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| a. |
For the purpose of convenience the new user is referred to as
subscriber. The subscriber availing the optional free business
opportunity is referred to as an associate, or “independent channel
partner”. Together/collectively they are referred to as “partners”. |
| b. |
Bigbanyantree.com, Dewsoftoverseas.com, Dewsoftnepal.com,
Planetdewsoft.com, Dewsoftacademy.com, DewSoft Overseas Pvt. Ltd.
DewSoft Overseas Nepal Pvt. Ltd., DewSoft Canada Ltd. and any of its
associate concerns, or wholly owned subsidiaries, and their
promoters, directors, managers, employees, shareholders etc. are
referred to as individually or collectively as the company |
| c. |
The “earn while you learn” or “each one teach two” program is
referred to as “the package” or “the program” or ‘the standard
package” |
1 |
Participation in the Company’s home based business is totally
optional, upon being convinced of the quality of the product and
services offered by the company under the “Earn while you Learn”
program. |
2 |
Applicant, when accepted, is called "Associate." Associate
represents and warrants that Associate understands the marketing
program and the compensation plan and is not relying on any
representation or promise that is not contained in this Agreement or
other official Company material, be it print media, video/audio
media or any other form of advertisement/ promotion. |
3 |
Promises by Recruiting Associate :
The Company makes the promises contained in this Agreement and in
other official Company material and no Associate is authorized to
make any other promises to a prospective Associate. If Applicant
relies on any promises made by an Associate trying to recruit him or
her that are not in this Agreement and/or official Company material,
and that recruiting Associate fails to keep any such promise, the
Applicant shall only have recourse against such recruiting Associate
and not the Company. However, in such an event, Applicant is
encouraged to file a complaint with the Company. Upon receipt of
such a complaint, the Company will conduct such investigation as it
deems necessary and, upon validation of such a complaint, impose
appropriate penalties on the offending Associate. Such action
however will not result in any recovery of damages by the Applicant,
which the Applicant is free to seek against the offending Associate,
not the Company.

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4 |
Associate Rights and Responsibilities:
By applying to participate in the Company’s “Earn While You Learn”
Program, the user is also entitled to earn incentives by referring
it to others, provided he/she understands and agrees to the
associates agreement. Associate understands that Associate will be
bound by the terms hereof. After doing 02 sales of the package,
Associate will be eligible to collect incentives on all levels of
the Business Center, provided he/she is working actively in
promotion of the company products and services. Associate
understands that to earn incentives in the Program, Associate is
responsible for generating business for his/her self and the
Company. To do this, Associate will personally promote others in the
program, will build his or her Sales team and will contact prospects
by phone and in person and attend/conduct local meetings, seminars,
road shows, in different regions himself. Associate is responsible
for educating and training those referred by him on usage of company
products, and services. In case he chooses to avail the optional
business opportunity to promote the company products and services,
the education and training for the same shall also be done by the
Associate at his own cost.
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5 |
Reimbursement and Incentive Policy
a. Associates /Channel Partners designated Crown Ambassadors and
above, shall be eligible for reimbursement of expenses, including
outstation lodging, traveling, petrol, seminar expenses, and
expenses incurred in training of subscribers and channel partners,
calculated and capped @ 100% of their weekly incentive. The same
shall be paid weekly together with their weekly incentive. To avail
the same, the channel partners must keep all his bills and other
expenditure statement open to audit at all times for the company
personnel to inspect. Discrepancies if any, in the amount payable
and actual expenditure incurred, shall be adjusted in the incentives
or reimbursed later. However not all Crown Ambassadors are eligible
for this policy, the company’s decision in this regard is final.
b. For Development of business in new areas, above Associates/
Channel Partners shall be eligible for reimbursement of expenses,
including outstation lodging, traveling, petrol, seminar expenses,
and expenses incurred in training of new subscribers and channel
partners, calculated and capped @ 100% of their weekly incentive.
The same shall be paid weekly together with their weekly incentive.
To avail the same, the channel partners must keep all his bills and
other expenditure statement open to audit at all times for the
company personnel to inspect. Discrepancies if any, in the amount
payable and actual expenditure incurred, shall be adjusted in the
incentives or reimbursed later. However not all Crown Ambassadors
are eligible for this policy, the company’s decision in this regard
is final.
c. For Social responsibility of the company towards members of the
society, above Associates/Channel Partners shall be eligible for
organizing Educational Camps in the areas near there working place
and expenses incurred in organizing these camps on behalf of the
company will be paid on actual basis. To do the same, the channel
partners must keep all his bills and other expenditure statement
open to audit at all times for the company personnel to inspect.
Discrepancies if any, in the amount payable and actual expenditure
incurred, shall be adjusted in the incentives or reimbursed later.
However not all Crown Ambassadors are eligible for this policy, the
company’s decision in this regard is final.
 |
6 |
Independent Channel Partner:
Associate agrees that Associate is an Independent Channel Partner,
called an "Associate," and will have no authority to bind the
Company to any obligations. The relationship between Associate and
The Company is established only by this Agreement and Associate is
not an agent, employee or any other legal representative of The
Company or its service providers. Associate is solely responsible
for all self-employment taxes and any central, state, local or other
taxes that may be due as a result of Associate's business
activities. Associate agrees to abide by any national, federal,
state, provincial, county or local laws, rules and regulations
pertaining to this Agreement. At Associate's own expense, Associate
will make, execute and file all such reports and obtain such
licenses as are required by law or public authority with respect to
this Agreement.

