1. INTRODUCTION

The present Terms and Conditions constitute the complete legal framework governing the participation of any individual or entity (“Affiliate”) in the Winngoo India Affiliate Partner Program, operated by Winngoo India Private Limited. By enrolling in the program, submitting an application, accessing the affiliate dashboard, using any promotional material provided by Winngoo India, or promoting any product, service, offer, or digital asset belonging to Winngoo India, the Affiliate acknowledges and accepts these Terms in their entirety. These Terms regulate the rights, duties, responsibilities, restrictions, payment arrangements, compliance obligations, and the overall operational relationship between Winngoo India and the Affiliate. Winngoo India retains full authority to amend, update, modify, or discontinue any part of these Terms at any time, with or without notice, for reasons including but not limited to regulatory requirements, compliance alignment, internal policy changes, or business restructuring. Continued participation by the Affiliate after any such modification automatically constitutes acceptance of the revised Terms, and the Affiliate’s sole remedy in case of disagreement is to discontinue participation.

Purpose of These Terms:
The Company formulates these detailed Terms to ensure that:

• All Affiliates operate ethically and transparently.
• All marketing and promotional activities follow Indian laws.
• The Company’s brand reputation is protected.
• Customer privacy and data usage practices remain compliant.
• Affiliate contributions result in accurate commission tracking.
• Clear expectations are established on both sides.

By enrolling, accessing affiliate dashboards, promoting Winngoo India services, or using affiliate tracking links, you affirm that you have fully read, understood, and legally agreed to every clause contained herein.

• The Terms govern the entire relationship between Winngoo India and the Affiliate.
• Participation in the program signifies full acceptance of all provisions.
• Winngoo India may modify or update the Terms at any time.
• Continued participation after changes equals acceptance of new Terms.
• No oral commitments override the written Terms and Conditions.

DEFINITIONS

For clarity and uniform interpretation, specific terms used throughout these Terms and Conditions shall bear the meanings given to them in this section. “Affiliate” refers to the approved individual or entity participating in the Winngoo India Affiliate Program. “Affiliate Dashboard” means the online interface assigned to each Affiliate for tracking conversions, commissions, traffic data, and promotional assets. “Conversion” refers to a successful, traceable, and validated customer action—including subscription purchases, service activations, and other activities—confirmed as eligible for commission. “Commission” denotes the monetary compensation payable to the Affiliate for valid conversions. “Promotional Material” comprises banners, creatives, digital assets, referral links, codes, messaging templates, and marketing assets provided or authorised by Winngoo India. “Fraudulent Activity” includes but is not limited to fake traffic, bot activity, misrepresentation, incentivised clicks, misleading practices, deception, or any conduct violating law or Winngoo India’s rules.

• Defines all major terms used throughout the document.
• Ensures clarity and avoids misinterpretation.
• Covers “Affiliate,” “Dashboard,” “Conversion,” “Commission,” and “Promotional Material.”
• Defines fraudulent activity and prohibited conduct.
• Provides interpretation rules for singular/plural and statutory references.

SECTION 1 – AFFILIATE ELIGIBILITY

Affiliates may join the Winngoo India Affiliate Program only upon successful evaluation of their application. Winngoo India reviews all applications based on accuracy of information, compliance with Indian law, legitimacy of the platform or promotional channel, and alignment with the Company’s brand image. Applicants associated with prohibited industries—including adult content, gambling, scams, hate speech, counterfeit goods, or activities deemed illegal—shall be immediately disqualified. Approval into the program is granted solely at the discretion of Winngoo India, which may accept or reject any application without obligation to provide reasons. Even after approval, continued participation is conditional upon ongoing compliance with the Terms and adherence to all regulatory guidelines. Winngoo India may perform periodic reviews, demand additional documentation, or conduct identity or KYC verification to ensure legitimacy.

1.1 Eligibility Requirements

You must meet all of the following criteria:

• Must be 18 years old or above.
• Must possess full legal capacity to enter binding contracts.
• Must provide accurate identity documentation, including government-issued IDs.
• Must have a functioning bank account in India for receiving commissions.
• Must not have been previously banned, suspended, or restricted by Winngoo or any affiliated platform.

1.2 Information Required at Enrolment

The Affiliate must provide:

• Full legal name
• Valid mobile number & email address
• PAN card details
• Proof of address
• Bank account details
• Optional: GST registration (if applicable)

1.3 Grounds for Immediate Rejection

Applications may be rejected if:

• Information appears fraudulent or inconsistent.
• Applicant is associated with illegal or unethical activities.
• Applicant promotes adult, violent, defamatory, or controversial content.
• Applicant has poor compliance history or negative online reputation.
• Applicant misuses trademarks or brand assets.

ELIGIBILITY, SUITABILITY & VERIFICATION REQUIREMENTS

To participate in the Winngoo India Affiliate Partner Program (“Affiliate Program”), every applicant (“Affiliate”) must meet the following ongoing eligibility criteria. Winngoo India reserves the right to amend, modify, broaden, narrow, or add additional qualifying requirements at any time as part of its operational, marketing, security, and regulatory compliance framework.

1 Minimum Age Requirement

• The Affiliate must be at least 18 years of age as per Indian Contract Act, 1872.
• In jurisdictions where the legal age of contracting is higher, such higher age shall apply.
• Winngoo India reserves the right to request age proof, including Aadhaar Card, PAN Card, Passport, or any government-issued proof.

2 Residency & Jurisdiction

• The Affiliate must be a resident of India or legally allowed to operate business activities in India.
• Non-resident applicants may participate only if they comply with RBI regulations, international tax norms, and any applicable cross-border commercial laws.
• Winngoo India may suspend or terminate accounts that violate territorial restrictions.

3 Requirement of Valid KYC

Each Affiliate must complete mandatory KYC verification before receiving payouts. Documents may include:

• PAN Card
• Aadhaar Card
• GST Certificate (if applicable)
• Bank Account Proof
• Business Registration (if promoting as a business entity)

Winngoo India may involve third-party KYC processors and compliance platforms.

4 Verification of Identity and Legitimacy

Winngoo India conducts ongoing verification to ensure:

• The Affiliate is a real person or legally recognized business.
• Activities are not fraudulent, deceptive, or harmful to users.
• Traffic is authentic, legitimate, and complies with advertising standards.

Winngoo may temporarily hold payouts until verification is completed.

5 Right to Reject Applications

Winngoo India may reject an Affiliate application based on:

• Incomplete or inaccurate information
• Suspicious identity details
• Risk of fraud, chargebacks, or unethical marketing
• Past violation of platform rules
• Non-compliance with Indian laws or Winngoo policies

No explanation may be required for rejection.

SECTION 2 – AFFILIATE ACCOUNT RESPONSIBILITIES

Upon acceptance into the program, the Affiliate assumes full responsibility for maintaining the security and confidentiality of their account credentials. Any action taken through the Affiliate Dashboard using the Affiliate’s login details shall be deemed to be performed by the Affiliate, and Winngoo India shall not be held responsible for misuse arising from negligence or unauthorised access. The Affiliate must ensure that all personal, contact, and banking information is regularly updated to avoid payout delays. Additionally, the Affiliate must conduct all promotional activities ethically and legally, avoiding deceptive marketing, spam, misinformation, unauthorised claims, misuse of trademarks, or alteration of promotional content. Only approved promotional material may be used, and any modification of such material without written consent shall constitute a breach of these Terms.

