COHESIVE AFFILIATE PARTNER PROGRAM TERMS AND CONDITIONS

Created on 17th June 2023

Cohesive Affiliate Partner Program (“Affiliate Program”) is made available to you (“You”, “Your”/ “Affiliate”) through our Platform. Reference to the term “Affiliate” shall include any individual, or entity applying to or participating in the Affiliate Program.

When we speak of “Cohesive”, “we”, “us”, and “our”, we collectively mean Unacademy INC – a company incorporated in the State of Delaware, USA and its affiliates.

Access to and participation in our Affiliate Program is subject to the following terms and conditions (“Affiliate Terms”). By participating in our Affiliate Program, You acknowledge that You have read, understood, and agree to be legally bound by the terms and conditions of these Affiliate Terms along with the Cohesive’s Terms of Service, Privacy Policy and any other terms and conditions updated on the Platform or communicated to You from time to time (“Platform Terms”). These Affiliate Terms, Platform Terms and any other agreement or arrangement as may be communicated to you in writing(emails included) collectively form your agreement with Cohesive in respect of your association with us as an Affiliate(“Affiliate Agreement”). Please take the time to read our Platform Terms. If You do not agree to any, then please do not participate in our Affiliate Program or use our service.

Further, we may use third-party platform(s) to track the conversion and Affiliate performance, including specific referrals and commissions earned through the Affiliate Program (“Affiliate Platform”) and accordingly, You will be subject to the terms and conditions of such Affiliate Platform(s). Your acceptance of these Affiliate Terms shall be deemed as acceptance of such Affiliate Platform terms. Hence, we suggest that You kindly take the time to read such Affiliate Platform terms prior to signing up as an Affiliate.

Capitalized terms not defined in these Affiliate Terms shall have the meaning set forth in our Platform Terms.

We may change these Affiliate Terms from time to time and will post any changes on the Platform or notify You via email, at our option, as soon as such changes are in effect.

Eligibility and Participation: Participation in the Affiliate Program is voluntary, and to participate in the Affiliate Program–

You must be at least 18 years of age.
You must register Yourself as an Affiliate through Cohesive’s Affiliate signup page at https://cohesive.firstpromoter.com/(“Cohesive Affiliate Page”). Once registered as an Affiliate, a referral link which is unique to Your affiliate account will be made available to You (“Referral Link”).
You are required to write to team@cohesive.so with a list of the websites, platforms or any other social media channels where you wish to promote Cohesive, publish the Referral Link and a mock up of the promotional campaign(s) containing the Referral Link, you wish to run and which you would be sharing with your friends and followers and obtain approval from Cohesive for the same (“Approved Promotions”). You may refer friends, followers, or anyone by sharing with them the Referral Link only after obtaining approval from Cohesive for the same.

Please note that we will always have the right to reject Your application or terminate Your access to the Cohesive Affiliate Page/Your account therein, if any promotions conducted by you are not Approved Promotions and/or if we determine (in our sole discretion) that Your promotional methods are not suitable for the Affiliate Program for any reason, including, but not limited to, its inclusion of content that is unlawful or otherwise violates our Platform Terms.

Referrals:

Qualified Referrals:

The Referral Link when accessed will redirect the person accessing the same to Cohesive’s signup page at https://cohesive.so/. So, once a person registers on the Platform by clicking on/through Your Referral Link, as part of an Approved Promotion, such person shall be considered as a “Referred User” made by You. When a Referred User has successfully purchased a subscription plan on the Platform within 60 (sixty) days of signing up on the Platform, such Referred User shall be deemed as Your “Qualified Referral”; determination of ‘Qualified Referral’ shall also be subject to any terms made available during Your Affiliate signup or otherwise on the Platform or as communicated to You byCohesive in writing (emails included).
Please note that Referral Links are unique to each Affiliate, and we use cookie-based tracking to identify Your Qualified Referrals which is enabled through the Referral Links. Our cookies are valid for sixty (60) days and a Qualified Referral is attributed to You on a last click basis, which means clicking the Referral Link before signing up will overwrite any other affiliate cookie currently in the system. Also, deleting cookies after clicking the Referral Link (but before signing-up or paying-up) disables tracking and monitoring these clicks and any sale they may lead to.

For example:If Ram clicked on the Referral Link made available on Affiliate A’s website, but then failed to register as a Creator on the Platform and later, Ram clicks on another Referral Link made available on Affiliate B’s website, registers himself on the Platform as a Creator, then Ram shall be considered as Affiliate B’s Referred User since this was the most recent cookie to get tracked by our system, and Affiliate B shall be entitled to Referral Rewards(defined below)when Ram ‘successfully purchases a subscription plan on the Platform’ (as explained below).

