This Affiliate Program Agreement (“Agreement”) is entered into between:
Winnxi E-Platform Private Limited, a company incorporated under the applicable laws of India, having its registered office at S1, Second Floor, Divya Mall, LalKothi, Jaipur, Rajasthan 302015 (“Winnxi”, “Company”, “we”, “us” or “our”);
AND
Affiliate/Associate:[Full Name / Legal Entity Name], having its address at [Address], email address [Email], and PAN/GSTIN, where applicable (“Affiliate”, “you” or “your”).
Winnxi and the Affiliate are individually referred to as a “Party” and collectively as the “Parties”.
1. PURPOSE OF THE PROGRAM
1.1 The Winnxi Affiliate Program (“Program”) enables approved Affiliates to promote products available on the Winnxi platform through approved affiliate links, promotional content, social media, websites, applications, or other approved channels.
1.2 The Affiliate may earn a commission for eligible purchases completed by customers through the Affiliate’s approved tracking link or other approved tracking mechanism, subject to the terms of this Agreement.
1.3 Participation in the Program does not make the Affiliate an employee, agent, partner, franchisee, or legal representative of Winnxi.
2. ELIGIBILITY AND REGISTRATION
2.1 The Affiliate must provide complete, accurate, and current information during registration.
2.2 Winnxi may review an application and may approve or reject an application at its sole discretion.
2.3 The Affiliate must:
Be legally capable of entering into this Agreement;
Provide accurate identity and payment information;
Provide valid bank account details for commission payments;
Provide PAN and GST information where applicable;
Comply with all applicable laws and regulations; and
Maintain accurate account information throughout participation in the Program.
2.4 Winnxi may request additional documents or information for verification, compliance, fraud prevention, tax purposes, or payment processing.
3. AFFILIATE LINKS AND TRACKING
3.1 After approval, Winnxi may provide the Affiliate with unique affiliate links, codes, IDs, coupons, or other tracking mechanisms (“Affiliate Links”).
3.2 The Affiliate must use only Affiliate Links or promotional methods approved by Winnxi.
3.3 Affiliate commissions will be calculated only on transactions that are successfully tracked through Winnxi’s approved tracking system.
3.4 Winnxi will maintain records of clicks, orders, cancellations, returns, refunds, and other relevant transactions for commission calculation.
3.5 Winnxi’s tracking records will be considered the final basis for determining qualifying transactions and commissions, except in case of manifest error.
4. QUALIFYING PURCHASES
A “Qualifying Purchase” means a purchase where:
A customer accesses Winnxi through an approved Affiliate Link or other approved affiliate tracking method;
The customer completes a purchase within the applicable attribution period specified by Winnxi;
The order is successfully processed through Winnxi;
The order is not cancelled, returned, refunded, fraudulent, or otherwise disqualified; and
The transaction complies with this Agreement and the applicable Winnxi policies.
5. NON-QUALIFYING TRANSACTIONS
No commission will be payable on transactions including, but not limited to:
Purchases made by the Affiliate through their own Affiliate Link for personal use;
Purchases made on behalf of the Affiliate;
Purchases made using fraudulent, misleading, automated, or abusive methods;
Cancelled orders;
Returned or refunded orders;
Orders identified as fraudulent or suspicious;
Orders generated through prohibited advertising or promotional methods;
Orders resulting from unauthorized coupon or cashback activity;
Orders generated after termination of the Affiliate’s account where the applicable commission rules do not permit payment; or
Any transaction otherwise excluded by Winnxi’s Affiliate Program policies.
6. COMMISSION
6.1 For each Qualifying Purchase, the Affiliate may earn a commission calculated at the applicable rate communicated by Winnxi.
Standard Commission Rate: [●]% of [Net Order Value / Eligible Product Value].
6.2 Unless specifically stated otherwise, commission will be calculated after deducting applicable:
GST/taxes;
Discounts;
Refunds;
Returns;
Cancellations;
Shipping charges;
Platform or other excluded charges; and
Other amounts specified by Winnxi as non-commissionable.