2.1 Prohibited Activities

You shall NOT:

• Engage in spam emails, mass unsolicited messages, or bot-based promotion.
• Misrepresent yourself as an employee or agent of Winngoo India.
• Use misleading discount claims.
• Promise unrealistic results or financial returns.
• Promote content that is unlawful, defamatory, pornographic, or harmful.
• Tamper with affiliate tracking systems.
• Redirect users without consent.
• Purchase keywords containing “Winngoo”, “winngoo india”, “winngoo saver”, etc., without permission.

2.2 Content Ownership and Responsibility

The Affiliate is fully responsible for:

• Their website content
• Their advertisements
• Social media communication
• Images, graphics, videos, and captions
• Compliance of their promotional campaigns

The Company is not liable for any content created by Affiliates.

SECTION 3 – USE OF AFFILIATE LINKS & PROMOTIONAL MATERIAL

The Affiliate must use the referral links, banners, creatives, referral codes, and promotional materials strictly for approved purposes. The Affiliate may only promote Winngoo India’s services in transparent, non-deceptive, and non-manipulative ways. Any attempt to engage in misleading redirection, forced clicks, cookie stuffing, automated referrals, or traffic manipulation shall be treated as a serious violation. The Affiliate is prohibited from using unsolicited messages, spam emails, fake advertisements, or unauthorised claims about Winngoo India’s offerings. All creative materials must be used in the original form provided by the Company or in a manner approved explicitly in writing. Any breach of these guidelines may result in immediate account suspension and possible forfeiture of unpaid commissions.

• Affiliate links must be used only for permitted promotional activities.
• Misleading claims, spam, manipulation, and forced clicks are prohibited.
• No modification of creative materials is allowed without permission.
• Traffic and conversions must be genuine, organic, and compliant.
• Violations may lead to suspension or permanent termination.

SECTION 4 – COMMISSION STRUCTURE & PAYMENT TERMS

The commission payable to the Affiliate under the Winngoo India Affiliate Partner Program is strictly based on verified and legitimate conversions generated through the Affiliate’s authorised promotional activities. A commission shall only be considered earned after Winngoo India has completed a comprehensive review to confirm that the conversion is genuine, compliant with program rules, and free from fraud, manipulation, cancellation, or refund. Winngoo India shall have sole and absolute authority to determine whether a referral qualifies for payment, and the Affiliate expressly agrees that such determinations are final and binding. Commission rates may vary depending on the product category, promotion cycle, strategic requirements, or performance levels. Winngoo India retains the exclusive right to revise, modify, increase, decrease, or restructure the commission rates at any time without prior notice. Commissions will be reflected on the Affiliate Dashboard, but dashboard figures serve only as provisional data and may be adjusted after final validation. Payments will be made only after the Affiliate has fulfilled all compliance requirements, including KYC verification, bank detail confirmation, tax obligations, and adherence to Indian financial regulations. The Affiliate further agrees that commission payouts shall be subject to minimum withdrawal thresholds, payment cycles, statutory deductions, and banking clearance timelines.

• Commissions are earned only after full validation by Winngoo India.
• Company decisions regarding conversion eligibility are final.
• Dashboard data is preliminary and subject to adjustment.
• Commission rates may change without notice.
• Payments require completed KYC, valid bank details, and compliance with laws.

• Minimum payout thresholds and payment cycles will apply.
• Refunds or cancellations result in commission reversal.

SECTION 5 – APPROVED MARKETING PRACTICES

Winngoo India permits Affiliates to promote its services only through methods that are ethical, transparent, accurate, and compliant with all applicable laws. The Affiliate must ensure that every promotional claim, message, or representation made to potential customers strictly corresponds to official information released by Winngoo India. The Affiliate shall not exaggerate benefits, make unauthorised promises, mislead customers, or promote Winngoo India in a manner that may damage its brand reputation. Affiliates must avoid aggressive or intrusive marketing practices such as spamming, bulk unsolicited messaging, forced redirects, or click-bait advertisements. All marketing activities must remain honest and clearly identifiable as promotions related to Winngoo India. Any content created by the Affiliate must not violate copyright laws, trademark laws, or intellectual property rights belonging to third parties. The Affiliate shall be responsible for ensuring that their marketing channels—including websites, apps, videos, and social media pages—remain compliant and lawful throughout their tenure in the program.

• All promotions must be ethical, lawful, and transparent.
• Affiliates cannot exaggerate or misrepresent Winngoo India’s services.
• Spam, forced redirects, and intrusive marketing are prohibited.
• Promotional content must match official information released by Winngoo India.
• Affiliates are responsible for ensuring that their platforms remain lawful.
• Intellectual property rights must be respected at all times.

SECTION 6 – AFFILIATE MARKETING & PROMOTIONAL OBLIGATIONS

6.1 General Promotional Responsibilities

The Affiliate acknowledges and agrees that all promotional activities conducted under the Winngoo India Affiliate Partner Programme must strictly comply with the standards, values, and operational policies of Winngoo India Private Limited (“the Company”). The Affiliate shall ensure that all marketing attempts, communications, public statements, advertisements, digital activities, or offline promotional engagements are performed in a lawful, ethical, transparent, and responsible manner. The Affiliate further acknowledges that their promotional behaviour represents the Company’s brand identity, reputation, and commercial standing, and therefore must maintain the highest standards of professional conduct. Any promotional action undertaken by the Affiliate must directly or indirectly support the objective of generating legitimate user engagement, lawful traffic, and high-quality referrals for Winngoo and its associated platforms, including WinngooSaver India.

Key Requirements:

• The Affiliate must not make any misleading, exaggerated, or false claims about Winngoo products, offers, service quality, discount percentages, company income models, cashback values, or any commercial commitments that are not officially published by the Company.
• Any promotional material that involves product descriptions, discount claims, price comparisons, or cashback mechanisms must be approved or verified by the Company before dissemination.
• The Affiliate must not create any misconceptions that users are guaranteed earnings, assured benefits, or financial returns unless such commitments are officially made by the Company in writing.
• The Affiliate must not represent themselves as an employee, director, agent, or official representative of Winngoo India; they shall strictly operate as an independent marketing partner.

6.2 Digital Advertising & Online Activity Regulations

The Affiliate shall be responsible for ensuring that all digital advertisements, online listings, sponsored content, influencer marketing posts, and social media promotions comply with the provisions of Indian laws such as the Information Technology Act, 2000, the Consumer Protection (E-Commerce) Rules, 2020, the ASCI Advertising Guidelines, and all other applicable regulatory controls.

Permitted Digital Activities Include:

• Promotion through personal websites, blogs, vlogs, YouTube channels, or verified social media accounts, provided such content is lawful and transparent.
• Posting banners, hyperlinks, affiliate codes, and promotional graphics supplied or approved by Winngoo India.
• Running basic digital promotions on platforms such as Google Ads, Meta Ads, Instagram promotions, or similar, provided the Affiliate follows the Company’s keyword restrictions and bidding guidelines.