A ‘Qualified Referral’ does NOT include the following:

Self-Referrals shall not be deemed as a Qualified Referral and Referral Rewards are not valid or payable for Self-Referrals. So, if Your personal/company details, including but not limited to, last name, email address, IP address or website details, are the same as Your Qualified Referral(s), then such referral will be deemed as a “Self-Referral”. Cohesive, in its sole discretion, will determine the classification of any referral as a “Self-Referral”.
Referrals made to any existing Cohesive Users shall not be deemed as Qualified Referrals; only a new user registering on the Platform using Your Referral Link through an Approved Promotion shall be considered as Your Qualified Referral.
If a Referred User initiates cancellation or any refund of the subscription on the Platform within 30 (thirty) days from the date of purchase of the subscription on the Platform, then such Referred User shall not be deemed as a Qualified Referral, and You shall not be entitled to any Referral Rewards in respect of such Referred User.
No referral by You shall be considered as a Qualified Referral, if Cohesive suspects any fraudulent activity by You to increase Your Qualified Referrals, including without limitation, the use of any software that generates real and fictitious information, multiple accounts from the same Referred Users, or any activity that does not comply with the Affiliate Terms and/or the Platform Terms. In these cases, Cohesive shall also have the right to terminate Affiliate’s account and access to the Platform at its sole discretion.
Where a Referred User receives or was offered coupons, refunds, credits or discounts by You to purchase a subscription plan on the Platform and such offering was a not authorised by Cohesive, then such purchase by the Referred User shall not amount to a Qualified Referral.
If it is found by Cohesive that You have adopted marketing practices in contravention to these Affiliate Terms or that we deem to be unethical or are likely to attract fraudulent signups, then such Referred Users shall not be deemed as Qualified Referrals.
If it is found by Cohesive that the Referral Link used by the Referred User who purchased a subscription, was not a part of an Approved Promotion, then such Referral Users shall not be deemed as Qualified Referrals.
Any referral that is deemed to be in contravention of these Affiliate Terms, Platform Terms and/or any other terms as communicated to You by Cohesive in writing (emails included) at the sole discretion of Cohesive, shall not be deemed as a Qualified Referral.

Marketing:

You shall bear Your own costs and expenses related to marketing and promoting Cohesive. Cohesive is not obligated to reimburse or credit You for any marketing expenses, unless it has been specifically agreed by Cohesive in writing(emails included)
You hereby represent and warrant that Your marketing practices do not violate any of the following restrictions. Affiliates shall -

Not advertise Cohesive as a free product.
Not make any false, misleading, or disparaging statements with respect to Cohesive, its employees, its customers, its Affiliates, its Services(as defined under the Platform Terms), or the Affiliate Program.
Not use traffic that is generated by, including, but not limited to, pay to click, pay to read, banner exchanges, click exchanges, cost-per-view advertising, pop-up/under, spam, purchased traffic, or similar methods without prior written consent from Cohesive.
Not use cookie stuffing techniques that set the tracking cookie without the potential customer actually clicking on the Affiliate’s Referral Link.
Be responsible for ensuring their tracking codes are working properly before sending traffic to Cohesive’s servers. Any modification to the Referral Links is the sole responsibility of the Affiliate. Referral Rewards may be withheld, at Coheisve’s sole discretion, for tracking errors caused by editing, masking, redirecting or tampering with Referral Links.
Not create websites or advertisements that copy, imitate, or resemble the look and feel of Cohesive’s Services.
Not engage in domain forwarding (i.e., purchasing a domain and setting it to forward directly to Cohesive’s website using a Referral Link).
Not engage in the advertisement of business-opportunity websites or use marketing practices that attract fraudulent or short-term customers.
Not engage in any marketing activity that may harm the reputation or credibility of Cohesive, including but not limited to using low-quality marketing materials, or seek approval to advertise on any website that, you are aware, promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal activities, or violates the intellectual property or other rights of a third party.
Include a physical mailing address and unsubscribe information for any marketing email sent promoting Cohesive’s Services.
Communicate clearly that they, not Cohesive, are the sender of all marketing communications related to the promotion of Cohesive’s Services as part of the Affiliate Program.
Not engage in any marketing or promotional activities that violate applicable laws, rules, or regulations.
Not market using facsimile, broadcast, telemarketing, text message marketing, or other offline marketing methods regarding Cohesive and/or its Services without the express written consent of Cohesive.
Not use malware or spyware to market or promote Cohesive’s Services.

