Pocket FM

Pocket FM Affiliate Program Terms and Conditions

Updated in April 2024

Pocket FM Private Limited and Pocket FM Corp. thank you for your interest in participating in the Pocket FM Affiliate Program ("Program").

If you reside in India, "Pocket FM", "we," "us," and "our" mean Pocket FM Private Limited, and these Pocket FM Affiliate Program Terms and Conditions ("Agreement") constitutes a binding agreement between you (i.e., the individual as identified in the application form ("Application Form") for the Program) and Pocket FM Private Limited.

If reside outside of India, "Pocket FM", "we," "us," and "our" mean Pocket FM Corp., and this Agreement constitutes a binding agreement between you and Pocket FM Corp.

This Agreement provides the terms and conditions of your participation in the Program, to promote, market and distribute the Affiliate Link (defined hereunder), and receive the Consideration (defined hereunder) in accordance with the terms and conditions of this Agreement.

'You' / 'Marketing Affiliate' (defined hereunder) and Pocket FM shall jointly be referred to as the"Parties" and severally as a "Party".

Any additional terms and conditions, policies, guidelines, rules, etc. of Pocket FM referenced hereinunder shall be considered as part and parcel of this Agreement.

  1. DEFINITIONS AND INTERPRETATION:
    1. For the purpose of this Agreement, unless otherwise repugnant to the context and meaning thereof, the following terms shall have the meaning ascribed to them as under:
      1. "Activated User" shall refer to an individual user that has installed / downloaded the Pocket FM Platform for the first time using the Affiliate Link of a Marketing Affiliate and meets the conditions specified in paragraph 1(b) of Annexure A.
      2. "Affiliate Link" shall mean a unique URL / tracking link provided by Pocket FM to the Marketing Affiliate, through which end users of Pocket FM can access the Pocket FM Platform(s) and purchase the products and services offered on the Pocket FM Platform(s).
      3. "Agreement" means this Marketing Affiliate Agreement and any and all schedules, annexures and exhibits attached to it or incorporated in it by reference and shall include any amendments or addendums to this Agreement effected in accordance with this Agreement, in writing.
      4. "Applicable Law" shall mean any statute, law, regulation, ordinance, rule, judgment, notification, rule of common law, order, decree, bye-law, permits, licenses, approvals, consents, authorisations, directive, guideline, requirement or other governmental restriction, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter.
      5. "Confidential Information" shall mean all information whether commercial, financial, technical or which is marked or otherwise designated to show expressly or by implication to be “confidential”, which is disclosed by Pocket FM to the Marketing Affiliate (1) in a documentary or electronic form or other physical embodiment, or (2) orally or visually, or (3) accessed by the Marketing Affiliate through the course of the discharge of its obligations under this Agreement. It shall also include, without limitation and notwithstanding the above, information concerning the business relationship between the Parties, information concerning or related to the Agreement or any other agreement(s) entered into between the Parties, information concerning the organization, strategic business plans, results of testing, finance, product information, method of operation and intellectual property, content, technology, trade secrets, know-how, formulae, drawings, designs, specifications, methods of operation, photographs, films, documents, ideas, concepts, the identity of Pocket FM's employees, customers, customer prospects, suppliers and/or other business contacts (including names, addresses, and telephone numbers of customers, customer prospects, suppliers and/or other business contacts) and compilations of data and transaction or affairs of Pocket FM and computer readable data, object code and source code or notes, extracts, analyses or materials prepared or in possession of Pocket FM which are copies of or derivative works of the Confidential Information, or from which the substance of the Confidential Information can be inferred or understood.
      6. "Force Majeure Event" means an event that has occurred entirely due to forces of nature which could not have been prevented through human intervention such as fire, flood, earthquake, storm, hurricane, tsunami, epidemic, pandemic or any other natural disaster as declared by the appropriate governmental authority or war and acts of terrorism.
      7. "Intellectual Property Rights" or"Intellectual Property" shall mean all forms of intellectual property and underlying rights and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world. "Intellectual Property Rights" includes copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing-off, rights in designs, rights in computer software, patents, rights to inventions, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for registration, and rights to apply and make such applications, and any extensions or renewals thereof, including all rights provided by international treaties and conventions, rights of distribution, reproduction and all other exploitation rights, and any goodwill in relation to or in connection with the same, or such other similar or equivalent rights or forms of protection which subsist or will subsist in the future in any part of the world.
      8. "Marketing Affiliate" shall refer to such individual who is selected to participate in the Program in accordance with Clause 3 of this Agreement.
      9. "Pocket FM Platform" shall mean the digital platform under the brand 'Pocket FM', available on Android and iOS.
      10. "Term" shall mean the period of 6 (six) months commencing from the acceptance of this Agreement in accordance with Clause 2, unless terminated earlier in accordance with the terms of this Agreement.
    2. Any reference in this Agreement to any statute or statutory provision, order or regulation shall be construed as including a reference to that statute or statutory provision, order or regulation as from time to time amended, modified extended or re-enacted whether before or after the date of this Agreement and to all statutory instruments, orders, regulations and directives modifying or extending the same.
    3. Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders and words denoting persons shall include bodies corporate, unincorporated associations and partnerships.
  2. ACCEPTANCE OF THE AGREEMENT
    1. You accept this Agreement and agree to be bound by its terms by (a) submitting the Application Form (b) clicking agree or accept where you're given the option to do so and/or (c) participating in the Program.
    2. You represent and warrant that you are above the age of 18 and have the legal capacity to enter into this Agreement and abide by its terms.
    3. We reserve the right to verify the age and eligibility of the Marketing Affiliates. If we become aware that you are under the age of 18, we may take appropriate actions, including but not limited to suspending or terminating your participation and access to the Program.
    4. If you don't accept the terms of this Agreement, you are not entitled to participate in the Program and receive any Consideration.
    5. The Program may change over time and the terms of this Agreement will need to change over time as well. We reserve the right to change the terms of this Agreement. We will give you notice of the changes vide email to your email address as specified in the Application Form. You are responsible for checking for updates and your acceptance of the changes is as set forth in this section. If you do not agree to the changes, you are not entitled to participate in the Program and receive any Consideration.
  3. SCOPE OF ENGAGEMENT
    1. Upon completion of the Application Form by you and verification of the details provided by you, we shall assess your eligibility to be selected as a Marketing Affiliate for participating in the Program, based on our requirements (e.g., depending on fit, audience demographics, location, content genre, etc.). Your selection and confirmation as a Marketing Affiliate shall be at the sole discretion of Pocket FM. You agree and acknowledge that submitting the Application Form and accepting this Agreement does not guarantee your selection as a Marketing Affiliate.
    2. If you are selected as a Marketing Affiliate, Pocket FM shall provide an Affiliate Link to you, and you shall promote, market and distribute the Affiliate Link across various social media and online platform(s)("Services"), as may be approved by Pocket FM in accordance with Clause 3.3.
    3. In connection with the Services, prior to any distribution or publication of the Affiliate Link by the Marketing Affiliate, the Marketing Affiliate shall submit the content or materials featuring the Affiliate Link("Content") to Pocket FM. The Content shall be reviewed by Pocket FM, and the Marketing Affiliate shall use / distribute the Content only upon receiving prior written approval from Pocket FM (emails permitted).
    4. The Marketing Affiliate shall comply with, and promote, market and distribute the Affiliate Link in accordance with, any policies, guidelines, instructions or any requirements specified or provided by Pocket FM from time to time, including without limitation the Pocket FM Content and Community Guidelines available at https://writer.pocketnovel.com/content-and-community-guidelines ("Content Guidelines"). The Content Guidelines shall apply mutatis mutandis to the Content created by the Marketing Affiliate and any use and distribution of the Affiliate Link by the Marketing Affiliate. Without limiting the foregoing, the Marketing Affiliate shall not use the Affiliate Link in connection with any content or materials featuring indecent exposure, profanity, obscenity, promoting or inciting violence, public disorder, offending public or religious sentiments, and/or depicting Pocket FM in an unfavorable manner or otherwise causing any prejudice to the reputation and goodwill of Pocket FM.
    5. The Marketing Affiliate shall be solely responsible for compliance with all Applicable Laws (including without limitation any anti-spam, privacy, information technology, advertising laws, etc.) while providing the Services.
    6. In the event of any breach of the terms of this Agreement (including without limitation Clause 3 and Clause 6), the Marketing Affiliate shall immediately and forthwith take-down, remove and/or delete the relevant Content upon any request by Pocket FM to this effect. The aforestated shall be without prejudice to the other remedies available to Pocket FM in law and equity.
    7. The Marketing Affiliate shall be solely responsible for any and all costs incurred by them while providing the Services.
  4. CONSIDERATION
    1. In lieu of the Services provided by the Marketing Affiliate, the Marketing Affiliate may be entitled to receive commission-based payments ("Consideration") in accordance with the terms of Annexure A.
    2. The Consideration shall be calculated on a monthly basis, within 7 (seven) days after the end of each month during the Term of this Agreement. Pocket FM shall make the payment of the Consideration calculated for the Marketing Affiliate and share a financial statement and related accounts pertaining to the Consideration within 15 (fifteen) days after the end of each calendar month during the Term of this Agreement.
    3. Pocket FM shall not be liable to pay any other consideration, reimbursements etc. whatsoever other than as mentioned hereinbefore to the Marketing Affiliate and/ or any third parties.
    4. The Marketing Affiliate shall ensure compliance of all applicable tax or fiscal laws and rules and regulations including, without limitation, issuing invoice with all necessary details as mandated by the Applicable Laws in force, payment of taxes and filing related compliances.
    5. All payments made to the Marketing Affiliate hereunder shall be subject to and reduced by all applicable tax withholdings and deductions required by applicable laws and each Party shall be responsible for taxes based on its own net income, employment taxes of its own employees, and for taxes on any property it owns or leases. In the event Pocket FM is unable to claim credits for the taxes mentioned above, arising due to such a delay and/or deficiency and/or default by the Marketing Affiliate, the Marketing Affiliate agrees to indemnify and pay Pocket FM for any loss, claim or liability of tax including but not limited to G.S.T, interest and/or penalty, and the cost of litigation. In the event, the Marketing Affiliate does not pay or continues with their delay and/or deficiency and/or default, then Pocket FM, at its sole discretion, shall have the right to deduct the aforesaid amounts from the next immediate installment due and payable to the Marketing Affiliate.
    6. The provisions of Clauses 4.4 and 4.5 shall survive the termination and/or expiry of this Agreement.
  5. INTELLECTUAL PROPERTY
    1. Pocket FM is, and shall remain the sole and exclusive owner of all right, title, and interest in and to the Affiliate Link, any documents, specifications, data, know-how, methodologies, software, and other materials provided to the Marketing Affiliate by Pocket FM ("Pocket FM Materials"), including all Intellectual Property Rights therein. The Marketing Affiliate shall have no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Pocket FM Materials except as may be approved by Pocket FM in writing (emails permitted) during the Term. All other rights in and to the Pocket FM Materials are expressly reserved by Pocket FM. The Marketing Affiliate has no right or license to, and shall not, use Pocket FM's trademarks, service marks, trade names, logos, symbols, or brand names, except as may be permitted by Pocket FM in writing (emails permitted).
    2. The Marketing Affiliate shall not use the Affiliate Link in any manner except as permitted by Pocket FM in writing (emails permitted) and as specified under this Agreement.
  6. REPRESENTATION AND WARRANTIES
    1. The Parties hereby represent as follows:
      1. They have the full power and absolute authority to enter into this Agreement;
      2. They are not under any disability, restriction, or prohibition, whether legal, contractual, or otherwise, which shall prevent them from performing or adhering to any of their obligations under this Agreement, and have not entered into and shall not enter into any agreement that may violate this Agreement;
      3. The Marketing Affiliate warrants that it shall provide the Services in accordance with Applicable Laws and shall not infringe the copyright, right of privacy, right of publicity, moral right, performers' right, performers' property right or any other right whatever of any person.
      4. The Marketing Affiliate has not and shall not, directly or indirectly, whether by itself or jointly with any other person enter into any agreement or arrangement, which may, in the opinion of Pocket FM, prejudice and/ or conflict with the rights of Pocket FM under this Agreement.
      5. The Marketing Affiliate shall not, directly or indirectly, do or cause to be done any act, which in any way infringes upon or prejudices in any manner the rights of Pocket FM.
      6. The Marketing Affiliate shall not make any defamatory or libelous remarks against Pocket FM, its directors, offices, associates and any other person associated with Pocket FM, or any of their products and/or services.
      7. The Marketing Affiliate represents and warrants that it shall refrain from disseminating false information about Pocket FM or any of its services/products, and shall not engage in the unauthorized collection or solicitation of money on behalf of Pocket FM.
  7. CONFIDENTIALITY
    1. The Marketing Affiliate represents, warrants and covenants that the Marketing Affiliate shall not divulge Confidential Information of any kind to any person, except strictly on a need to know basis and only where disclosure requires fulfilment of the purposes and objectives contemplated in this Agreement, subject to Pocket FM's prior written approval. The Marketing Affiliate hereby undertakes not to publish, disclose, reveal or make public any statements, remarks, photographs pertaining in any manner to the meetings and discussions or any contents or information pertaining to the Program, except with the prior written consent of Pocket FM. The Marketing Affiliate agrees and acknowledges that strict compliance to the provisions of this clause and ensuring complete confidentiality of Confidential Information is of material importance to the interests of both the Parties, and any breach of this instant clause shall cause an irreversible loss and damage to Pocket FM, for which the Marketing Affiliate alone shall be liable to compensate. The Marketing Affiliate shall not disclose the Consideration paid to the Marketing Affiliate to any third party, save and except on a need to know basis.
  8. DATA PROTECTION
    1. We are committed to protecting your privacy and ensuring the security of your personal information. By submitting the Application Form and/or accepting this Agreement, you agree to the processing of your data as outlined in our Privacy Policy - https://www.pocketfm.com/privacy-policy.
  9. INDEMNITY
    1. The Marketing Affiliate undertakes to indemnify and keep Pocket FM and its affiliates, associates, employees, successors, assigns, agents etc. at all times fully indemnified from and against all actions, proceedings, liabilities, claims, judgments, recoveries, demands, costs (including without prejudice to the generality of this provision legal costs and attorney's expenses) awards, damages and disbursements arising directly or indirectly as a result of: a) any breach by the Marketing Affiliate in relation to the Services, including breach of any undertakings, warranties or obligations under this Agreement b) acts, omissions and/or negligence of the Marketing Affiliate and/or c) actual or alleged infringement of any Applicable Laws and/or Intellectual Property Rights by the Marketing Affiliate.
  10. FORCE MAJEURE
    1. Neither Party shall be liable towards each for non-performance or timely performance of any obligations under this Agreement for the reasons of Force Majeure Events. In case of any Force Majeure Event, Pocket FM may suspend this Agreement by giving intimation to the Marketing Affiliate in writing (emails permitted). Upon cessation of the suspension, the other terms and conditions of this Agreement shall continue to be applicable.
  11. TERMINATION AND ITS CONSEQUENCES
    1. The Agreement may be terminated by Pocket FM with immediate effect in the following circumstances:
      1. In the event the Marketing Affiliate commits a breach or default of any of the terms of this Agreement.
      2. In the event of any Force Majeure Events;
      3. Without any reason by providing a written notice to the Marketing Affiliate.
    2. The aforestated shall be without prejudice to the other remedies available to Pocket FM in law and equity.
    3. The Marketing Affiliate may terminate this Agreement without any reason by giving 30 (thirty) days’ prior written notice to Pocket FM at the following email addresses: affiliateprogram@pocketfm.com and legal@pocketfm.com .
    4. Consequences of Termination:
      1. In the event the Agreement is terminated further to Clause 11.1 (a), the Marketing Affiliate shall be relieved of its obligations under this Agreement and any amounts paid to the Marketing Affiliate during the period where the breach or default has occurred shall be refunded by Marketing Affiliate to Pocket FM and/or withheld by Pocket FM. In such circumstances, the Marketing Affiliate shall be liable towards the payment of losses that Pocket FM may incur due to such act of the Marketing Affiliate. The aforestated shall be without prejudice to the right of Pocket FM to claim damages. Such amounts shall be refunded by the Marketing Affiliate within seven (7) days of a demand being made by Pocket FM.
      2. In the event the Agreement is terminated under Clause 11.1 (b), and (c), the Marketing Affiliate shall be entitled to pro-rata payment of the Consideration as applicable until the date of termination and the same shall be deemed and construed as full and final settlement of accounts between the Parties and the Marketing Affiliate hereby agrees to not make any claims including towards any loss of opportunity in such an event.
      3. In the event the Agreement is terminated by the Marketing Affiliate under Clause 11.3, the Marketing Affiliate shall be entitled to pro-rata payment of the Consideration as applicable until the date of the notice of termination. The Marketing Affiliate shall not be entitled to any consideration or payments during the notice period under Clause 11.3.
      4. In any event of termination, the Marketing Affiliate shall be relieved of its obligations upon the expiry of notice period and the Marketing Affiliate shall with immediate effect:
        1. Cease the use of the Affiliate Link without any demur or delay.
        2. Cease the use of Pocket FM Materials without any demur or delay, and forthwith delete/remove any content shared by the Marketing Affiliate containing the Pocket FM Materials as may be specified by Pocket FM.
  12. GOVERNING LAW AND JURISDICTION
    1. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
    2. If you reside in India, the following paragraph applies to you: this Agreement and all other policies mentioned herein shall be interpreted and construed in accordance with the laws of India and the Parties hereto submit to the exclusive jurisdiction of the Courts in Bengaluru. It is clarified that no dispute arising under this Agreement shall be referred to any association, guild, or union for settlement.
    3. If you reside outside of India, the following paragraph applies to you: the validity, construction, interpretation and legal effect of this Agreement shall be construed in accordance with and governed by the judicial decisions and internal laws of the State of Delaware and the United States of America, without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware and the United States of America. The Parties hereto submit to the exclusive jurisdiction of the Courts in the State of Delaware. It is clarified that no dispute arising under this Agreement shall be referred to any association, guild, or union for settlement.
  13. Miscellaneous Provisions
    1. Notices: All notices required to be served under this Agreement shall be in writing and may be served by personal delivery, facsimile or by first class post on the Parties at their email addresses.
    2. Relationship of Parties: This Agreement is entered into on a principal to principal basis and nothing herein contained shall be construed to create a partnership, agency, joint venture, association of persons or employment, agreement between the Parties hereto.
    3. Severability: If any provision of this Agreement is adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this Agreement, or its validity or enforceability, and the unenforceable provision shall be performed to the extent valid and enforceable. Any such provisions of this Agreement that is rendered ineffective shall be mutually replaced by amendment in writing, within this Agreement by the Parties by using language that to the maximum extent possible is representative of the intention of such provision prior to its being rendered ineffective.
    4. Assignment: This Agreement is non-assignable by the Marketing Affiliate. Pocket FM shall have the right to freely assign this Agreement and its rights and obligations herein to any third party.
    5. Violation of the terms: Without prejudice to the provisions of this Agreement, the Marketing Affiliate agrees that Pocket FM shall be entitled to an injunction, restraining order, right for recovery or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Marketing Affiliate from committing any violation or enforce the performance of the covenants, obligations and representations contained in this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies Pocket FM may have at law or in equity, including without limitation a right for recovery of the amounts due under this Agreement and related costs and a right for damages.
    6. Survival: The provisions of this Agreement, the nature of which should reasonably require the survival thereof shall survive the termination of this Agreement.