Prohibited Digital Activities Include:

• Running paid ads using “Winngoo,” “WinngooSaver,” or any similar trademarked phrase as a primary keyword without express written permission from the Company.
• Creating duplicate websites, cloned domains, unofficial mobile apps, or impersonation pages that may mislead users.
• Using malware-based traffic generation, automated bots, click fraud mechanisms, or illegal traffic sources.
• Publishing offensive, defamatory, adult-oriented, or politically sensitive content in connection with Winngoo promotions.

6.3 Offline Marketing & Physical Promotional Activity

The Affiliate may conduct offline marketing activities, such as distributing leaflets, brochures, posters, and physical promotional materials, subject to compliance with all local municipal laws and subject to the Company’s prior approval. Offline marketing must always maintain a professional tone and must not disrupt public order or violate any public space regulations.

• Using only officially approved printed materials or content that is reviewed and approved by Winngoo India.
• Not installing physical banners, hoardings, wall posters, or standees without obtaining local municipality permissions and Company approval.
• Not misleading individuals through door-to-door solicitation or non-consensual physical contact.
• Ensuring that all promotional events, stalls, kiosks, or roadshows conducted in public or private spaces follow safety and legal compliance standards.

6.4 Compliance with Anti-Spam Regulations

The Affiliate shall strictly comply with all anti-spam laws and communication standards applicable in India. The Affiliate must not engage in any form of messaging practice that constitutes unsolicited commercial communications.

Anti-Spam Restrictions Include:

• No bulk SMS or WhatsApp spam messages may be sent without user consent.
• No automated calling systems, pre-recorded calls, or autodialer campaigns without explicit permission.
• No email marketing without opt-in compliance as required under globally recognized data protection standards.
• No aggressive outreach that disturbs users’ privacy, violates DND/TRAI restrictions, or causes reputational harm to Winngoo.

6.5 Content Standards for Promotions

Every piece of promotional content created or shared by the Affiliate must uphold the Company’s brand integrity. The Affiliate must ensure that content is accurate, neutral, and respectful and does not include any sensitive, defamatory, or socially divisive material.

Content Must Not Contain:

• Any religiously or politically sensitive statements.
• Hate speech, abusive language, violent themes, or discriminatory claims.
• Content targeting minors or exploiting vulnerable groups.
• Any claim that contradicts Winngoo’s published policies, financial disclosures, or terms.

6.6 Intellectual Property Usage Rules

The Affiliate is granted a limited, non-exclusive, non-transferable, revocable license to use certain trademarks, brand names, images, promotional banners, and marketing assets of Winngoo India solely for the purpose of facilitating affiliate promotions. This license does not constitute ownership or legal rights beyond the promotional period.

Restrictions:

• The Affiliate must not alter, edit, distort, or misrepresent Company logos or brand graphics.
• The Affiliate must not create derivative designs, branded merchandise, or printed goods using Winngoo trademarks without permission.
• The Affiliate must remove all Company intellectual property immediately upon termination or suspension of the Affiliate Agreement.

PARTNER ACCOUNT CREATION & RESPONSIBILITIES

The creation of an Affiliate Partner Account establishes a contractual relationship between Winngoo India and the Affiliate. By registering, the Affiliate acknowledges responsibility for all actions conducted under their account.

1 Accurate Information

• Affiliates must provide truthful, updated, and complete information.
• Any discrepancy may lead to suspension or permanent termination.
• Affiliates must update contact details within 48 hours of any change.

2 Account Security

• Affiliates must maintain strict confidentiality of login credentials.
• Winngoo India is not liable for unauthorized access caused by negligence.
• Suspicious login activity must be reported immediately.

3 Sole Ownership of Account

• An Affiliate account cannot be sold, transferred, assigned, leased, or shared with another individual or entity.
• Joint ownership is not permitted unless approved by Winngoo India.

4 Multiple Accounts

• Affiliates are prohibited from creating multiple accounts without prior written consent from Winngoo India.
• Each Affiliate may maintain only one active account unless granted written permission.
• Duplicate accounts may result in permanently frozen commissions.

5 Responsibility for Sub-Affiliates

If the Affiliate operates a network or recruits sub-affiliates:

• They assume full liability for all promotional activities of their network.
• Any misleading activity by sub-affiliates may result in suspension of the primary Affiliate.

SECTION 7 – COMMISSION STRUCTURE, PAYMENT TERMS & EARNING ELIGIBILITY

7.1 Overview of Commission Framework

The Company adopts a structured, transparent, performance-based commission model to compensate eligible Affiliates for the successful referrals, conversions, or sales generated through their promotional efforts. This commission structure is designed to ensure fairness, consistency, and accountability while motivating the Affiliate to engage in high-quality marketing practices. All commissions payable under this Affiliate Programme are strictly governed by the terms laid out in this Agreement and subject to periodic review by Winngoo India. The Company retains the exclusive authority to modify, expand, revise, or discontinue commission tiers based on business requirements, marketing goals, or compliance considerations, provided that such updates shall be communicated to Affiliates through official channels.

7.2 Eligibility Criteria for Earning Commission

Affiliates must satisfy several conditions to qualify for earning commissions on referrals. The eligibility requirements ensure that commissions are paid only for legitimate, traceable, and verified transactions generated through appropriate marketing channels.

Eligibility Requirements Include:

• The referred user must complete the required action, such as registering, purchasing, subscribing, or utilising a service on Winngoo Saver India or any associated platform.
• All referrals must be genuine and must not involve fake accounts, self-referrals, duplicate sign-ups, fraudulent identities, or artificially created user profiles.
• The purchase or transaction must not be refunded, reversed, cancelled, disputed, or flagged for fraud by the Company or payment gateway partners.
• The Affiliate’s account must be active, in good standing, and free of any ongoing investigation relating to misconduct or breach of this Agreement.
• The Affiliate must have complied with all marketing guidelines, brand usage rules, and ethical promotional standards outlined in earlier sections.

7.3 Commission Calculations & Transparency Measures

The Company utilises a real-time tracking system and analytics dashboard to calculate referral earnings based on predefined commission slabs. The system analyses user behaviour, purchase patterns, conversion timelines, and referral authenticity to ensure accurate payouts. Affiliates may track their commission status through the official Affiliate Dashboard or any portal designated by the Company.

Commission Measurement Includes:

• Tracking conversion events using unique affiliate links, promotion codes, referral IDs, or marketing identifiers assigned to the Affiliate.
• Verification of user actions through internal logs, payment gateway data, device IDs, and fraud-detection mechanisms.
• Calculation of final commission value based on the category of product or service purchased by the referred customer.
• Application of taxes, deductions, adjustments, or reversals where necessary.

7.4 Commission Categories & Earning Tiers

Winngoo India may classify commissions into different earning tiers depending on the type of product, the nature of the referral, and the quality or volume of conversions. These tiers may include basic commission, bonus commission, seasonal incentives, performance-based rewards, and special promotional schemes.