Coupons and Promotional Codes:Affiliates may only use coupons and promotional codes that are provided exclusively through the Affiliate Program. We do not provide any rewards or incentives to Referred Users, and Cohesive reserves the right to cancel any and all Referral Rewards where it finds evidence of any activity run by You that claims or otherwise communicates offering of rewards or incentives to Referred Users by Cohesive. Further, we do not encourage offering such incentives or rewards by Affiliates to promote the use of their Referral Links in any manner.
Prohibited Activities:

Except as permitted herein, You shall not and are not authorized to –

Use Cohesive’s trademark or other intellectual property, including without limitation, the Referral Links (collectively,“Cohsive’s Intellectual Property” or “Cohesive’s IP”) without Cohesive’s express prior written permission;
Use Cohesive’s name (or any variation or misspelling thereof or other terms that are confusingly similar to any of the foregoing) in a domain name, any metatags, advertising, search terms, code, or otherwise; or
Act in any way that causes or could cause any confusion concerning the source of, or Your association with Cohesive’s Services. Your use of Cohesive’s IP in any manner, other than as expressly permitted hereunder and/or as communicated to You by Cohesive in writing(emails included) shall constitute infringement of Cohesive’s IP rights and Cohesive shall have the right to enforce its rights against You which may subject You to liabilities including without limitation to pay Cohesive’s legal fees and costs.

You are prohibited from bidding on any Cohesive trademarks, or any variations and misspellings thereof. For example- cohisive.so, coheseve.so, cohesiveai.com or any other similar marks.
You are prohibited from bidding on keywords containing Cohesive trademarks plus an additional term such as [Cohesive coupons], [Cohesive promotions], and [Cohesive promos]. Further, Affiliates are NOT permitted to broad or phrase match any of these keywords.
You are prohibited from outranking Cohesive's internal paid search ad on any keywords.
You are prohibited from direct linking to the Platform from any paid search ads.
You are prohibited from using https://cohesive.so/ as a display URL.

If You are determined to be in violation of this section Your participation in the Affiliate Program may be terminated. For more information on match types, please visit Google's overview of match types.

Referral Rewards and Payment:

Referral Rewards:

You will be entitled to receive a commission from Cohesive for every Qualified Referral, i.e., when Your Referred User has successfully purchased a subscription plan on the Platform through an Approved Promotion, You will be entitled to receive a percentage commission from Cohesive(“Referral Rewards”) on the first such payment made by the Referred User ; a ‘successful purchase of a subscription plan on the Platform’ shall mean when Cohesive has received the payment from the Qualified Referral, without any cancellations or refund claims.
Any failure on Your part to display, share or link the correct Referral Link shall not be the responsibility of Cohesive.
The percentage of the Referral Rewards shall be as specified on the Platform or as communicated to You in writing by Cohesive(emails included).
The duration for which these Referral Rewards are offered, are as detailed out on the Platform and/or as communicated to You in writing(emails included). The Referral Rewards may vary from time to time at Cohesive’s sole discretion, unless otherwise specifically communicated to You in writing(emails included).

Payment:

For every Qualified Referral You shall be entitled to Referral Rewards and to calculate the Referral Rewards accrued by You, we will track the Qualified Referrals generated by You through Your Referral Link using the Affiliate Platform; we will make this information available to You on Your Affiliate dashboard on the Platform. To permit accurate tracking, reporting, and commission accrual, You must ensure that the Referral Links are properly formatted and made available to Your customers/users. Further, please note the below-

