Merchant will be given email and telephone notice and given the opportunity to correct the violation within 72 hours to the satisfaction of UpSalo.com prior to any termination. Merchant must ensure emails they send are in compliance with CANSpam and other federal laws.
The Service, its operation, its use and the results of such use shall be performed in A professional and workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EACH OF UpSalo.com AND MERCHANT DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, UpSalo.com SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY. UpSalo.com will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Merchant understands and acknowledges that it is normal to have a certain amount of system downtime, up to net 10% of a given calendar month, provided, if Merchant reasonably determines that such downtime greater than net 10% of a given calendar month is adversely or materially impacting Merchant's ability to derive benefit from the Service, it shall notify UpSalo.com, and UpSalo shall give Merchant a refund equal to 25% of all monies paid by Merchant for UpSalo.com transaction fees, excluding those paid to cover earned Commissions by Affiliates, during the preceding one month period. Merchant further agrees not to hold UpSalo.com liable for any of the consequences of such interruptions.
MERCHANT SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. MERCHANT SHALL HAVE NO LIABILITY WITH RESPECT TO MERCHANT OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF MERCHANT HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF MERCHANT HEREUNDER SHALL BE LIMITED TO THE FEES PAID BY MERCHANT TO UpSalo.com UNDER THIS AGREEMENT.
EXCLUDING LIABILITY ARISING FROM OR RELATING TO UPSALO'S OBLIGATION TO KEEP MERCHANT INFORMATION CONFIDENTIAL UNDER THE SECTION ENTITLED "NONDISCLOSURE" BELOW AND ANY BREACH BY UpSalo.com OF THE SECTION ENTITLED "OWNERSHIP AND LICENSES", NEITHER MERCHANT, ON THE ONE HAND, NOR UPSALO.COM OR ITS SUPPLIERS OR RESELLERS OR OTHER MERCHANTS, ON THE OTHER HAND, SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE UpSalo.com SERVICE OR ANY INFORMATION PROVIDED ON THE UpSalo.com WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF UpSalo HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY. IN SUCH JURISDICTIONS, A PARTY'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.
You agree that UpSalo.com, although the provider of the Service, has no responsibility or liability as a result of placement of authorized Links to Your Web site, from the Affiliates.
UpSalo.com agrees to indemnify, defend, and hold harmless Merchant and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees, expert witness fees and costs) directly or indirectly arising from or relating to UpSalo.com's acts or omissions in performance of the Services or its breach of this Agreement.
UpSalo.com acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of Your company. UpSalo.com agrees not to disclose or disseminate the Confidential Information without Your prior express written consent in each instance. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of UpSalo.com, that becomes available to UpSalo.com from third parties without knowledge by UpSalo.com of any breach or violation of fiduciary duty, or that UpSalo.com had in its possession prior to the date of this Agreement. UpSalo.com does not and shall not collect information about a Merchant's customer transactions, other than what is passed to us through the installed tracking code and displayed on Your own transaction reports. Any information we receive is used solely for tracking and Commission payment purposes. UpSalo.com reserves the right to be able to utilize this data in aggregate to anonymously analyze Service trends, monitor Service efficiencies, and perform such other analysis as UpSalo.com deems appropriate.
UpSalo.com represents and warrants that it owns certain images, technology, content, trademarks, banners and other intellectual property that it shall provide to you, under this Agreement You, the Merchant, are granted a non-exclusive, limited, revocable right to use trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of UpSalo.com, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain UpSalo.com's sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.
You, the Merchant, hereby grant UpSalo.com a non-exclusive, limited, revocable right to sublicense the use of Merchant provided trademarks and banners to Affiliates. All images, technology and content provided for UpSalo.com and Affiliate use is and shall remain the sole property of the Merchant and no part thereof shall be deemed assigned or licensed to Affiliate or to UpSalo.com except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Merchant's sole property, including rights in and to any derivatives thereof. UpSalo.com and Affiliates may not modify the trademarks, banners, the content or any of the images provided by Merchant in any way. Merchant may immediately terminate an Affiliate license to use the marks if Merchant reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. UpSalo.com acknowledges the Merchant's ownership and exclusive right to use the marks and aggress that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant.
Should the Merchant wish to terminate an Affiliate license, due to any of the conditions listed above, UpSalo.com will provide the contact information that UpSalo.com has on file for that Affiliate. The Merchant acknowledges that UpSalo.com has no further obligation or requirement to assist in recovering any damages from the Affiliate should they occur from unauthorized or non-licensed use of the marks.
UpSalo.com makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a non-UpSalo.com Web site does not mean that UpSalo.com endorses or accepts any responsibility for the content or the use of such Web site.
Merchant or UpSalo.com may assign this Agreement to any successor or affiliate upon notice to the other party, provided, in the case of UpSalo.com, the assignee continues to fulfill its obligations and provide the Service hereunder.
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party
This Agreement shall be governed by the Indian law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the New Delhi, India and all parties consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.
This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.
AAG-20, Shipra Krishna Azure,
Kaushambi, Ghaziabad, Uttar Pradesh, India
PIN - 201010
info [at] upsalo [dot] com