Possible Commission Classes Include:

• Standard Referral Commission: Paid for basic user registrations or general purchases.
• Premium Conversion Bonus: Higher commission for referrals resulting in premium plans, extended subscriptions, or high-value purchases.
• Volume-Based Incentives: Additional rewards for Affiliates achieving high monthly referral counts or surpassing predefined milestones.
• Special Campaign Bonuses: Temporary commission boosters during festivals, national holidays, or Company promotional events.
• Performance Tier Upgrades: Opportunities to advance into higher commission levels based on sustained quality and compliance.

SECTION 8 – Fraud Prevention, Misconduct & Termination

8.6 Grounds for Permanent Termination

Winngoo India may terminate an Affiliate for serious misconduct or repeated violations. Termination revokes access to dashboards, referral tools, and promotional rights.

• Fraudulent referrals, automated conversions, or illegitimate traffic.
• Severe misrepresentation or harmful public statements.
• Repeated breaches of promotional guidelines or intellectual property misuse.
• Illegal or criminal acts related to affiliate promotions.
• System security disruption, hacking, or data theft.
• Intentional abuse, deception, or bad faith behavior.

Pending commissions may be withheld, reversed, or forfeited.

8.7 Post-Termination Obligations

After termination, the Affiliate must immediately cease all promotional activity and remove Company references:

• Stop using Winngoo trademarks, logos, content.
• Remove affiliate links from all platforms.
• Delete unauthorized copies of company materials.
• Settle any outstanding dues.
• Cooperate in compliance reviews or pending disputes.

8.8 No Liability for Termination

Winngoo India is not liable for any losses, expected income, or reputational damage resulting from termination or suspension.

8.9 Right to Legal Action

In cases of serious fraud, hacking, or financial misconduct, the Company may initiate civil or criminal proceedings, including filing complaints with authorities.

SECTION 9 – Data Protection, Confidentiality & Information Security

9.1 Overview

Affiliates must handle data responsibly and comply with Indian data protection laws, including the IT Act 2000 and related regulations.

9.2 Types of Data an Affiliate May Access

Limited data access for promotional purposes:

• Non-sensitive user info (names, contact details, referral codes).
• Analytics from the Affiliate Dashboard.
• Public marketing content shared by the Company.
• Data voluntarily shared by users with explicit consent.

Prohibited: Access to purchase histories, financial info, or sensitive documents unless authorized.

9.3 Misuse of Customer Information

Misuse of customer information is strictly prohibited:

• Sharing data with third parties without consent.
• Storing, selling, or distributing personal info.
• Using data for unrelated promotions or personal business.
• Retaining data after termination or purpose completion.
• Phishing, SPAM, or deceptive communication using customer details.

9.4 Company’s Confidential Information

Confidential information includes:

• Business plans, strategies, backend systems, and internal analytics.
• Commission algorithms and referral tracking logic.
• Vendor agreements, contracts, internal staff details.
• Information labeled “Confidential,” “Restricted,” or “Internal Use Only.”

Affiliates must not disclose, copy, or misuse confidential information.

9.5 Affiliate’s Confidentiality Obligations

Obligations begin immediately and continue indefinitely:

• Protect confidential data from leakage, theft, or unauthorized access.
• Do not discuss internal processes or strategies with competitors or third parties.
• Do not post dashboards, metrics, or communications publicly.
• Ensure secure storage and transmission.
• Report any suspected breaches immediately.

9.6 Data Storage, Handling & Security

Affiliates must follow secure practices:

• Store data only on secure devices.
• Use passwords, encryption, or secure cloud storage.
• Avoid transferring data over unsecured channels.
• Do not upload customer info to unauthorized platforms.
• Maintain antivirus protection, updates, and strong passwords.

9.7 Restrictions on Data Retention

Data must only be retained as long as necessary:

• No long-term storage of customer names, contacts, or IDs.
• No creation of personal customer databases for future promotions.
• Delete data after referral objectives are completed unless explicit consent is given.

9.7 Restrictions on Data Retention (continued)

• Immediate deletion upon request by the customer or the Company.
• Mandatory erasure after affiliate account termination.

9.8 Data Breach Protocols & Reporting Requirements

Affiliates must inform Winngoo India immediately (within 24 hours) of any data breach, accidental leakage, or suspected compromise. Prompt reporting ensures protection and compliance.

Reportable Incidents Include:

• Loss of devices containing customer or affiliate-related information.
• Disclosure of confidential Company documents.
• Unauthorized third-party access to affiliate data.
• Accidental sharing of confidential information.
• Cyberattacks, malware infection, or suspicious activity.

Affiliates must cooperate with investigations, assist in damage mitigation, and follow Company directives.

9.9 Compliance with Indian Laws & Future Regulations

Affiliates must comply with evolving Indian data protection regulations, including the DPDP Act, and any updates communicated by Winngoo India.

Future Compliance Includes:

• Updating consent practices.
• Adjusting promotional behavior to meet new privacy standards.
• Implementing enhanced security protocols.
• Providing documentation required by new legal mandates.

9.10 Consequences of Data Privacy Violations

Violations of data protection may result in disciplinary actions such as suspension, termination, reversal of commissions, blacklisting, financial liability, and potential legal action.

USE OF WINNGOO BRANDING, LOGOS & INTELLECTUAL PROPERTY

Permitted Brand Usage

Affiliates may:

• Use official banners, creatives, and materials provided by Winngoo India.
• Use their own designs only after receiving written approval.
• Mention the brand name in descriptive content (not domain names).

Prohibited Brand Usage

• Using Winngoo trademarks in domain names.
• Creating clone websites.
• Replicating the Winngoo UI/UX.
• Using Winngoo logos without authorization.
• Editing or altering official creatives.

Requesting Brand Approval

Affiliates may seek approval for custom materials via email or partner portal. Approval may take 3–14 business days.

SECTION 10 – INTELLECTUAL PROPERTY RIGHTS & BRAND USAGE POLICY

10.1 Overview of Intellectual Property Ownership

All intellectual property (“IP”) belonging to Winngoo India Private Limited—including trademarks, brand names, logos, product descriptions, website content, software tools, marketing materials, and proprietary systems—remains the exclusive property of the Company. Nothing in this Agreement shall be interpreted as transferring ownership, rights, or titles of any intellectual property to the Affiliate. Any limited licence granted to the Affiliate is solely for promotional use and may be revoked at any time at the Company’s discretion. The Affiliate acknowledges that improper or unauthorised use of the Company’s intellectual property may damage brand integrity and result in immediate legal action.

10.2 Scope of the Limited Licence Granted to Affiliates

Winngoo India may grant Affiliates a restricted, non-transferable, revocable licence to use certain intellectual property elements only for the purpose of promoting the Company’s products and services. This licence does not confer any rights beyond the specific scope communicated by the Company.

Permitted Use Includes:

• Displaying Company-approved logos, banners, promotional images, or affiliate creatives.
• Using official referral links, codes, or marketing texts issued by the Company.
• Sharing authorised content on social media, blogs, personal websites, and digital channels.
• Using Company-provided templates and promotional materials without modification.

Affiliates shall use the IP only in original, unmodified form unless the Company expressly grants permission to alter or customise materials.

10.3 Restrictions on Intellectual Property Use

Affiliates are strictly prohibited from engaging in any activity that misuses, distorts, or misrepresents the Company’s intellectual property. The Affiliate must protect the brand identity from dilution, confusion, or reputational harm.

Prohibited Use Includes:

• Modifying, editing, altering, or manipulating the Company’s logos, trademarks, brand colours, or graphical elements.
• Creating personalised uniforms, merchandise, stationery, banners, or printed goods using Company IP without written authorisation.
• Registering domain names, email IDs, social media accounts, or URLs containing the words “Winngoo,” “WinngooSaver,” or variations intended to imitate or confuse.
• Developing mobile apps, software tools, or browser extensions that use or display the Company’s logos or brand materials.
• Associating Company IP with any illegal, distasteful, defamatory, political, or adult-oriented content.

Violation of this clause constitutes a material breach and may lead to termination and legal proceedings.

10.4 Brand Reputation and Ethical Usage Obligations

The Affiliate shall ensure that all communications, promotions, and marketing efforts uphold the professionalism, reliability, and positive image of Winngoo India. Affiliates must avoid behaviours that may harm or weaken the brand’s standing in the market.

Obligations Include:

• Ensuring that promotions are accurate, honest, and not misleading.
• Not engaging in high-pressure sales tactics or coercive communication.
• Avoiding false statements, deceptive claims, and exaggerated promises about Company products or services.
• Refraining from associating the Company with political parties, religious groups, controversial causes, or socially sensitive topics.
• Using a tone and style consistent with the Company’s brand values of trust, transparency, and customer respect.

10.5 Restrictions on Keyword Bidding, Search Engine Use & Paid Ads

To prevent unfair competition, brand confusion, and unauthorised traffic diversion, Affiliates must follow strict guidelines when running paid advertisements or search engine campaigns.

Prohibited Practices Include:

• Bidding on the Company’s brand names, including “Winngoo,” “WinngooSaver,” “Winngoo India,” or close variations in Google Ads, Meta Ads, or any online advertising platform.
• Creating ads implying that the Affiliate represents Winngoo India officially.
• Using misleading headlines such as “Official Winngoo Site,” “Winngoo Admin,” “Winngoo Offers Verified,” etc.
• Outranking or directly competing with the Company’s official website through black-hat SEO or search manipulation tactics.

Affiliates must run ads only using approved keywords, content, and guidelines provided by the Company.

10.6 Ownership of User Data and Work Product

Affiliates acknowledge that all customer information—whether generated through affiliate links, promotional activities, sign-up forms, or direct communication—shall remain the exclusive property of Winngoo India. Affiliates shall not claim ownership of user data, nor use such data outside authorised purposes.

Further Restrictions:

• Any marketing materials created by the Affiliate using the Company’s assets become the property of Winngoo India.
• The Affiliate waives any copyright claims for content specifically developed for Company use.
• The Company may use, modify, or distribute such content without additional approval or compensation.

10.7 Reporting Misuse and Protecting Intellectual Property

Affiliates share responsibility in safeguarding the Company’s intellectual property. If an Affiliate becomes aware of unauthorised or illegal use of Winngoo’s IP—such as imitation apps, fake websites, counterfeit marketing materials, or fraudulent campaigns—they must report it immediately.

Reporting Requirements:

• Notify Winngoo India within 24 hours of discovering any infringement.
• Provide screenshots, URLs, usernames, or evidence whenever possible.
• Avoid engaging directly with the offender unless instructed by the Company.
• Support investigations or legal actions initiated by the Company.

10.8 Consequences of Intellectual Property Violations

Any breach of intellectual property rules constitutes a severe violation of this Agreement. The Company may exercise multiple remedies depending on the severity of the infringement.

Possible Consequences Include:

• Immediate suspension or termination of the Affiliate account.
• Forfeiture of pending commissions and incentives.
• Permanent blacklisting from all Winngoo programmes.
• Legal action under Indian IP laws, including claims for damages or injunctions.
• Criminal complaints in cases involving counterfeiting, fraud, or intentional impersonation.

SECTION 11 — DATA PROTECTION, CONFIDENTIALITY & PRIVACY OBLIGATIONS

11.1 Compliance with Data Protection Laws

The Affiliate acknowledges and agrees that any handling, processing, storage, or transmission of user data arising out of the Affiliate Program must fully comply with applicable Indian laws, including the Digital Personal Data Protection Act (DPDP Act), Information Technology Act, 2000, Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and any other applicable regulations relating to data privacy and information security. The Affiliate agrees that any personal data collected during promotional activities shall be handled strictly in accordance with lawful purpose, user consent, and the principles of fairness and transparency mandated under these laws. Under no circumstances shall the Affiliate collect or store sensitive personal data without the explicit permission of Winngoo India or the concerned user.

• All data handling must comply with the DPDP Act and IT Rules.
• Personal data must only be processed with lawful consent and purpose.
• Sensitive personal information cannot be collected without authorisation.
• Data handling must be fair, transparent, and legally justified.

11.2 Limited Purpose Data Usage

Any user information, lead data, referral traffic logs, or performance statistics provided to the Affiliate by Winngoo India shall be used strictly for the limited purpose of facilitating authorised promotional activities under the Affiliate Program. The Affiliate shall not utilise such data for personal benefit, unrelated marketing activities, competitor promotions, analytics resale, or any secondary purpose not explicitly approved by the Company. The Affiliate acknowledges that data provided by Winngoo continues to remain the exclusive property of the Company and that the Affiliate is granted only temporary access, which may be withdrawn at any time.

• Data may be used only for authorised affiliate promotion.
• No resale, sharing, or unauthorised analysis of data is permitted.
• All customer data remains the property of Winngoo India.
• Access to Company data is temporary and revocable.

11.3 Storage & Security Responsibilities of the Affiliate

The Affiliate shall take all reasonable organisational and technical steps to ensure that any data obtained through the Affiliate Program is stored securely and protected from unauthorised access, cyber threats, malware, data theft, accidental loss, or improper disclosure. This includes applying necessary security measures such as password protection, encryption (where applicable), limited access controls, secure storage systems, and regular deletion of outdated or unnecessary data. The Affiliate further agrees not to store any personal data beyond the duration necessary for the performance of the affiliate obligations unless mandated by law.

• Affiliate must take technical and organisational steps to protect data.
• Secure storage, encryption, and controlled access are required.
• No long-term storage of data unless legally necessary.
• Data must be deleted once it is no longer required.

11.4 Confidentiality of Company Information

During the course of participation, the Affiliate may gain access to confidential, sensitive, or non-public information belonging to Winngoo India, including business strategies, internal statistics, commission structures, proprietary tools, marketing insights, pricing models, and operational processes. The Affiliate shall treat all such information as strictly confidential and shall not disclose, publish, share, or utilise it for any purpose other than fulfilling obligations under this Agreement. The confidentiality obligation shall continue even after termination or expiration of the Affiliate’s registration.

• All internal business and operational information is confidential.
• Confidential information may not be disclosed to any third party.
• Use of confidential information is restricted to program-related duties.
• Confidentiality obligations survive account termination.

11.5 Restrictions on Data Sharing and Third-Party Access

The Affiliate shall not share, transfer, upload, disclose, sell, or provide access to any user data, campaign data, referral logs, analytics, or internal information to any third party, vendor, agency, partner, or external entity without written approval from Winngoo India. The Affiliate shall ensure that no third-party marketing firm, influencer agency, contractor, or assistant is granted access to Company-provided information unless expressly authorised. The Affiliate shall remain fully liable for any data breach caused by the actions of an external agent engaged by them.