6.3 Commission rates may vary by product category, campaign, seller, promotion, or other criteria.
6.4 Winnxi may introduce special commission campaigns or promotional commission rates from time to time.
6.5 Any special commission campaign will be subject to the specific terms communicated for that campaign.
7. RETURNS, REFUNDS AND COMMISSION REVERSALS
7.1 If a transaction for which commission has been credited is subsequently cancelled, returned, refunded, charged back, or determined to be fraudulent, Winnxi may reverse or adjust the corresponding commission.
7.2 If a commission has already been paid, Winnxi may adjust the amount against future commissions.
7.3 Winnxi may temporarily hold commissions where additional verification is required.
8. PAYMENT OF COMMISSIONS
8.1 Commissions will be calculated and paid according to Winnxi’s applicable payment schedule.
Payment Cycle: [Weekly /Monthly / Quarterly]
Minimum Payout Threshold: ₹[●]
8.2 Payment will be made through:
Bank transfer; or
Another payment method approved by Winnxi.
8.3 If the Affiliate has not reached the minimum payout threshold, the unpaid balance may be carried forward to the next payment cycle.
8.4 Winnxi may withhold or deduct applicable taxes, TDS, GST adjustments, or other statutory deductions as required by law.
8.5 The Affiliate is responsible for providing valid and accurate tax documentation and invoices where required.
9. TAXES
9.1 The Affiliate is responsible for complying with all applicable tax laws relating to commissions received under this Agreement.
9.2 Where required by applicable law, Winnxi may deduct or withhold taxes from amounts payable to the Affiliate.
9.3 The Affiliate shall provide PAN, GSTIN, tax registration details, invoices, declarations, and other documents reasonably requested by Winnxi.
9.4 Any tax-related liability arising from incorrect information or non-compliance by the Affiliate shall be the responsibility of the Affiliate.
10. PROMOTIONAL ACTIVITIES
10.1 The Affiliate may promote Winnxi through approved channels, including:
Websites;
Blogs;
Social media;
YouTube or other content platforms;
Email marketing, where permitted;
Messaging platforms, where permitted;
Content marketing; and
Other channels approved by Winnxi.
10.2 The Affiliate must ensure that all promotional content is accurate, lawful, non-misleading, and compliant with applicable advertising and consumer protection laws.
10.3 The Affiliate must not make false claims regarding:
Product features;
Product quality;
Discounts;
Pricing;
Availability;
Winnxi’s services;
Guaranteed returns; or
Guaranteed delivery or benefits.
11. PROHIBITED ACTIVITIES
The Affiliate shall not:
Use misleading, deceptive, fraudulent, or unlawful advertising;
Generate artificial clicks, impressions, leads, or orders;
Use bots, automated software, click farms, or similar mechanisms;
Purchase products through their own Affiliate Links for the purpose of earning commissions;
Encourage friends, relatives, employees, or other persons to place artificial orders solely to generate commissions;
Offer unauthorized cashback, rewards, rebates, or incentives for clicking Affiliate Links or placing orders;
Use spam or unsolicited bulk messages;
Impersonate Winnxi or represent themselves as an employee, agent, or authorized representative of Winnxi;
Make statements suggesting that Winnxi guarantees, sponsors, endorses, or is directly affiliated with the Affiliate beyond the Program relationship;
Register domains, social media accounts, pages, or usernames that create confusion with Winnxi’s trademarks or brand identity;
Bid on Winnxi’s brand names or trademarks in paid search advertising without prior written approval;
Use malicious software, spyware, malware, or other harmful technology;
Manipulate the tracking system or attempt to bypass Program rules; or
Engage in any activity that Winnxi reasonably considers fraudulent, abusive, unethical, or harmful to the Winnxi brand.