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7 |
Policy/Rate Changes:
Associate agrees that The Company may, from time to time with a
general notice, change the compensation plan, rates, prices and
charges, or this Agreement to be applicable to all Associates. If
Associate chooses to remain in the program, Associate agrees to
abide by those changes. Any such notice shall be deemed to have been
given and received as of the day after such notice is posted on the
Company web site and/or the day the change is put on the Company's
website, sent by e-blast, disseminated via Mail or other mode of
mass communication. It is Associate's responsibility to stay abreast
of developments communicated in this fashion.

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8 |
Term/Renewal:
New Color coding system is being introduced to make due arrangement for the renewal policy, allowance of business building sites, regular fresh Education Package Sales, and the regular joined but not paid sites. These are as follows:
|
| |
S.No |
Symbol |
Description |
Business Earnings |
Education, Website Builder |
Duration of Validity |
Price |
| 1 |
(Green Smiley) |
Regular Fresh Education Package Sale |
Yes |
Yes |
One Year |
Rs.7,000/- |
| 2 |
(Red Dot) |
Unpaid But Joined |
No |
No |
15 Days |
NIL |
| 3 |
(Blue Smiley) |
Working Existing Associate |
Yes |
No |
Till policy changes |
NIL |
| 4 |
(Purple Triangle) |
Fresh Business Building Site, available with company promotion, Non Transferable for Six months |
Yes |
No |
Till policy changes |
Rs.2,500/- |
| 5 |
(Orange Smiley) |
Promotion site (Handicap and Widow) |
Yes |
Yes |
Till policy changes |
NIL |
|
9 |
Cross Sponsoring/Cross Recruiting:
Associate understands that cross sponsoring, cross recruiting and
cross line jumping are prohibited in The Program and may result in
the imposition of penalty, as more fully set forth hereafter, but
may include immediate termination of this Agreement. "Cross
sponsoring" means soliciting an Associate or any closely related
person or entity into a downline different from the existing
downline for that Associate. "Cross recruiting" means soliciting an
Associate, except personally sponsored Associates, or a closely
related person or entity, into another MLM company. "Cross line
jumping" means an Associate or any closely related person or entity
voluntarily taking a Business Center that is not in the same
downline as the one in which the Associate first was enrolled. A
"closely related person or entity" is any person in the household of
the Associate (e.g. spouse, son, daughter, parent living in the same
household) or any corporation, partnership, limited liability
company, trust or other legal entity, which is controlled by the
Associate.

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10 |
Filing Complaints:
If an Associate desires to file a complaint against another
Associate for violation of this Agreement, please send an e-mail to
admin@planetdewsoft.com to get the procedures for doing so.
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11 |
Confidentiality Agreement:
Associate understands that the Company marketing plan, Associate
lists and official literature are proprietary information and are
considered trade secrets of The Company. Associate hereby agrees to
not directly or indirectly disclose or use any of said confidential
or proprietary information except to specifically promote the
Company business in accordance with the provisions of this
Agreement. Associate further agrees that this provision shall
survive the expiration or termination of this Agreement for a period
of one year, or as per governing company policy

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12 |
Multiple Enrollment:
The Company through the “Earn While You Learn” Program intends to
provide top class, quality education to its' users. If you have more
than one users benefiting from the program, we advise you enroll
into the program separately, as access to the website is only
available for a single user at a particular time, and also to give
exams and earn Individual certificates.
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13 |
Wrongful Multiple Enrollment in Program:
The Company does not encourage the purchase of more than one
subscription in order to participate in the Program, or enhance the
compensation plan or even to maximize potential compensation. Any
Associate who advises potential Associates otherwise is in violation
of this Agreement and subject to penalty as set forth herein,
including refunding the subscription amount, or penalty of INR
1000/- or both.

