Zaxtra Affiliate Agreement

PLEASE READ THIS AFFILIATE AGREEMENT CAREFULLY. Effective Date: May 04, 2020

This Zaxtra Affiliate Agreement (referred to hereinafter as “Agreement”) is a contract between you (referred to hereinafter as the “Affiliate”) as an affiliate (“Affiliate”, “You”) taking part in the Zaxtra Affiliate Program (referred to hereinafter as the “Affiliate Program”). Zaxtra or Zaxtra.com is a wholly-owned subsidiary of Mintware Ventures FZ-LLC, a UAE company, referred to as Zaxtra (“Zaxtra” or “We” or “Us”). This Agreement describes and defines all aspects of our business relationship and the modalities of how we will work together. It is mandatory for you to accept the terms of this agreement for us to work together. Your acceptance of the Agreement’s terms is provided through your signing up for the Affiliate Program. If you are unable or unwilling to accept the terms of this Agreement, kindly do not sign up for the Affiliate Program.

Definitions The Affiliate Program

The Affiliate Program is a program that Zaxtra runs whereby Affiliate Links are provided to Affiliates, who then use these Links to distribute and otherwise propagate and market Products listed on Zaxtra.

All interactions, collaboration and any relationships between the Vendors and You will require to adhere to the terms and con set forth by this Agreement, the Zaxtra Vendor Agreement, the Zaxtra Privacy Policy, and any other agreements or policies listed on the Zaxtra.com Site.

Zaxtra may, as a part of this Program, publish ratings for Vendors or Affiliates taking part in the Affiliate Program. We may base these ratings on information provided by the Vendor or the Affiliate as a part of registering for the Affiliate Program and on the sales performance of the Vendor or the Affiliate. Zaxtra, in its sole discretion, chooses the criteria for these ratings. By way of accepting this Agreement, You agree and acknowledge Zaxtra’s right to evaluate information that relates to You, and that We may publish this information on the Site. You further acknowledge and agree that in no event does Zaxtra guarantee or warrant accuracy, completeness, comprehensiveness, correctness, fitness for a particular use or purpose, or timeliness of any ratings on the Site, nor does Zaxtra guarantee or warrant any results or performance based on any particular ratings. Ratings such as these are provided solely as a tool to assist Affiliates in their decision-making process about which Products they would like to promote and to assist Vendors in their decision-making process about which Affiliates they may choose or deny to extend the right to promote their Products. The responsibility of choosing which Vendors and Products You choose to promote lies solely with You, as do the consequences of such determination. In no way shall any rating be deemed an endorsement by Zaxtra of any particular Vendor or Affiliate.

Further, You agree that you, either directly, or indirectly via an ad agency, broker, or any other person or entity will not intentionally solicit any Vendor. Zaxtra will promptly reply in writing to any inquiries received from Affiliate regarding the status of any person or entity as a Vendor registered with Zaxtra so as to aid Affiliate in its efforts to comply with the non-solicitation provisions of this Agreement. Because Affiliate's conduct will irreparably harm Zaxtra and Mintware and because the true extent of such harm will be impossible to quantify, monetary damages will not be an adequate remedy for any such conduct. Affiliate agrees that Zaxtra may be entitled to injunctive relief without the necessity of posting a bond or required demonstration of failure of monetary damages. Such injunctive relief is in addition to and not exclusive of all other rights and remedies available to Zaxtra. The ability to seek and obtain injunctive relief is a bargained-for provision of this Agreement.

Registration & Acceptance Non-Exclusivity

In no way does this Agreement create a working arrangement between You and Us that is exclusive in natures. The right to work with other entities, be they affiliates or other partners, or to recommend Products or any services similar to the ones defined in this Agreement will be retained by both You and Us.