12. COUPONS, DISCOUNTS AND CASHBACK
12.1 Affiliates may use Winnxi coupons, promotional codes, or offers only where expressly authorized by Winnxi.
12.2 Affiliates must not create or advertise unauthorized coupon codes.
12.3 Affiliates must not promise customers any cashback, commission sharing, discount, reward, or other benefit unless expressly approved by Winnxi.
13. BRAND AND INTELLECTUAL PROPERTY
13.1 Winnxi grants the Affiliate a limited, non-exclusive, revocable, non-transferable right to use Winnxi-approved logos, trademarks, product information, images, banners, and promotional materials solely for participation in the Program.
13.2 The Affiliate does not acquire ownership of any Winnxi intellectual property.
13.3 The Affiliate shall not modify Winnxi’s logos, trademarks, or promotional materials in a manner that could mislead customers or damage the Winnxi brand.
13.4 Upon termination, the Affiliate shall immediately stop using Winnxi’s trademarks, logos, promotional materials, and Affiliate Links as directed by Winnxi.
14. CONTENT REQUIREMENTS
14.1 All product descriptions, reviews, advertisements, social media posts, videos, blogs, and other promotional materials published by the Affiliate must be accurate and not misleading.
14.2 The Affiliate must not:
Make false product claims;
Copy misleading reviews;
Manipulate ratings or reviews;
Make unverified medical or financial claims;
Misrepresent product prices or discounts; or
Use content that infringes third-party intellectual property rights.
14.3 Winnxi may request removal or correction of any promotional content that violates this Agreement or applicable law.
15. AFFILIATE DISCLOSURE
15.1 The Affiliate must clearly disclose its affiliate relationship whenever required by applicable law, regulation, platform policy, or Winnxi.
15.2 The disclosure must be clear, visible, and understandable to customers.
15.3 The Affiliate must not represent that its recommendation is independent where the Affiliate receives a commission from the transaction.
16. EMAIL AND DIRECT MARKETING
16.1 Affiliate Links may not be distributed through spam, unsolicited bulk emails, or unauthorized promotional messages.
16.2 The Affiliate must comply with applicable privacy, data protection, advertising, and electronic communication laws.
16.3 The Affiliate is responsible for obtaining any legally required consent before sending promotional communications.
17. CUSTOMER RELATIONSHIP
17.1 Customers purchasing products through Winnxi remain customers of Winnxi in relation to their transactions on the Winnxi platform.
17.2 The Affiliate shall not represent that it is responsible for order processing, refunds, returns, customer support, delivery, seller operations, or other Winnxi services unless expressly authorized.
17.3 The Affiliate shall direct customers to Winnxi for order-related support where appropriate.
18. FRAUD PREVENTION AND AUDIT
18.1 Winnxi may monitor affiliate traffic, clicks, orders, conversion activity, and other Program activity for fraud prevention and compliance purposes.
18.2 Winnxi may investigate unusual activity, including:
Abnormally high conversion rates;
Repeated purchases from related accounts;
Unusual traffic patterns;
Self-referrals;
Artificial clicks;
Multiple accounts; or
Other suspicious activity.
18.3 Winnxi may temporarily suspend commissions or an Affiliate account while an investigation is conducted.
18.4 If fraud or material non-compliance is established, Winnxi may reverse commissions, withhold unpaid commissions, suspend the account, or terminate this Agreement.
19. CONFIDENTIALITY
19.1 The Affiliate may receive confidential information relating to Winnxi, its sellers, customers, commission structures, campaigns, technology, business operations, or Program performance.
19.2 The Affiliate shall not disclose confidential information to any third party without Winnxi’s prior written consent.
19.3 These confidentiality obligations shall survive termination of this Agreement.
20. DATA PROTECTION AND PRIVACY
20.1 Each Party shall comply with applicable privacy and data protection laws.
20.2 The Affiliate shall not collect, store, sell, share, or misuse customer personal information obtained through the Program.