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14 |
Income Representation:
Associate understands that although Associate may refer other
Subscribers into the Program, the Program does not allow Associate
to profit solely from the activity of referring other Associates.
Incentives are paid only on actual sales that are made by Associate
or by other Associates that fall into Associate's Downline. No one
has made any promise or guarantee that Associate will derive any
specific income or profit as an Associate. Associate understands
that any income the Associate earns in the program is determined by
Associate's personal activity as a business promoter. Associate
understands that "the Program" and other product Education Package
Sales incentives shall be paid only to the qualified "selling"
Associate and to his or her Downline and Upline. Associate shall not
make any income representations except those set forth herein or
otherwise specifically set forth in official The Company material.
Other promotional campaigns, if any, are only a supplementary
income, and can be cancelled at any time without any prior
notification to the user.
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15 |
Trademarks And Marketing Materials:
Associate will not use the Company trade names and/or trademarks
except to promote the Company business. In all such authorized use,
Associate will make clear that Associate is an Independent
Distributor and the advertising is the Associate's and not the
Company's. Sales of marketing materials by The Company are not
incentiveable. The Company makes no warranty, express or implied,
with respect to the use, efficacy or suitability for any purpose
with respect to any such marketing material unless otherwise
explicitly stated in writing in connection with the purchase
thereof.

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16 |
Sale of Business Node:
In order to maintain the integrity of the Company's sales
organization, if an Associate desires to sell a Business Node, the
Associate must first offer it for sale in writing to the Associate
immediate up-line from the Business Center to be sold. If the
up-line Associate declines to purchase the Business Node, the
selling Associate is then free to sell the Business Center to
someone else, on the same terms and conditions as was offered to the
up-line Associate. All such sales require the completion of a
Transfer Form and payment of a transfer fee and must be approved by
the Company. Sale of a corporation or other legal entity, which owns
a Business Node, is hereby deemed to be the sale of the Business
Node and is subject to the provisions above stated.

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17 |
Inheritability:
The Company Program/Business Node, like any other business or
asset an Associate may have, is fully transferable in accordance
with the terms of a Will, or, in the absence of a Will, it passes to
heirs pursuant to the applicable interstate succession laws. For
those Associates whose The Company Business Nodes is/are owned by a
corporation (or some other type of legal entity), there would be no
change in the ownership of the Business Node upon the death of an
owner of that corporation, etc. Ownership of the corporation would
change by passing to the heirs, but the corporation would continue
to own the program Business Node.
|
18 |
Information from Associates:
All registration information provided by an Associate to The
Company must be accurate and complete. Associate must update and
correct registration information if it changes.

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19 |
Billing Fees:
Associate shall prepay fees for the Company’s "Earn While You
Learn Program", which are non-refundable three days after date of
purchase. Associate shall not receive refunds for subscription
removed due to violation of this agreement or any other agreement
applicable to its use. Associate agrees to maintain Associate's
account with The Company, if any, in accordance with this Agreement
and current rates and prices quoted. If User's account balance is
paid late, User will pay INR.750/- late charge should the payments
are not received within 45 days from date of enrollment. It is
required that should you realize that your payments might be late
than 30 days, you email to the Sales Department, notifying the
reason for delay, and mode/particular of payment, if you have
already dispatched. For all your correspondence with the company,
please use your valid reference ID number. User agrees to pay
INR.500/- fee for returned cheque charge and the Company's customary
fee for other services such as transfer fees, etc. The Company shall
have the right to disconnect service for non-payment of billing
charges. However, All rights pertaining to accepting late payments
are held by the company. The Company on its sole discretion may
accept or reject anyone's application for the program.

