Affiliate Terms & Conditions 

1. Definitions:

“Client(s)” means any prospective or potential client(s) and/or customer(s)/businesses interested in liveness checks and face matching service, referred or introduced to the Company from time to time by the Affiliator. Client(s) does not include existing customers or clients of the Company. 

“Compensation” shall have the same meaning as explained in clause 3 of the Agreement. Such fee is paid by the Company to the Affiliator in respect of the business transacted with a Client as a direct consequence of an affiliation by the Affiliator. 

“Confidential Information” includes (i) information which is not generally known to the general public and concerns or relates to the Trade Secret(s) (defined hereunder), processes, operations, style or way of works, or apparatus, or to the production, sales, purchases, transfers, identification of customers, inventories, or amount or source of any income, profits, losses, or expenditures of any Party, person, firm, partnership, corporation, or other organization, or any other information of commercial value, the disclosure of which is likely to have the effect of causing substantial harm to the competitive position of the Party, person, firm, partnership, corporation, or other organization from which the information was obtained, and (ii) information regarding the existence, content, or status of the business relationship described herein or information of any business relationship developed in consequence of this Agreement. Such Confidential Information shall not include information which at the time of disclosure (i) was published, known publicly, or was otherwise in the public domain, (ii) becomes part of the public domain through no fault of the Party receiving the Confidential Information, or (iii) was agreed to be disclosed in accordance with clause 9 hereunder.

“Affiliation Services” means contacting, introducing, getting on board etc. any prospective or potential Clients to the Company. Affiliation Services shall also include the potential Clients specifically requested by the Company which are accessible by the Affiliator during the Term (defined hereunder). 

“Term” means any time period mutually decided between the Client and the Company commencing on the Effective Date. 

“Trade Secret(s)” means information which (i) provides an economic or competitive advantage to its proprietor because it is not generally known or available to public or such other person who can gain benefit of economic nature from disclosure or use of the same, (ii) has commercial value or benefit to the respective Party because the information is secretive in nature, (iii) is lawfully in control or possession of a person and has been subject to reasonable steps in order to keep such information secret, and (iv) includes, without limitation, information related to the Clients referred under this Agreement as well as any pricing or commercial arrangements with the Clients. 

2. Scope of Affiliated Services:

The scope of affiliation Services shall include, or be subject to, the following: 

1. The Affiliator shall carry out a satisfactory due diligence on his own part prior to introducing Clients to the Company. 
2. The Affiliator shall not undertake any negotiations or make any binding representations in relation to the pricing and/or any contractual or commercial terms on behalf of the Company and shall not object to any decisions made by the Company in reference to the same. 
3. The Affiliator shall not object to any of the decisions made by the Company regarding the terms and/or conditions of a particular relationship entered into with the referred Client.
4. The Affiliator shall fully devote such time, attention and skill as may be reasonable and necessary for the proper performance of the affiliated Services and this Agreement. 
5. The Affiliator shall always act in good faith and promote the interests of the Company in performance of its duties and obligations under this Agreement. 
6. The Affiliator shall always use its professional judgment and expertise as to the appropriateness of a particular Client’s introduction/affiliation. 
7. The Company may issue directions, material, information, and/or marketing strategies relating to the Business to assist the Affiliator in provision of the affiliated Services. 
8. It shall be the Company’s sole discretion whether to enter or not into an agreement/arrangement with a potential Client.
9. The Company shall solely be entitled, at all times, to decline, establish, or to continue a business relationship with a Client. x. The Company shall negotiate independently with the Client with respect to the terms and/or conditions of the potential relationship. 

3. Compensation:

The Affiliator shall be entitled to a Compensation as per the terms below: 

1. The Compensation under this Agreement shall be based on a successful contract between the Company and the Client. 
2. The Compensation shall be as follow: 

1. The said Compensation shall be paid to the Affiliator within thirty (30) days of receipt of payment from the Client. 
2. All taxes applicable to the Compensation shall be the sole responsibility of the Affiliator, and the Company shall not in any way be held liable to pay the same on the Affiliator’s behalf . 
3. Any or all expenses incurred by the Affiliator in the course of the performance of its obligations under this Agreement shall not be reimbursed by the Company unless such expenses have been previously approved in writing by the Company. 

4. Term and Termination:

4.1. Unless terminated earlier, the Agreement shall be effective for a period of as decided mutually between both the parties,  commencing on the Effective Date here-above (the “Term”). 

4.2. The Agreement shall automatically renew on the last day of the Term on the same terms and conditions as of this Agreement unless amended by a mutual agreement executed in writing by the Parties. 

4.3. The Agreement may be terminated by either Party upon serving to the other Party not less than thirty (30) days prior written notice. 

4.4.The clauses mentioned below shall survive termination of this Agreement:

1.  clause 5 (Representations and Warranties); 
2. clause 6 (Indemnification); 
3. clause 7 (Limitation of Liability); 
4. clause 9 (Confidentiality); 
5. clause 10 (Miscellaneous); and 
6. clause 11 (Governing Law and Dispute Resolution).