20.3 The Affiliate shall maintain reasonable security measures to protect any personal information it lawfully processes.
21. REPRESENTATIONS AND WARRANTIES
The Affiliate represents and warrants that:
All information provided to Winnxi is accurate;
It has the legal capacity to enter into this Agreement;
Its promotional activities will comply with applicable laws;
Its content will not infringe third-party rights;
It will not engage in fraudulent activity; and
It will comply with this Agreement and applicable Winnxi policies.
22. INDEPENDENT CONTRACTOR
22.1 The Affiliate is an independent contractor.
22.2 Nothing in this Agreement creates:
An employer-employee relationship;
Partnership;
Joint venture;
Franchise;
Agency; or
Legal representation relationship.
22.3 The Affiliate has no authority to bind Winnxi or make commitments on Winnxi’s behalf.
23. INDEMNIFICATION
23.1 The Affiliate agrees to indemnify and hold harmless Winnxi, its directors, officers, employees, affiliates, and representatives against claims, losses, damages, liabilities, costs, and expenses arising from:
Breach of this Agreement;
Fraudulent or unlawful activities;
Misleading advertising or promotional content;
Intellectual property infringement;
Violation of applicable laws; or
Negligence or misconduct by the Affiliate.
24. LIMITATION OF LIABILITY
24.1 To the maximum extent permitted by applicable law, Winnxi shall not be liable for indirect, incidental, special, consequential, or punitive damages arising from participation in the Program.
24.2 Winnxi does not guarantee that:
The Program will always be available;
Affiliate Links will operate without interruption;
Any particular level of sales or commissions will be achieved; or
Any particular commission rate will continue indefinitely.
25. SUSPENSION AND TERMINATION
25.1 Winnxi may suspend or terminate the Affiliate’s participation if the Affiliate:
Violates this Agreement;
Engages in fraudulent activity;
Misuses Affiliate Links;
Violates applicable law;
Damages the Winnxi brand;
Provides false information; or
Engages in prohibited promotional activities.
25.2 Either Party may terminate participation by providing [7/15/30] days’ written notice, unless immediate termination is permitted under this Agreement.
25.3 Upon termination, the Affiliate must immediately:
Stop using Affiliate Links;
Stop representing itself as a Winnxi Affiliate;
Remove Winnxi promotional materials where requested;
Stop using Winnxi trademarks and logos; and
Comply with any outstanding obligations.
25.4 Winnxi may withhold or adjust unpaid commissions for a reasonable period where necessary to account for returns, refunds, cancellations, fraud investigations, or other adjustments.
26. MODIFICATION OF PROGRAM TERMS
26.1 Winnxi may modify Program rules, commission rates, payment procedures, attribution periods, eligibility requirements, or other Program terms by providing appropriate notice.
26.2 Continued participation in the Program after the effective date of such changes will constitute acceptance of the revised terms, subject to applicable law.
27. GOVERNING LAW AND JURISDICTION
27.1 This Agreement shall be governed by and interpreted in accordance with the laws of India.
27.2 Subject to applicable law, the courts at Jaipur, Rajasthan shall have jurisdiction over disputes arising from this Agreement.
28. ENTIRE AGREEMENT
28.1 This Agreement, together with Winnxi’s Affiliate Program policies, commission schedules, campaign terms, privacy policy, and other documents expressly incorporated into the Program, constitutes the entire agreement between the Parties regarding the Affiliate Program.
28.2 If there is any conflict between this Agreement and a specific campaign or commission communication, the specific campaign terms shall apply only to that campaign unless otherwise stated.
29. ACCEPTANCE
By registering for, accessing, or participating in the Winnxi Affiliate Program, the Affiliate confirms that:
It has read and understood this Agreement;
It agrees to comply with the terms of this Agreement;
The information provided to Winnxi is accurate;
It understands that commissions are payable only on Qualifying Purchases; and
It understands that violation of the Agreement may result in suspension, commission reversal, or termination.