• No third-party sharing of any user or internal data.
• External contractors cannot access data unless approved by the Company.
• Affiliate is responsible for breaches caused by outsourced assistants.
• Written consent is mandatory for any data transfer activity.

11.6 Reporting of Data Breaches

If the Affiliate becomes aware of any data breach, security compromise, unauthorised access, identity leakage, cyberattack, or violation involving information shared under this Program, the Affiliate must immediately notify Winngoo India in writing. Such notice must include details of the breach, the type of data affected, the cause of the incident, and steps taken to mitigate damage. The Affiliate agrees to cooperate fully in resolving the breach and implementing corrective measures as instructed by Winngoo India or regulatory authorities.

• Affiliate must immediately report data breaches to the Company.
• Affected data and breach details must be disclosed promptly.
• Affiliate must cooperate in investigations and corrective actions.
• Non-reporting is a material breach of the Agreement.

11.7 Consequences of Non-Compliance

Any violation of data protection or confidentiality obligations shall constitute a serious breach of this Agreement and may lead to immediate suspension, permanent termination of the Affiliate account, withholding of pending commissions, blacklisting, and potential initiation of legal action under applicable Indian laws. Winngoo India retains the right to recover damages, losses, penalties, or expenses incurred due to the Affiliate’s failure to comply with data protection obligations, whether intentional or accidental.

• Violations may lead to immediate suspension or termination.
• Pending commissions may be withheld.
• Company may pursue legal action and recover damages.
• Affiliate may face liability under Indian data protection laws.

SECTION 12 — REPRESENTATIONS, WARRANTIES & AFFILIATE DECLARATIONS

12.1 Affiliate’s Legal Capacity and Eligibility

The Affiliate represents and warrants that they are legally competent, fully authorised, and eligible under applicable Indian laws to enter into this Agreement. If the Affiliate is an individual, they confirm that they are at least 18 years of age, possess full mental capacity, and are not disqualified from entering contracts under the Indian Contract Act, 1872. If the Affiliate is a company, partnership, LLP, or any registered entity, it represents that it is duly incorporated, validly existing, and authorised to conduct business in India. The Affiliate further declares that registration in the Winngoo India Affiliate Program does not violate any prior contract, employment agreement, statutory commitment, or business restriction binding upon them.

• Affiliate must be legally capable and eligible to contract under Indian law.
• Companies or entities must be properly registered and authorised.
• Affiliate must not be restricted by previous contracts or obligations.
• All representations are deemed true at the time of joining.

12.2 Compliance with Applicable Laws

The Affiliate warrants that all promotional activities, marketing efforts, advertisements, outreach, and referral methods used under this Program will strictly comply with all applicable laws, rules, and regulatory frameworks prevailing in India. This includes consumer protection laws, advertising standards, taxation regulations, IT regulations, cyberlaw obligations, e-commerce guidelines, and platform-specific advertising policies. The Affiliate agrees not to engage in any method of promotion that violates legal norms, infringes intellectual property, harms consumers, or misleads the public in any manner.

• Affiliate must comply with all Indian laws while promoting Winngoo.
• Illegal or unethical advertising methods are strictly prohibited.
• Use of unauthorised, misleading, or deceptive content is a breach.

12.3 No Misrepresentation or False Claims

The Affiliate declares that they shall not make any false, misleading, exaggerated, confusing, or unverifiable claims regarding Winngoo India’s services, pricing, benefits, promotions, rewards, performance, or features. The Affiliate shall not represent themselves as an employee, agent, partner, manager, franchise owner, or official representative of the Company. They further agree not to promise guaranteed earnings, assured benefits, or unrealistic outcomes to users, as such claims violate advertising laws and create unwarranted consumer expectations.

• Affiliate must not misrepresent the Company or its services.
• No claims of guaranteed income or unrealistic promises.
• Affiliate must not portray themselves as company staff or owners.
• Strict accuracy and honesty are mandatory.

12.4 Authenticity of Information Provided by Affiliate

The Affiliate confirms that all information submitted during onboarding—such as name, address, identification, bank details, PAN number, GST details, contact information, business credentials, or any other supporting documents—is complete, accurate, valid, and up to date. The Affiliate agrees to immediately notify Winngoo India of any changes to such information, including bank account modifications or legal status updates. Any falsified, inaccurate, outdated, or misleading information shall be considered a serious breach of this Agreement and may result in immediate account suspension.

• Affiliate must submit accurate and truthful registration details.
• Any change to personal or business info must be updated promptly.
• False or outdated information is a compliance violation.
• Company may suspend account for misrepresentation.

12.5 No Use of Prohibited or Harmful Methods

The Affiliate represents that they shall not use any black-hat tactics, illegal methods, fraudulent tools, automated bots, fake traffic generators, click-farming techniques, or any artificially inflated methods to generate referrals or conversions. The Affiliate acknowledges that all leads must originate from genuine, real, consenting users. Engaging in deceptive traffic generation methods—including identity theft, unauthorised access, cookie stuffing, phishing, spoofing, multi-account creation, or any behaviour designed to manipulate the system—shall constitute fraud and may trigger legal consequences.

• No bots, fake traffic, automation, or fraudulent generation.
• All referrals must be from genuine human users.
• Cookie stuffing, phishing, and similar acts are prohibited and illegal.
• Fraudulent activity may lead to termination and legal action.

12.6 Tax Compliance and Financial Responsibility

The Affiliate acknowledges that all commissions earned under this Program may be subject to taxation under applicable Indian tax laws, including GST, TDS, income tax, or any other statutory levy. The Affiliate warrants that they shall be solely responsible for maintaining accurate tax records, filing returns, and complying with all financial obligations arising out of their earnings. Winngoo India shall deduct TDS or any mandatory tax as required under law and shall not be liable for any penalties incurred due to the Affiliate’s non-compliance with tax obligations.

• Affiliate must handle tax filing obligations independently.
• Company may deduct TDS as per law.
• Affiliate must maintain accurate financial records.
• Tax non-compliance is solely the Affiliate’s responsibility.

12.7 Continuous Representation of Good Conduct

The Affiliate represents that they shall maintain ethical, lawful, and responsible conduct throughout their participation in the Affiliate Program. They shall not engage in activities that may harm the reputation, credibility, goodwill, or public image of Winngoo India. This includes refraining from defamatory statements, malicious content, negative brand portrayal, harassment of users, or violation of digital community standards. The Affiliate further agrees to operate with integrity and uphold professional conduct at all times.

• Affiliate must maintain ethical conduct and professionalism.
• No defamation, negative portrayal, or misconduct is allowed.
• Behaviour affecting Company reputation is prohibited.
• Breaches may lead to termination.