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20 |
Security:
Each Associate must keep any The Company passwords and other
secure access information confidential and notify The Company
promptly if the Associate believes that the security of an account
has been compromised. The Company has taken reasonable steps to
protect the security of online transactions. However, The Company
cannot and does not warrant such security and will not be liable for
any losses or damages resulting from any security breaches.

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21 |
Spam/Misuse of System:
Associate shall not engage in spamming in order to promote the
Associate's business. "Spam" includes
a. mass mailings akin to junk-mail, either to news groups or
electronic mail or unsolicited commercial and/or informational
email, including, without limitation, commercial advertising and
informational announcements, sent to people not known personally,
unless the recipients have expressly asked to receive email
announcing programs of this type,
b. mass or bulk (20 or more recipients) emails of any kind,
unless the recipients have expressly asked to receive email
pertaining to programs of this type, and
c. a newsgroup article, or essentially the same article with
small changes, posted an unacceptably high number of times to one or
more newsgroups, (Content is irrelevant.) or Usenet, chat room or
message board postings that are unrelated to the topic of discussion
of the particular news group, chat room or message board. "Spam"
does not include responding to any message received by sending a
message (even though not related to the received message) by use of
the "Reply to All" or similar e-mail feature. "Spam" does not mean
"ads." It doesn't mean, "abuse." It doesn't mean, "posts whose
subject I object to." Sites may not contain or transmit any file or
software with a virus or other contaminating or destructive
features. No Associate may in any manner interfere with the content
of other sites or the system. Sites may not use excess system
resources or otherwise, in The Company 's sole judgment, use
resources in a manner that damages its system.
 |
|
22 |
Unsolicited Ads by Fax:
Associate shall not send unsolicited advertisements for the Company
program or otherwise solicit related business by fax in violation of the
local Authority Rules.
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23 |
Responsibility for Site:
Materials included on Associate’s web sites may include inaccuracies,
errors, or out-and-out untruths. The Company has no liability or
responsibility for any content, including the quality, accuracy,
completeness, legality, or usefulness of any information, product,
service or process promoted on Associate web sites. In no event shall
The Company be liable for any claims or damages of any kind arising from
the contents of associate's website. References in Associate's site to
products, services, processes, hypertext links to third parties or other
information by trade name, trademark, manufacturer, supplier or
otherwise do not constitute or imply an endorsement or recommendation by
The Company. Product and service information is the sole responsibility
of each individual site owner/user. Associates are solely responsible
for compliance with laws governing the offering, sale, licensing, or
other marketing and taxation of any products. On occasion, The Company
will undergo routine maintenance or experience unexpected technical
problems. The Company will make a good-faith effort to do maintenance as
quickly and conveniently as possible, and to respond to technical
problems promptly. The Company may be required to access an Associate's
web site from time to time to provide maintenance. The Company will not
in any circumstance be responsible for problems, losses, or damages
arising from loss of connectivity; errors in content due to application
problems; loss of access by Associates; or temporary or permanent loss
of data.
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24 |
Indemnity:
Associate indemnifies and holds The Company/ DewSoft Overseas harmless
against all claims made by any third party, and any related damages and
expenses (including reasonable attorney's fees), arising out of or
connected with the associate's conduct, the associate's website or
online store, the goods or service the associate offers, or any
violation of this agreement by associate. |
|
25 |
Limitation of Liability:
The Company makes no warranties, express or implied, related to the
"Earn While You Learn Program", products or services supplied thereunder
or marketing materials sold, including but not limited to warranties of
merchantability and fitness for a particular purpose.
 |
|
26 |
26. The Company will not be liable to any Associate for indirect,
incidental, special or consequential damages, such as (but not limited
to) loss of profits or business interruption, arising out of or
connected to the use of, or inability to use, the "Earn While You Learn
Program", related services, products or marketing materials provided to
any Associate. The total liability of The Company for any and all
damages arising from or connected with this Agreement, the "Earn While
You Learn Program" or the services, products or marketing materials
provided to any Associate shall not exceed the total fees paid by the
Associate to The Company during the 12-month period immediately
preceding the initial occurrence of the event causing the damages. |
|
27 |
Voluntary Resignation:
Associate may voluntarily terminate this Agreement by sending written
notice at any time for any reason. If Associate terminates this
Agreement that Associate shall not be allowed to become an Associate