Referral Rewards will be calculated based on the percentage specified on the Platform and/or as communicated to You in writing by Cohesive(emails included), subject to these Affiliate Terms.
Referral Rewards will be processed approximately forty-five (45) to seventy (70) days after the end of the month in which they accrue, unless otherwise specifically agreed between You and Cohesive in writing(emails included).
Cohesive will only compensate You for Qualified Referrals made in accordance with the terms of these Affiliate Terms and other terms as may be communicated to You in writing(emails included).
Referral Rewards shall be paid based on the current information provided in Your Affiliate dashboard on the Platform. In case of any changes, it shall be Your sole responsibility to update the information in Your dashboard, and Cohesive shall not be liable for the same.
You must have accrued a minimum of $100 (One Hundred US Dollars) or its equivalent in Indian Rupees or such other amount as may be specified on the Platform, for us to disburse Your Referral Rewards.
Your payment of the Referral Rewards shall be processed only upon Your submission of the required ‘Know Your Customer’ (KYC) documents, relevant invoices, and any other tax-related documents as may be required by Cohesive.
In the event you did not provide KYC documents or any other information requested by Cohesive, in order to process and disburse the Referral Rewards, within 90 (ninety) days of such request, you will not be eligible to claim the entire amount of Referral Rewards accruing to you. Your eligibility to claim Referral Rewards accruing to you, if any, for a period preceding 90 days from the date you provided adequate details, shall lapse i.e, only Referral Rewards accruing to you in the last 90 (ninety) days shall be considered for any payout to you and Cohesive will not be liable for the same.
It is hereby clarified that the Referral Rewards shall be inclusive of all applicable taxes and subject to deduction of applicable taxes. Cohesive shall not be responsible to pay any taxes on the Referral Rewards in any manner.
Cohesive reserves the right to withhold payment of Referral Rewards to Affiliates who have referrals that are in contravention of these Affiliate Terms and/or any terms as may be communicated to You in writing(emails included).

Cohesive reserves the right to immediately cancel or withhold for later review any Referral Rewards that fail to meet the criteria of a ‘Qualified Referral’. You are responsible for monitoring the payment, denial, and withholding of Referral Rewards; Cohesive is not obligated to actively notify You of the status of the Referral Rewards outside the Affiliate Platform. If Affiliate has a question about a Referral Reward that has been cancelled or withheld, Affiliate has thirty (30) days from the day the payment would have been due to contact Cohesive to request that the Referral Reward be paid. Any changes to decisions about cancelled or withheld Referral Reward are strictly made in Cohesive’s sole discretion.

IP Licenses and Use:

Subject to the limitations set forth in these Affiliate Terms, we grant You a non-exclusive, non-transferable, non-assignable, revocable license to (i) provide access to Cohesive’s website through the Referral Links solely in accordance with these Affiliate Terms; and (ii) use Cohesive’s IP for the sole purpose of promoting Cohesive’s Services as per the Approved Promotions in accordance with these Affiliate Terms and/or any terms as may be communicated to You in writing(emails included).

You shall not alter, modify, or change Cohesive’s IP in any way or use Cohesive’s IP in any manner that is disparaging or that otherwise portrays Cohesive, any Cohesive employee, representative or customer in a negative light. You are only entitled to use Cohesive’s IP in compliance with the terms of these Affiliate Terms, Platform Terms and/or any terms as may be communicated to You in writing(emails included).

Your license to use Cohesive’s IP shall immediately terminate upon the termination of Your participation in the Affiliate Program for any reason. We reserve all of our rights in Cohesive’s IP and Your license to use Cohesive’s IP is limited to the manner described herein.

Representations and Warranties:

You hereby represent and warrant to us as follows:

You have reviewed and understood these Affiliate Terms and agree to be bound by its terms.
Your acceptance of these Affiliate Terms and participation in the Affiliate Program will not violate (i) any provision of law, rule, or regulation to which You are subject, (ii) any order, judgment, or decree applicable to you or binding upon Your assets or properties, (iii) any provision of Your by-laws or certificate of incorporation, or (iv) any agreement or other obligations, contractual or otherwise, with/to any person, or entity.
During the Term, You will not make any changes or edit/add/modify the Approved Promotions to include any content that is, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or in violation of these Affiliate Terms and/or the Platform Terms. Any alterations to the Approved Promotions, including any addition of social media channels, websites where the promotions will be run, would need to be approved again by Cohesive.
You are at least eighteen (18) years of age.
Each Qualified Referral is valid, genuine, and unique and meets the criteria of Referral Rewards as provided in these Affiliate Terms.

Term and Termination:

These Affiliate Terms, and/or any terms as may be communicated to You in writing (emails included) are effective upon Your submission of an application or registration to the Affiliate Program on the Platform and shall remain in effect until either party terminates Your participation in the Affiliate Program (the“Term”). Your participation in the Affiliate Program may be terminated at any time by either party, with or without notice or cause.
You are only eligible to earn Referral Rewards on Qualified Referrals occurring during the Term. Referral Rewards earned prior to the date of termination will be eligible for payment only if the subscription purchases on the Platform are not cancelled/suspended within thirty (30) days and comply with all of these Affiliate Terms. We may withhold Your final payment of Referral Rewards for a reasonable time to ensure that all Qualified Referrals are valid and payment from Referred Users are legitimate as determined by Cohesive in its sole discretion.
Any Affiliate who violates these Affiliate Terms, Platform Terms, any terms as may be communicated to You in writing (emails included), or any applicable law or regulation will immediately forfeit any right to any and all accrued, but not yet received, Referral Rewards and such Affiliate’s access to the Platform and/or Affiliate Page shall be forthwith terminated.
Cohesive reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this their access to the Platform and/or Affiliate Page, at any time for any reason, in Cohesive’s sole discretion.

