By becoming a member or Customer of WINZA the Participant agrees to enter the Contest and Agrees that:

Any and all disputes, claims and causes of action arising out of or in connection with the Contest and the promotional gifts shall be resolved individually with any form of class action;

Any claims judgments and awards shall be limited to actual out of pocket costs incurred in entering the Contest, but under no circumstances will WINZA be responsible for any legal fees;

Participants hereby waive all rights to claim punitive, incidental or consequential damage and any rights to have damages multiplied or otherwise increased and any other damages, other than damages for actual out-of-pocket expenses incurred in entering the contest.

In no event will WINZA, their licensees, parents, affiliates, subsidiaries and related companies, their advertising or promotional agencies or their respective officers, directors, employees, representatives and agents, be responsible or liable for any damages or losses of any kind, including direct, indirect, incidental, consequential or punitive damages arising from access to, or use of, this website, electronic or computer malfunctions, or entrant participation in this contest, even WINZA was advised of the possibility of such damages.

WINZA reserves the right to disqualify any Participant found to be tampering with or otherwise abusing any aspect of this Contest as solely determined by WINZA.

In the event the Contest is compromised by non-authorised human intervention, tampering or other causes beyond the reasonable control of WINZA, that corrupt or impair the administration, security, fairness or proper operation of the Contest, WINZA reserves the right to suspend, modify or terminate the Contest.

Any attempt by a Participant to deliberately damage the website to undermine the legitimate operation of this contest is a violation of criminal and civil laws, and should such an attempt be made, WINZA reserves the right to seek damages from any such Participant to the fullest extent permitted by Law.

WINZA assumes no responsibility for any problems or technical malfunction of computer systems, servers, software, internet service provider, or e-mail systems, failure of any entry to be received on account of technical problems or incomplete, late, lost, damaged, illegible or misdirected electronic communications, or any combination thereof.

The Contest is void where prohibited or restricted by law.
the administration, security, fairness or proper operation of the Contest, WINZA reserves the right to suspend, modify or terminate the Contest.

Affiliate Program Terms and Conditions Agreement

1. Introduction

This Affiliate Program Terms and Conditions Agreement (“Agreement”) is entered into by XXXX and between WINZA , a company incorporated under the laws of India (“Company”), and the undersigned affiliate (“Affiliate”, “You”), collectively referred to as the “Parties”.

This Agreement governs the Affiliate’s participation in the Company’s Affiliate Program (the “Program”), where the Affiliate promotes the Company’s membership services in exchange for compensation, subject to the terms and conditions set forth herein.

2. Affiliate Obligations and Conduct

2.1 Promotion and Compliance

The Affiliate agrees to use comprehensive, ethical, and lawful means to promote the Company’s membership services, including but not limited to, organic and paid media strategies. The Affiliate shall ensure that all promotional efforts and content comply with the laws and regulations of Australia, as well as any applicable international laws.

2.2 Accurate Representation

The Affiliate must not make misleading, deceptive, or fraudulent representations about the Company and its services. All promotional materials must accurately reflect the nature and terms of the services offered.

3. Tracking and Compensation

3.1 Tracking Mechanism

The Company will provide the Affiliate with unique tracking links or codes. The Affiliate’s performance, including customer sign-ups and subscription status, will be tracked through these mechanisms.

3.2 Compensation Structure

The Affiliate will earn compensation based on the active subscriptions attributable to their efforts. The specific rates and terms of compensation will be detailed in Schedule A attached hereto.

3.3 Negative Growth Adjustment

Should the Affiliate’s referred subscriptions experience a net decline for 3

Months or if the task is not deemed satisfactory, the Affiliate shall not be eligible to invoice for compensation for that period. Resulting in a termination. This affiliate program is only offered to a hand full of individuals that collaborate with our team.