again for a period of six (6) months. If Associate re-joins on-line in
violation of this policy then that Associate shall be terminated and
Associate shall not be allowed to earn any incentives from the new
position.
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|
28 |
Imposition of Penalty:
If Associate breaches any of the provisions
of this Agreement, violates any applicable law or regulation or engages
in any false, misleading or unfair trade practice, including but not
limited to, making misleading income representations or making promises
to potential Associates that cannot be kept by Associate, (herein called
"Violation") any such Violation is grounds for the imposition of
penalty, as more fully set forth hereafter. The Company may suspend
Associate, including suspension of checks earned at the time, pending
investigation of any alleged Violation. Associate shall be given notice
of the alleged Violation by e-mail, fax or other rapid method of
communication and shall have seven days thereafter to respond in writing
(verbal response will not be considered) to any alleged Violation (s),
failing which, the Company can consider the allegations to be true. (It
is Associate's responsibility to see that Company receives the response,
with supporting documentation, if any, within the seven-day period.) If
at the end of the investigation it is determined that Associate is to be
penalized, the date of the imposition of the penalty can be, at the
Company's option,
a. the date of the penalty notice,
b. the date of the notice of the alleged Violation,
c. the date on which suspension, if any, occurred, or
d. any other current date.
Checks suspended and/or earned, if any, as
of the date of a termination, shall not be paid. Any such checks not
paid shall be deemed to be liquidated damages as payment of part of the
damages suffered by Company for the Violation. Associate can request
that any decision to impose a penalty be reviewed and supply any
additional material that may bear on the matter in support thereof
within seven days after notice of the penalty is given. Company shall
then advise Associate of its final decision.
The Company shall have the
option of imposing any one or more of the following penalties for
Violations:
a. Disabling of business node of Associate;
b. Denial or revocation of any achievement awards otherwise
earned;
c. Denial of sales credit for sales that fall into the Downline
of a cross-sponsored Associate;
d. Denial of credit for sales of multiple web sites due to
falsely representing need for them;
Imposition of a fine in an amount to be determined by the Company;
and/or Termination of the Associate's Agreement.
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29 |
Jurisdiction/Venue:
This Agreement shall be construed and enforced in accordance with the laws of the State of New Delhi without reference legal principles that would cause the law of another jurisdiction to be applied. Causes of action between the parties hereto of any type, whether based on this Agreement, on fraud or any other sort, or grounded in principles of strict liability or statutes of any kind, shall be heard exclusively in a court of competent jurisdiction in New Delhi, INDIA, each party hereby submitting to the jurisdiction of such courts and expressly waiving the right to bring suit in all other courts. In any cause of action the winner shall be entitled to recovery of all court approved attorney fees, court costs and other costs of the action. |
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30 |
Addresses:
The Address for Associate shall be as is maintained in the records of The Company. The address for The Company is c/o Suite No.305-306 GaganDeep, 12 Rajendra Place, New Delhi, INDIA. Either may be changed from time to time.
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31 |
Official Languages/Definitions:
The English version of this Agreement, as maintained by The Company, is
the official version and shall control over any other language version(s)
which may be made available for ease of reference for some Associates.
As used in the materials, when the term, "sell/ enroll" and words of
similar import are used to describe the enrollment/ sales activities of
an Associate, this is an abbreviated reference to the promotional
activities of Associate with respect to sales and it is understood that
all sales are between the Company and the purchaser, not between the
Associate and the purchaser. Likewise, when the term, "recruit" and
words of similar import are used to describe the referral and recruiting
activities of an Associate, this is an abbreviated reference to the team
building activities of Associate and it is understood that the agreement
by which one becomes an Associate is between the Company and the
recruited Associate and not between the new Associate and the referring
Associate.
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32 |
Incorporation of Agreements:
If Associate has enrolled in an "Earn While You Learn Program", the User
Agreement and Acceptable Use Policy are incorporated herein as if fully
set forth. |
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33 |
Entire Agreement:
This Agreement constitutes the entire agreement between the parties on
the subject matter hereof, and no other additional promises,
representations, guarantees or agreements of any kind shall be valid
concerning such subject matter unless in writing and signed by an
authorized officer of the company. |
|
34 |
Applicant Acknowledgement:
Associate acknowledges that Associate has read, understands and agrees
to the terms set forth in this Agreement. Associate understands that
this Agreement is not in force until accepted by The Company.
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