SECTION 13 — COMMUNICATIONS, NOTICES & OFFICIAL CORRESPONDENCE

13.1 Mode of Communication Between Parties

All official communication between the Affiliate and Winngoo India shall be conducted through authorised and verifiable channels established by the Company. The Affiliate agrees that communication may occur through email, digital dashboards, in-app notifications, SMS alerts, WhatsApp messages (subject to consent), or written notices issued by the Company. Winngoo India may also communicate important updates regarding program rules, policy revisions, payment changes, commission revisions, and compliance requirements through these channels, and the Affiliate acknowledges that such communications shall be deemed legally binding and fully enforceable upon receipt.

• All communication will be through officially approved channels.
• Emails, dashboard alerts, SMS, and authorised messaging apps are valid.
• Company announcements through these modes are legally binding.
• Affiliate must check communication channels regularly.

13.2 Validity of Electronic Notices

The Affiliate agrees that all electronic notices sent by Winngoo India—including emails, notifications, digital statements, or system-generated alerts—shall constitute valid and enforceable legal notice under the Information Technology Act, 2000. The Affiliate waives any objection to receiving notices electronically and accepts that electronic communication holds the same legal status as printed or physical correspondence. Failure to read or acknowledge communication due to negligence, technical issues, or incorrect contact information shall not exempt the Affiliate from responsibility or legal effect.

• Electronic notices are legally valid under the IT Act, 2000.
• Emails and digital notifications hold the same force as physical letters.
• Affiliate cannot claim non-receipt due to negligence or outdated contact details.
• Affiliate must ensure their email and contact info remains active and accurate.

13.3 Updating Contact Information

The Affiliate must ensure that all contact information provided during onboarding—including email address, mobile number, address, and identity details—remains valid and up to date throughout the duration of the Agreement. If the Affiliate changes their phone number, email ID, residence, business address, or any other communication detail, they shall notify the Company in writing within 7 working days. Failure to update contact information may result in missed communications, delayed payments, or suspension of account functionality, for which Winngoo shall not be held liable.

• Affiliate must maintain accurate, current contact details.
• Any change must be reported within 7 working days.
• Company is not responsible for delays due to outdated information.
• Incorrect contact details may affect payments and notifications.

13.4 Notices Issued by the Company

All notices issued by Winngoo India—including compliance warnings, data protection instructions, termination notices, commission adjustments, contractual updates, amendments, or dispute communications—shall be sent to the Affiliate’s registered email ID or dashboard account. Such notices shall be considered delivered once sent, regardless of whether the Affiliate reads or acknowledges them. The Company retains the right to issue urgent notices via SMS or WhatsApp in cases requiring immediate action.

• Notices are delivered legally once sent to the registered contact.
• Dashboard updates and emails count as official notice.
• Urgent notices may also be issued via SMS or WhatsApp.
• Non-reading of a notice does not invalidate its legal effect.

13.5 Communication Obligations of the Affiliate

The Affiliate agrees to respond promptly to any communication from Winngoo India that requires clarification, documentation, verification, identity proof, compliance confirmation, or any form of cooperative assistance. Failure to respond within the stipulated timeline may result in temporary suspension of the Affiliate account, withholding of pending payments, or classification of non-cooperation, which will be treated as a breach of contract. The Affiliate must also ensure that all forms of communication issued to Winngoo India are truthful, professional, and free from misleading claims or misinformation.

• Affiliate must reply to company emails or requests promptly.
• Non-response may lead to account suspension.
• Payments may be withheld for lack of cooperation.
• Communication with the Company must be accurate and professional.

13.6 Restrictions on Unauthorised Public Communication

The Affiliate is strictly prohibited from making any public announcements, social media statements, press releases, interviews, public posts, defamatory comments, or external disclosures regarding Winngoo India without explicit written consent from the Company. All communication made in the public domain must reflect the brand accurately and must not damage the Company’s reputation, misrepresent its services, or reveal confidential information. Any unauthorised communication may lead to legal consequences and immediate termination of the Affiliate’s right to participate in the Program.

• No public statements or announcements without written approval.
• Public communication must not misrepresent or damage the Company.
• Confidential or sensitive information may not be disclosed publicly.
• Violations may trigger termination or legal action.

13.7 Record Keeping and Documentation

The Affiliate shall maintain adequate records of communications, promotional activities, financial transactions, and correspondence with the Company, as required for compliance verification or audit purposes. Winngoo India may request copies of communication logs, proof of promotional activity, marketing records, or screenshots of published material, which the Affiliate must provide upon request. Failure to maintain such documentation may affect commission eligibility and compliance status.

• Affiliate must maintain proper records relevant to the Program.
• Documentation must be available for verification or audit purposes.
• Proof of promotional activity or communication may be requested by the Company.
• Failure to maintain records may impact commissions and compliance status.
• Company may request promotional or communication documentation.
• Missing or incomplete records may affect commission pay out.
• Record-keeping is mandatory for compliance reviews.

SECTION 14 — TERM, RENEWAL & TERMINATION OF AGREEMENT

14.1 Commencement and Duration of the Agreement

This Agreement shall come into effect from the date on which the Affiliate completes registration on the Winngoo India Affiliate Platform and receives confirmation of account activation from the Company. The Agreement shall remain in full force and effect on a continuous, rolling basis unless terminated by either Party in accordance with the provisions contained herein. The Affiliate understands that continued participation is conditional upon compliance with all terms, policies, and operational directives issued by Winngoo India during the lifecycle of the Program.

• Agreement begins on the date of affiliate account approval.
• It remains active until terminated by either Party.
• Ongoing participation requires full compliance with Company policies.
• Agreement operates on a continuous and ongoing basis.

14.2 Renewal of Agreement

The Agreement shall renew automatically each year without requiring a formal renewal process, provided that the Affiliate remains compliant with all terms and conditions. Winngoo India reserves the right to revise, modify, or update renewal criteria at any time, including performance thresholds, minimum activity levels, or compliance standards. If the Company introduces new eligibility criteria, the Affiliate must fulfil these requirements to maintain active status. Failure to meet renewal standards may result in deactivation, suspension, or non-renewal of the Affiliate’s participation.

• Agreement auto-renews annually.
• Renewal may require meeting updated performance or compliance criteria.
• Company can modify renewal requirements.
• Non-compliant affiliates may be deactivated or refused renewal.

14.3 Termination by the Affiliate

The Affiliate may terminate this Agreement at any time by submitting a written notice to Winngoo India through the designated support or email channel. Upon receipt of such notice, the Company shall process the termination request, deactivate the account, and initiate the closure protocol. The Affiliate agrees that termination shall not entitle them to claim commissions for pending, disputed, unverifiable, or unapproved transactions. Only verified commissions earned prior to the effective termination date shall be paid, subject to compliance checks.

• Affiliate can terminate by giving written notice.
• Only approved commissions earned before termination will be paid.
• Pending or unverified transactions will not qualify.
• Account deactivation follows Company protocol.

14.4 Termination by the Company

Winngoo India reserves full rights to terminate this Agreement at any time, at its sole discretion, with or without cause, and without the obligation to provide prior notice in cases involving breach, fraud, misconduct, misuse of brand, violation of policies, non-cooperation, or reputational harm. In non-breach situations, the Company may provide reasonable notice before termination. Upon termination, the Affiliate agrees to immediately cease all promotional activity, remove content using the Company’s brand, and discontinue all usage of proprietary materials.