4. Intellectual Property

The Affiliate is granted a non-exclusive, non-transferable, revocable right to use the Company’s trademarks, logos, and promotional materials solely for the purpose of promoting the Company’s services under the terms of this Agreement.

5. Non-Compete and Confidentiality

5.1 Non-Compete

The Affiliate agrees not to directly or indirectly promote, engage with, or contribute to services that are in competition with the Company, including but not limited to, software companies, trade promotion services, or giveaway entities during the term of this Agreement and for a period of [insert period] thereafter.

5.2 Confidentiality

The Affiliate shall not disclose to any third party any information deemed confidential that comes into their possession as a result of this Agreement without the prior written consent of the Company.

6. Governing Law and Jurisdiction

This Agreement shall be governed by the laws of India, without regard to its conflict of laws principles. Any disputes arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the courts of India.

7. Termination

Either party may terminate this Agreement at any time with written notice. Upon termination, the Affiliate must cease all promotional activities and return or destroy all confidential information.

8. Amendment

This Agreement may only be amended or modified by a written document duly executed by both parties.

9. Restrictive covenant

The Company has invested a substantial amount of time and effort to develop

relationships with its customers. To protect the Company’s goodwill, the affiliate agrees that he/she will not be directly or indirectly, on his/her own account or for any other firm, business or corporation:

1.1 seek to solicit, entice away, interfere with or endeavour to solicit, entice away

or interfere with any customer of the Company; or

1.2 employ, engage, solicit or entice away or endeavour to employ, engage, solicit or entice away from the Company any contractor of the Company; or

1.3 obtain as a customer for him/her, or his/her employer or any third party, any Customer of the Company; either during the term of this Agreement, or for one or more of the following periods after the termination of the Agreement:

1.3.1 3 years;

1.3.2 6 months;

1.3.3 3 months;

in one or more of the following areas:

1.3.4 India;

1.3.5 10 kilometres from the Company’s principle place of business.

without the prior written consent of the Company.

1.4 Effect of Section 27 of the Indian Contract Act, 1872

1.4.1 Clause 1.3 will have the effect as if each sub-clause were several separate covenants and each covenant applied for each period of time stated, and in each separate area set out therein.

1.4.2 If any of the several separate covenants are or become invalid or unenforceable for any reason, their invalidity or unenforceability will not affect the validity or enforceability of any of the other separate covenants.

1.5 Continuing Obligation

The termination of the contractor’s employment with the Company for whatever reason does not affect or derogate from the obligations of the contractor.

1.6 Usual Covenants

The contractor acknowledges that the provisions contained in this Clause of this Agreement are usual covenants within the field of activities of the Company and that having regard to the information acquired by the contractor during employment with the Company, and to the area of activities of the Company they are no more than sufficient for protection to the operations of the Company.

 

10. Disclosure for Confidential Information

During the contractors employment with the Company and after it is terminated, the contractors must keep confidential and must not at any time use or disclose or attempt to use or disclose to any person or media corporation any Confidential Information relating to: –

(i) the Company, Employer or its affairs;

(ii) the business or affairs of any business, organisation, company or venture in which the Employer holds an interest;

(iii) the business or affairs of any client of the Employer;

(iii) the business or affairs of any client of any business, organisation, company or venture in which the Employer holds an interest,

 

except: –

(i) as authorised in writing by the Employer;

(ii) if ordered by a Court or authority of competent jurisdiction; or

(iii) if compelled by law.

On termination, for whatever reason, the contractors will be required to deliver to the Employer (or as the Employer directs) all Confidential Information including but not limited to all documents, data (whether electronic or otherwise), keys, stationery and items which are the Employer’s property or the property of the Employer’s clients and which may be in the contractors possession or under your control.

In the event of a breach or threatened or anticipated breach of the terms of this clause by the contractors and without in any way limiting the rights or remedies of the Employer, the Company shall be entitled to an injunction restraining the contractors from committing any breach of this clause without showing or proving any actual damage sustained by the Employer.