Commissions Payment Processors and Payment Processing Accounts Prohibited Promotion Methods, Content, Products, Websites and Spamming

As an Affiliate, you are required to conduct ethical and clean promotions. This specifically entails the exclusion of methods of promoting Affiliate Links that involve using advertisements, websites, or any other material that engage in, contain, or promote any of the following:

In Zaxtra’s sole discretion, the Affiliate may be prohibited by Zaxtra from using any particular advertisement, website or any other promotion channel or method based upon Our reasonable judgment.

Affiliate Training

Zaxtra aspires to help Affiliates maximizes their sales and Commissions. In this spirit, we may provide You training material, marketing material and other resources aimed at helping you optimize your affiliate activities. We will make these available to you free-of-cost as a part of the Affiliate Program. Further, we reserve the right to change any or all benefits such as training extended as a part of the Affiliate program, or discontinue extending these benefits altogether without prior notice and at any time.

Trademarks, License, and Proprietary Rights Confidentiality

“Confidential Information”, as used herein, is all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”). Each party may, in the course of this Agreement, have access to such information. Except to the extent to which required by law, each party agrees to not disclose Confidential Information to any other party without the prior and written consent of the other party. Further,

Representations and Warranties

Affiliate Representation: You warrant and represent that:

Indemnification

You will, at your expense, indemnify, defend, and hold Zaxtra, Our founders, Our employees, affiliates, licensors, agents, directors, assigns and successors harmless from and against any suit, claim, action or proceeding, damages, liability, costs, and expenses (including reasonable attorneys’ expenses and fees) (referred to collectively as “Claims”) brought against Zaxtra (and our officers, directors, employees, agents, service providers, licensors and affiliates) by a third party not affiliated with us to the extent that such Claims are based upon

We will: notify you in writing within thirty (30) days of our noticing any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and help reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that

You hereby acknowledge that you will notify Zaxtra immediately of any legal action by a third party - irrespective of whether this is current/ongoing, impending or potential - should it, in any way, concern Zaxtra.

Limitations of Liability; Disclaimers

OF ZAXTRA PRODUCTS, THE AFFILIATE PROGRAM, THE AFFILIATE DASHBOARD OR ZAXTRA CONTENT. ZAXTRA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING AND WITHOUT LIMITATION, ANY WARRANTIES RESULTING THEREOF. IN NO WAY SHALL ZAXTRA BE LIABLE FOR ANY DAMAGES OR ANY KIND ARISING FROM, BUT NOT LIMITED TO, THE FOLLOWING

ZAXTRA’S SITE, PRODUCTS, SERVICES, THE AFFILIATE DASHBOARD, THE APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES DUE TO THE NATURE OF THE INTERNET AND ITS AVAILABILITY AND ACCESSIBILITY. THIS APPLIES IN EQUAL MEASURE TO THE SITES, PRODUCTS, SERVICES, AND APPLICATION PROGRAMMING INTERFACES (APIs) OF THE PAYMENT PROCESSORS OR ANY OTHER SERVICES DEFINED HEREIN. ZAXTRA’S SITE, PRODUCTS, SERVICES, THE AFFILIATE DASHBOARD, THE APPLICATION PROGRAMMING INTERFACES (APIs) ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTY OF ANY KIND. FURTHER, NO WARRANTIES, NEITHER EXPRESSED NOR IMPLIED, ARE MADE BY ZAXTRA, EITHER BY OPERATION OF LAW OR OTHERWISE. OMMISSIONS OR ACTS ON PART OF ANY PAYMENT PROCESSOR.

Force Majeure

An act of Force Majeure is said to have happened if such be the act of fire, natural disaster, acts of government, accident, riots & public uprising and rebellion, or any other can that can be termed as the act of God as beyond the control of the entities - individuals or business organizations - that are participants of this Agreement. In the event of such an act, no party participating in this Agreement shall be deemed to be in default or violation of this Agreement to the extent of carrying out its task, its performance, or any delay or prevention.

General



Zaxtra c/o Mintware Ventures FZ-LLC
38 Tacoma Street,
San Francisco, CA 94118
USA
Attn: Madhav Dutta & Dr. Sameer Joshi