Annexure A

Consideration

  1. Conditions for Consideration
    1. Consideration shall be payable based on the number of installations of the Pocket FM Platform by Activated Users, generated directly and solely from the Affiliate Link ascribed to the Marketing Affiliate.
    2. For an installation to be considered eligible, the Activated User must be:
      1. A new user that has not previously installed, downloaded or purchased any content on the Pocket FM Platform.
      2. Located in the United States of America, India or any other English-speaking territory as determined by Pocket FM.
      3. Download / install the Pocket FM Platform, and consume a minimum of 1 hour of content from the installation of the Pocket FM Platform.
    3. In the event that an Activated User has installed the Pocket FM Platform using the Affiliate Link which is featured in any Content that has not been approved by Pocket FM or is in breach of any terms of this Agreement, no Consideration shall be payable to the Marketing Affiliate in respect of such installation by the Activated User.
  2. Computation of Consideration
    1. Subject to the conditions set out in paragraph 1 of Annexure A above, the Marketing Affiliate shall receive the Consideration based on the relevant performance tier as described below:
      2. Performance tiersMonthly installsPer-install payoutMaximum Consideration payable per month
      ExplorerUp to 50 installs monthly by Activated UsersUSD 1.00 (USD One Dollar)USD 50 (USD Fifty Dollars)
      SupporterBetween 51-100 installs monthly by Activated UsersUSD 1.5 (USD One Dollar and Fifty Cents)USD 150 (USD One Hundred and Fifty Dollars)
      AdvocateBetween 101-200 installs monthly by Activated UsersUSD 2 (USD Two Dollars)USD 400 (USD Four Hundred Dollars)
      AmbassadorOver 200+ installs monthly by Activated UsersUSD 2.5 (USD Two Dollars and Fifty Cents)USD 500 (USD Five Hundred Dollars)
    2. The Consideration payable to a Marketing Affiliate shall be subject to the maximum Consideration cap as set out for the relevant performance tier in paragraph 2 of Annexure A above.
  3. Bank details: The Consideration will be transmitted to the Marketing Affiliate's bank account, as per the details provided in the Application Form.