5. Representations and Warranties:

5.1 Each Party represents and warrants that (i) it has the right to enter into this Agreement and perform its obligations herein, (ii) it is not a party to any agreement, contract, understanding etc. that may possibly prevent, limit or hinder its performance herein, (iii) during the Term, it shall not enter into any contract, agreement, understanding etc. which is in conflict or which would interfere with the full and complete performance of any of the duties herein, and (iv) it is not a party to any pending claims or litigation which might affect its performance herein. 

5.2 The Affiliator represents and warrants that (i) in receiving the Compensation, it is not in violation of any applicable law, rule or regulation it is subject to, and (ii) it is aware of the corrupt practices’ laws, money laundering laws, and the regulations and provisions applicable to it, and undertakes to comply with them. 

5.3 Except as specifically set forth in this Agreement, and to the extent permitted by applicable law, each Party disclaims all warranties and representations, whether express, implied, or statutory, with respect to the affiliated Services provided to the other Party and any other obligations undertaken by it herein including, without limitation, the implied warranties of merchantability, fitness for a  particular purpose (even if Affiliator has been informed of such purpose), or warranties arising from a course of dealing, usage or trade practice. Further, the Company does not make any warranty that the quality of the affiliated Services purchased or obtained by a Client after an affiliation will necessarily meet the Client’s Expectations.

6. Indemnification:

Each Party shall indemnify, defend and hold harmless the other Party, its affiliates and each of its directors, officers, employees, and agents from and against all claims, suits and proceedings and any and all related liabilities, losses, expenses, damages and costs including, without limitation,reasonable attorney fees incurred by it in connection with this Agreement.

7. Limitation of Liability:

Neither Party hereto shall be liable to the other Party for indirect, incidental, consequential, special or exemplary damages or losses (even if such Party has been advised of the possibility of such damages) such as, but not limited to, loss of revenue, loss of opportunity, anticipated profits, or loss of business.

8. Exclusivity:

The Affiliator understands and consent that, by entering into this Agreement, the Company has not accorded to the Affiliator the exclusive rights to refer, introduce, recommend Clients to the Company and the Company may enter into similar affiliate agreements for the same subject with other individuals/companies/partnerships.

9. Confidentiality:

9.1. Either Party’s affiliates, officers, directors, trustees, employees, advisers, agents and other personnel, shall exercise the same care and discretion to prevent disclosure of Confidential Information of the other Party as it uses with similar Confidential Information of its own, but in no event with less than a reasonable degree of care. Either Party may use Confidential Information of the other Party in order to carry out its obligations herein (provided such persons are first informed of the confidential nature of such information). If either Party must disclose any Confidential Information of the other Party as required by law, then that Party may make such disclosure after providing the other Party with a reasonable written notice so that the other Party may seek protective relief if required so. 

9.2. Nothing herein shall be construed as granting another Party any proprietary rights, by license or otherwise, to Confidential Information, invention, patent, copyright, trademark, or any other intellectual property right of the other Party except as specifically provided for in this Agreement. 

9.3. The obligations of this clause shall survive the termination of this Agreement. However, Confidential Information which is not a Trade Secret will cease to be protected herein after a period of two (2) years from the termination or expiration of the Agreement. Each Party shall return all Confidential Information, tangible or intangible, within fifteen (15) days of expiration of the Term or termination of the Agreement shall destroy, unless otherwise agreed, to an extent possible, allsuch other Confidential Information in its possession.

10. Miscellaneous:

10.1 All notices under this Agreement shall be given or sent to the other Party in writing by email to the following addresses or such other address as either Party may substitute by notice herein, and all such notices given herein shall be deemed as given as of the date of sending:

10.2 If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. 

10.3. The waiver by any Party of any breach of any clause of the Agreement by any Party shall not be construed to be a waiver of that Party’s rights regarding any succeeding breach of any such provision or a waiver of the clause itself. 

10.4. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein and may not be released, discharged or modified except by a written instrument signed by both the Parties.

10.5 Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between the Company and the Affiliator. Neither Party, by virtue of this Agreement, is authorized as an agent, employee or legal representative of the other. Except as specifically set forth herein, neither Party will have the power to control the activities and operations of the other and at all times be considered to be of a nature similar to that of an independent contractor. 

10.6. Neither Party may assign its rights or obligations under this Agreement to any third party without the other Party’s prior written consent. 

10.7. The Affiliator authorizes the Company to use its name, logo, and/or trademark in connection with creation of promotional material, to be disseminated to public, either through print or electronic media; the promotional material may include, but is not restricted to, press releases, announcements, video recordings, radio productions, periodicals, advertisements, website content etc. 

10.8. No third-party shall have any right to enforce or rely on any provision to this Agreement.

11. Governing Law and Dispute Resolution

11.1. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

11.2. Each Party agrees to submit to the exclusive jurisdiction of the courts of England and Wales. 

EXECUTION – The Parties hereto have indicated their acceptance of this Agreement by executing it below on the Effective Date: