PUBLISHER AGREEMENT

This Publisher Agreement (“Agreement”) is made between you (“You”) and Informatica Group (IGDB Solutions Private Limited) (“Informatica Group”/”We”/”Us”). This Agreement outlines the terms and conditions governing advertising and commission arrangements between You and Us.

Background

Both parties desire to establish the general terms and conditions that will govern advertising and commission arrangements between You and Us.

Terms and Conditions

In consideration of the promises set forth below, each party agrees as follows:

1. Offers and Engagements

1.1. From time to time, We may offer specified commissions in return for certain advertising services leading to a Qualifying Link (defined below).

1.2. If You accept one of our offers, we will have entered into an “Engagement.” Each Engagement shall be governed by the terms and conditions of this Agreement and any additional terms that We make available. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern.

1.3. At any time we may, with or without notice:

• Implement new rules that may apply to any offers or Engagements;
• Change, suspend, or discontinue any aspect of an offer or an Engagement;
• Remove, alter, or modify any graphic or banner ad that we have submitted for an offer or an Engagement. You agree to promptly implement any request from Us to discontinue your participation or otherwise remove, alter, or modify any such content, graphic, banner ad, or other method of promotion.

2. Your Responsibilities

2.1. You agree to comply with all applicable laws.

2.2. You agree that the position, prominence, and nature of links on Your site shall comply with any and all requirements specified in the Engagement.

2.3. You agree not to make any representations, warranties, or other statements concerning Us, Our site, our partners, any of Our products or services, or Our site policies, except as expressly authorized by the Engagement.

2.4. You are responsible for notifying Us of any malfunctioning of the URLs specified in the Engagement (the “Required URLs”) or other problems with Your participation in the Engagement. We will respond promptly to all concerns upon receipt of Your notification.

2.5. You agree to comply with the Federal Trade Commission guidelines regarding online advertising and any other applicable laws and regulations in the countries where the Qualifying Links are intended to be used.

3. Commissions & Eligibility Requirements

3.1. We agree to pay You the commission specified in the Engagement if We sell to a visitor to Our site (a “Customer”) a product or service that is the subject of the Engagement and if that Customer has accessed Our site and purchased the product or service via a Qualifying Link. Any commission paid hereunder will be based on net sales; We will deduct any and all third-party distributioncosts, discounts, or applicable taxes from gross sales receipts to arrive at our net sales figures. Unless otherwise indicated, all payments will be in Indian Rupees (INR) and made to You in accordance with our payment policies. Informatica Group is not liable for any errors or delays in the processing of payments. The party receiving payment will be responsible for any bank charges assessed by the recipient’s bank. Informatica Group may withhold and offset against its current or future payment obligations under this Agreement, or require You to return within 30 days of any invoice, any overpayments previously authorized. Cancellation adjustments will be applied on an ongoing basis for orders canceled by our customers in accordance with our refund policies. Each party will be responsible for the payment of all federal, state, and local sales, use, value-added, or other taxes that are levied or imposed on it by reason of the transactions under this Agreement (other than for taxes based on the other party’s income or as set forth above). If a party is required to pay any such taxes for which the other party is responsible, then the taxes will be billed to and paid by such other party.

3.2. A “Qualifying Link” is a link from Your site to Our site using one of the Required URLs or any other URL provided by Us if it is the last link to Our site that the Customer uses during a Session where a sale of a product or a service to Customer occurs. A “Session” is the period of time beginning from a Customer’s initial contact with Our site via a link from Your site and terminating at the earlier of:

• The number of Return Days specified;
• When the Customer either returns to Our site via a link from a site other than Your site;
• When the Engagement expires or is otherwise terminated;
• Such other duration as may be specified by Us.

3.3. We shall have the sole right and responsibility for processing all orders made by Customers. You acknowledge that all agreements relating to sales to Customers shall be between Us and the Customer.

3.4. All determinations of Qualifying Links and whether a commission is payable will be made by Us and will be final and binding. Prices for the products will be set solely by Us in Our discretion.

3.5 We reserve the right to determine which Publishers are qualified to participate in our program(s), as well as modify, add to or change eligibility requirements at our sole discretion. Except as otherwise may be provided in the Engagement, We do not allow Publishers to promote our offers via paid search advertising, downloadable software applications, toolbar-based services, or Business-to-Business (B2B) advertising. We reserve the right to immediately cancel this Agreement and our engagement with You, if you fall into one of our prohibited categories during the Term.

3.6 We do not allow Publishers to discriminate based on personal attributes including race, ethnic origin, religion, beliefs, age, sexual orientation or practices, gender identity, disability, medical condition (including physical or mental health), financial status, or criminal record. We do not allow Publishers to create offensive content, which includes but is not limited to dangerous, derogatory, hateful content; bullying; acts of violence; adult, pornographic, or other explicit content; dangerous products and/or services; alcohol, tobacco, illegal and/or recreational drugs and drug paraphernalia; weapons and weapon accessories; gambling; or criminal activity and extortion. Deeming content as offensive or discriminatory is at our sole discretion. We reserve the right to immediately cancel this Agreement and our engagement with You if you are in breach of this section during the Term, and the decision of Informatica Group is final in this regard.

3.7 Talent acknowledges and agrees to take no action, which in the opinion of Informatica Group is intended, or would reasonably be expected, to disparage, reflect poorly on or otherwise lead to unwanted or unfavorable publicity to Us or our partners.

4. Ownership and Licenses

4.1. Each party owns and shall retain all rights, title, and interest in its names, logos, trademarks, service marks, trade dress, copyrights, and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights, and proprietary technology currently used or which may be developed and/or used by it in the future.

4.2. Subject to Your continued compliance with the terms of this Agreement, We grant You a limited, revocable, non-exclusive, worldwide (subject to applicable laws) license to use, reproduce and transmit the name, logos, and trademarks of Informatica Group and its approved partners, as designated in the Engagement or during the registration process, on Your site solely for the purpose of creating links from Your site(s) to Our site(s) or to promote an eligible product or service to prospective Customers during Engagements. Except as expressly set forth in this Agreement or permitted by applicable law, You may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You may not sublicense, assign, or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment, or transfer is void. Subject to Your continued compliance with the terms of this Agreement, Informatica Group will grant You a revocable, limited non-exclusive license to access Informatica Group’s Catalog API, solely to make Informatica Group course description information available to end users through Your Site.

4.3. You grant Us a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic, banner ad, or promotional content published by You solely for co-branding purposes or as a return link from Our site(s) to Your site(s). We will remove such graphic or banner ad upon Your request.

5. Confidentiality

5.1 During the course of Your performance of services for Us, You will receive, have access to and create documents, records, and information of a confidential and proprietary nature to Informatica Group. You acknowledge and agree that such information is Informatica Group’s asset, is not generally known to the trade, is of a confidential nature, and, to preserve the goodwill of Informatica Group and its clients, must be kept strictly confidential and used only in the performance of Your duties under this Agreement. You shall not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except as otherwise directed by Informatica Group in the course of Your performance of services under this Agreement, and thereafter only with the written permission of Informatica Group. Upon termination of this Agreement or upon the request of Informatica Group, You will return to Informatica Group all of the confidential information, and all copies or reproductions thereof, which are in Your possession or control.

6. Termination

6.1. Either party may terminate any Engagement at any time by providing written notice to the other party. Termination of an Engagement shall not terminate this Agreement or any other Engagement.

6.2. Either party may terminate this Agreement at any time, for any reason, provided that they provide at least seven days’ prior written notice of such termination to the other party. Termination of this Agreement shall also terminate any outstanding Engagements. However, all rights to payment for transactions occurring prior to termination, causes of action, and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.

6.3 Notwithstanding Section 6.2 above, We may terminate this Agreement immediately if You are in breach of any provision of the Agreement and fail to cure that breach, if You act fraudulently, or if You cease Your business operations or become subject to insolvency proceedings. In the event of termination in accordance with this Section, any and all payment obligations shall immediately cease.

6.4 Upon termination of this Agreement:

• All rights granted and obligations incurred by one party to the other that are intended to cease upon termination will cease immediately;
• Upon request, each party will promptly return or destroy all confidential information of the other party.

7. Representations

7.1. Each party represents to the other that:

• It has the authority to enter into this Agreement and sufficient rights to grant any licenses granted hereby;
• Any material which is provided to the other party and displayed on the other party’s site will not:
  o Infringe on any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or right of publicity or privacy;
  o Violate any applicable law, statute, ordinance, or regulation;
  o Be defamatory or libelous;
  o Be lewd, pornographic, or obscene;
  o Violate any laws regarding unfair competition, anti-discrimination, or false advertising;
  o Promote violence or contain hate speech;
  o Contain viruses, trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines.

7.2. EXCEPT FOR THE ABOVE REPRESENTATIONS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. Indemnification

8.1. You agree to indemnify, defend, and hold Us, our directors, officers, employees, and agents, from and against any and all liability, claims, losses, damages, injuries, or expenses (including settlement costs and reasonable attorneys’ fees) brought by a third party, arising out of Your breach, or alleged breach, of any of Your representations or obligations hereunder.

9. Limitation of Liability

9.1. Excluding the damages that arise out of the obligations set forth in Section 7, In no event shall Informatica Group be liable to You for any direct, indirect, special, exemplary, consequential, or incidental damages, even if informed of the possibility of such damages.

10. General

10.1. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.

10.2. This Agreement has been made in and shall be construed and enforced in accordance with the laws of India. Any action to enforce this Agreement shall be brought in the federal or state courts located in Ahmedabad, Gujarat, India. If you need to send official correspondence, send it via registered mail to Our headquarters to the attention of Our legal department.

10.3. By accepting any offers, You agree that you will be deemed to have executed and will be bound by this Agreement.

10.4. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

By participating as a Publisher, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.