For the purposes of this clause “Confidential Information” means all information previously communicated and imparted and all information to be communicated, imparted and passing from the Company, or from its directors, shareholders, servants, agents, contractors or consultants or any one or more of them to the contractors or otherwise learned by the contractors in any way related to or connected with the Employer’s business or affairs or those of any client of the Company or those of any business, organisation, company or venture in which the Company holds an interest and of any client of any such business, organisation, company or venture including without limitation trade secrets, know-how, techniques, accounts, balance sheets, financial statements, financial information, business and marketing plans and projections, arrangements and agreements with third parties, customer information, customer information proprietary to customers, customer lists, concepts not reduced to material form, designs, plans, short, medium and long term development programs, drawings, processes, methods and procedures of operations and whether recorded in some tangible or intangible form or some electronic form, computer record or other database.

The contractors hereby agrees to indemnify and to keep indemnified the Company from and against all Claims suffered or incurred by the Company by reason of the contractors  failure to observe and/or fulfil each and every of the contractors obligations under this Agreement.  For the purposes of this clause “Claims” includes any and all actions, claims, notices, proceedings, judgments, demands, losses, damages, costs, charges, payments and expenses, however arising, whether present or future, unascertained, immediate, future or contingent and whether at law, in contract or in equity.

 

1. Intellectual property and moral rights

 

The contractor acknowledges and agrees that:

 

1.1all right, title and interest in, relation to any Intellectual Property created by

the contractor during or arising out of the contractor

                           employment with the Company, whether or not created during normal business hours or

                            using the Company’s premises or equipment vests in the Company;

1.2the contractor has no interest whatsoever in any of the intellectual Property

created by the contractor during or arising out of the contractor

                            employment with the Company.

Intellectual Property means all intellectual property and proprietary rights (whether

registered or unregistered) owned or used by the Company or necessary for the

conduct of the Company’s business including but not limited to:

(a) any confidential information of the Company; and

(b) any processes, formulae, technology, systems, reports, drawings, specifications, software, blue-prints, patents, patent application, discoveries, inventions, improvements, trade secrets, technical data, research data, software, know-how, logos, registered and unregistered trademarks and service marks, registered and unregistered designs, design rights, copyright and similar industrial or intellectual property rights.

Moral Rights

2.1 The Contractor hereby irrevocably waives, to the fullest extent permitted under Section 57 of the Indian Copyright Act, 1957, any and all Moral Rights in respect of any works, including literary, artistic, or other original works, created or to be created by the Contractor in the course of providing services to the Company. This waiver applies to any act or omission by the Company, its successors, assigns, or licensees, whether occurring before or after the execution of this Agreement, that may otherwise constitute an infringement of such Moral Rights. The Contractor acknowledges that this waiver is granted voluntarily and with full understanding of its effect. 

2.2 The contractor acknowledges that:

2.2.1the contractor understands the legal significance and

effect of giving this consent.

2.2.2this consent has been freely and genuinely given; and

2.2.3the contractor has not been subjected to any duress in

the connection with the giving of this consent.

12. Tax

As per Indian tax laws under Section 194B of the Income Tax Act, any winnings from a game, lottery, or contest exceeding ₹10,000 are subject to Tax Deducted at Source (TDS) at the rate of 30%. Accordingly, 30% of the total prize amount will be withheld and deposited with the Income Tax Department on behalf of the winner.

The winner will receive the remaining 70% of the prize amount after TDS deduction. The winner will also be provided with a TDS certificate (Form 16A) as proof of tax paid, which they may use when filing their income tax return in India.

By entering this giveaway, you acknowledge and agree to this deduction and understand that the company organising the giveaway is required to comply with Indian tax laws.

13. Acceptance

By joining the Program, the Affiliate agrees to, and is bound by, the terms and conditions outlined in this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Affiliate Program Terms and Conditions Agreement as of the date of the Affiliate’s program enrolment.