• Company may terminate with or without cause.
• Immediate termination allowed in cases of breach or misconduct.
• Affiliate must stop all promotional activities upon termination.
• Company may withhold commissions pending compliance verification.

14.5 Immediate Termination for Cause

The following situations shall entitle Winngoo India to terminate the Agreement immediately without notice:
a. Fraudulent referrals, use of bots, fake traffic, or system manipulation.
b. Misrepresentation of the Company’s services or brand.
c. Violation of data protection or confidentiality obligations.
d. Breach of intellectual property rules or misuse of brand assets.
e. Distribution of unapproved content or misleading advertisements.
f. Involvement in illegal, offensive, or unethical promotional practices.
g. Non-cooperation or failure to comply with audit, KYC, or verification requests.
h. Any activity resulting in reputational harm or legal exposure for Winngoo.

• Several defined actions qualify for immediate termination.
• Fraud, IP misuse, data breaches, and illegal acts are zero-tolerance violations.
• No notice is required for termination under this clause.
• Pending commissions may be forfeited.

14.6 Effect of Termination

Upon termination of this Agreement, the Affiliate acknowledges and agrees that all rights granted to them under the Program—including brand usage, access to promotional materials, access to the dashboard, and commission eligibility—shall cease immediately. The Affiliate must delete all stored user data, remove all promotional content, and discontinue the use of Company trademarks and marketing materials. Any continued usage beyond termination shall constitute an infringement and may attract legal liability. Termination shall not affect clauses that survive—such as confidentiality, data protection, IP obligations, and dispute resolution.

• All rights, access, and permissions end immediately upon termination.
• Affiliate must delete data and remove all promotional material.
• Continued use after termination is a legal violation.
• Confidentiality and certain other clauses continue even after termination.

14.7 Withholding and Forfeiture of Commissions

Winngoo India reserves the right to withhold, delay, or permanently forfeit any pending commissions if the Affiliate is terminated for breach of contract, fraudulent activity, violation of guidelines, or non-compliance with Company policies. The Affiliate understands that such amounts shall not be considered earned, and the Company has no obligation to release them. If termination occurs without cause, the Company shall release approved commissions after standard verification processes.

• Pending commissions may be withheld in breach situations.
• Fraud-related or non-compliant earnings are not payable.
• If termination is without cause, eligible amounts will be processed.
• Verification is mandatory prior to pay out.

14.8 Survival of Certain Provisions

Notwithstanding the termination of this Agreement, certain clauses shall continue to remain in effect indefinitely—such as confidentiality (Section 13), intellectual property obligations (Section 12), data protection duties, dispute resolution mechanisms (Section 17), indemnity provisions (Section 19), limitation of liability (Section 20), and any other clause that by its nature is intended to survive termination.

• Key legal obligations continue even after termination.
• Confidentiality, IP rights, and dispute resolution clauses survive indefinitely.
• Termination does not erase legal responsibilities.
• Survival ensures protection of Company interests beyond the contract period.

15. GOVERNING LAW, JURISDICTION & DISPUTE RESOLUTION

15.1 Governing Law

This Agreement shall be governed in every respect by the laws of the Republic of India. The Affiliate expressly acknowledges and agrees that all rights, obligations, enforcement mechanisms, liabilities, contractual interpretations, and remedies arising out of or connected to this Agreement shall be construed strictly in accordance with Indian statutes, judicial precedents, regulations, and administrative guidelines applicable to commercial partnerships and digital-service-based affiliate arrangements. Regardless of the Affiliate’s geographic location or nationality, the laws of India shall prevail over any conflicting foreign laws, and no principle of conflict of laws shall be applied to override this intended jurisdictional authority.

Key legal implications include:

• The Indian Contract Act, 1872 governs enforceability, breach, remedies, and interpretation.
• The Information Technology Act, 2000 governs all digital conduct, communications, data usage, and online commercial activities.
• The Consumer Protection Act, 2019 governs user rights, advertising claims, and affiliate-driven promotions.
• The IT (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 govern digital content responsibility and intermediary conduct.

By participating in the Winngoo India Affiliate Program, the Affiliate gives unconditional consent to the application of Indian law to all matters arising under this Agreement, without exception.

15.2 Jurisdiction & Venue for Legal Proceedings

Any legal dispute, claim, controversy, or disagreement arising out of, relating to, or connected with this Agreement—including its execution, implementation, interpretation, validity, breach, or termination—shall fall strictly under the exclusive jurisdiction of the competent courts located in Chennai, Tamil Nadu, India. The Affiliate acknowledges that this jurisdiction clause is binding, irrevocable, and enforceable, even if the Affiliate operates from a foreign location or conducts promotional activities outside India.

Winngoo India reserves the right, where permitted by law, to seek injunctive relief, interim orders, restraining orders, specific performance, or urgent equitable remedies in any court of competent jurisdiction, if such action is necessary to prevent irreparable harm, fraudulent activity, misuse of proprietary materials, or unlawful interference with the Company’s operations. However, all substantive, non-urgent matters shall remain under the exclusive jurisdiction of Chennai courts.

This includes:

1. Civil suits relating to breach of contract, damages, or monetary claims.
2. Applications for injunctions concerning brand misuse or unauthorised representations.
3. Defamation, misrepresentation, or misleading advertisement claims.
4. Claims relating to confidentiality breaches or data-protection violations.
5. Disputes relating to commissions, payments, or termination of the affiliate partnership.

The Affiliate further agrees that they shall not challenge the jurisdictional preference stated above on grounds of inconvenience, foreign residency, distance, or operational difficulties.

15.3 Dispute Resolution Mechanism

Before approaching any court or legal forum, both parties shall attempt to resolve disputes through a structured dispute-resolution mechanism consisting of three mandatory stages, designed to promote settlement, clarity, and procedural fairness.

Stage 1 — Written Notice of Dispute:
The aggrieved party shall first issue a detailed written notice specifying the nature of the dispute, the provisions allegedly breached, relevant facts, evidence, and the proposed remedy. Winngoo India shall acknowledge the notice within a reasonable time, and both parties shall attempt to resolve the matter through good-faith discussions.

Stage 2 — Mediation:
If discussions fail to produce a resolution within 30 days from the date of notice, the matter shall be referred to mediation. The mediation proceeding shall be conducted by an independent mediator mutually selected by the parties. The objective shall be to achieve a voluntary, amicable settlement without litigation. The costs of mediation shall be borne equally unless mutually agreed otherwise.

Stage 3 — Arbitration (Final & Binding):
If mediation does not result in settlement, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, as amended.

• The arbitration tribunal shall consist of a single arbitrator appointed by Winngoo India.
• The seat and venue of arbitration shall be Chennai, Tamil Nadu.
• The arbitration proceedings shall be conducted in English.
• The arbitrator’s award shall be final, binding, and enforceable in courts of law.

The Affiliate expressly waives any objection to the appointment process, seat, venue, or language of arbitration.

INDEMNITY & AFFILIATE LEGAL RESPONSIBILITY

The Affiliate agrees to indemnify Winngoo India for any losses, damages, claims, or expenses arising from their actions.

Indemnification Scope

The Affiliate is responsible for:

• Legal costs
• Penalties
• Damages
• Attorney fees
• Compliance costs
• Government fines