Indemnity and Release:

You agree to indemnify and hold harmless Cohesive and its successors and assigns and all of their respective officers, directors, subsidiaries, affiliates, agents and employees, from any claims, liability, judgments, awards, losses, obligations, costs, expenses or fees (including reasonable attorneys’ fees), demands, or actions made by any third party or penalty imposed due to or arising out of Your breach of these Affiliate Terms, Platform Terms, any terms as may be communicated to You in writing (emails included), and/or any document incorporated herein by reference, and/or arising out of any claim that content provided by You caused damage or loss to a third party, or Your violation of any law, rules, regulations or the rights of a third party.

Office of Foreign Asset Control (“OFAC”):

You represent and warrant that You are not, nor are You owned or controlled directly or indirectly by, any person, group, entity or nation named on any list issued by the Department of the Treasury's Office of Foreign Asset Control ("OFAC" ), or any similar list or by any law, order, rule or regulation or any Executive Order of the President of the United States, including Executive Order 13224, as a "Specially Designated National and Blocked Person", terrorist, or other banned or blocked person (any such person, group, entity or nation being hereinafter referred to as a ("Prohibited Person"); (ii) You are not (nor are You owned or controlled, directly or indirectly, by any person, group, entity or nation which is) acting directly or indirectly for or on behalf of any Prohibited Person; (iii) You (and any person, group, or entity which You control, directly or indirectly) have not conducted nor will conduct business nor have engaged nor will engage in any transaction or dealing with any Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation, including, without limitation, the making or receiving of any contribution of funds, good or services to or for the benefit of a Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation; (iv) You are not prohibited by any sanctions program as maintained by OFAC from transacting with Cohesive, including those sanctions programs currently in effect with respect to Cuba, Iran, North Korea, Syria, Venezuela, or Crimea. In connection with the foregoing, it is expressly understood and agreed that the representations and warranties contained in this subsection shall be continuing in nature.

Governing Law and Jurisdiction:

Your Affiliate Agreement shall be governed by and construed in accordance with such laws and jurisdiction as provided under the Platform Terms. To clarify, the laws and jurisdiction as may be applicable to Users (defined under the Terms of Service) shall similarly apply to the Affiliates..

General Provisions:
1. Modification, Amendment or Termination:Cohesive may, in its sole discretion, modify or revise these Affiliate Terms, and You agree to be bound by such modifications or revisions. Your continued use of Your Affiliate account on the Platform post any modification of these Affiliate Terms shall be taken as Your consent and acceptance to such modifications. Nothing in these Affiliate Terms shall be deemed to confer any third-party rights or benefits. You are advised to check our Platform and the Affiliate Page frequently to see recent changes and to keep Yourself updated with the most recent updates.
2. Force Majeure: Cohesive shall not be liable for failure to perform, or the delay in performance of, any of its obligations if, and to the extent that, such failure or delay is caused by events substantially beyond the its control, including but not limited to acts of God, acts of the public enemy or governmental body in its sovereign or contractual capacity, war, terrorism, floods, fire, strikes, epidemics, civil unrest or riots, power outage, and/or unusually severe weather.
3. Miscellaneous: If any part of these Affiliate Terms is found to be unlawful, void or unenforceable, that part of these Affiliate Terms will be deemed severable and will not affect the validity and enforceability of any remaining provisions. Any notice required to be given in connection with the Platform shall be in writing and sent to the registered office of Cohesive. We do not guarantee continuous, uninterrupted or secure access to the Platform, and operation of the Platform may be interfered by numerous factors outside our control. Headings are for reference purpose only an on no way define, limit, construe or describe the scope or extent of such section. Out failure to act with respect to any breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
Contact Us:

If You’ve have concerns or queries regarding the Affiliate Agreement, You may write to us by email at legal@cohesive.so or by post to:

Unacademy Inc.
c/o Vistra (Delaware) Ltd.,
3500 South Dupont HWY,
Dover, Kent,
Delaware- 19901