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Authorized Seller Agreement


This agreement is made between Instad Web Services Private Limited opc also known as Adviuz (the “Company”, and Authorized Seller, and collectively, the “Parties”) for participation in Company’s Authorized Seller program. If Authorized Seller does not want to participate in the Authorized Seller program, please disregard the following agreement.


The Authorized Seller shall agree to all terms and conditions set forth in this Authorized Seller Agreement (hereinafter “Agreement”). Instad Web Services Private Limited Opc (herein referred to as Company) may, at any time, choose to edit, add and/or delete portions of this agreement and impose changes without any prior notification of its registered Authorized Seller (hereinafter “Authorized Seller ”). Instad Web Services Pvt. Ltd. (OPC) is the parent company of Adviuz; any reference to Adviuz is by incorporation a reference to Instad Web Services Pvt. Ltd. (OPC). Adviuz is an interactive way for Advertiser’s to advertise their business. is Digital pamphlets distribution platform and does not guarantee any profit or loss by using it. If Authorized Seller does not want to participate in the Authorized Seller program, please disregard the following agreement.


Authorized Seller has approached the company with his/ her own Interest to Join Authorized Seller program of the company. In this Authorized Seller Program Authorized Seller sells plans & services for the company and only after the successful sales and retention of service Authorized Seller will earn commission.


NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree on as follows:


1. Eligibility Adviuz is open to everyone who possess sales talent. Authorized Seller should have strong knowledge about digital advertising & advertising market. Authorized Seller should have valid email id, identity proof, valid address proof, valid Company Proof and active bank account. It is the responsibility of Authorized Seller, if working with some another organization to comply with their terms and conditions. We are not responsible for any consequences if raised by other organizations.


2. Promotion Material: Company shall make available to Authorized Seller an Authorized Seller kit which comprises of Advertiser catalogue, Plans and pricing sheet, company Account Information for collecting payment. Advertising Material such as presentation, demo videos will be provided by company. Authorized Seller cannot produce any promotional material at their own.


3. Use of Promotion Material: The Authorized Seller should only use Promotional Material given by the company and are strictly not allowed to use any material created by them.


  • 3.1 Authorized Seller may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials given by the company.

  • 3.2 Authorized Seller may only use the Promotional Materials for the purpose of sales for the Company.

  • 3.3 Authorized Seller will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Authorized Seller wishes to alter or otherwise modify the Promotional Materials, Authorized Seller must obtain prior written consent from Company for such alteration of modification.

  • 3.4 In case of Authorized Seller use his own material to close sales with false commitments, then company is not liable to refund the amount and Authorized Seller has to refund the amount from his own pocket.


4. License: Company hereby grants to Authorized Seller a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.


5. Intellectual Property: Company retains all rights, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Authorized Seller any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3. Company retains patents over the Business Concept, neither Authorized Seller nor any body in his relation including but not limited to his family, his relatives, his close friends can nulled the business concept. If company finds any activity relative to above mentioned scenario, company can take legal action against Authorized Seller, terminate all his earnings and Authorized Seller may have to face serious penalty slapped against this breach of condition.


6. Relationship to Parties: This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Authorized Seller. Authorized Seller shall provide services for Company as an independent contractor. Authorized Seller shall have no authority to bind Company into any agreement, nor shall Authorized Seller be considered to be an agent of Company in any respect.


7. Earnings & Benefits: Earning and benefits changes from time to time and there are listed on official website: It is the responsibility of the authorized seller to stay updated with prevailing commission rates & benefits as displayed on



8. Payments:  Visit for details about payments


9. Authorized Seller Representations and Warranties. Authorized Seller represents and warrants the following:


  • 9.1. Authorized Seller has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.

  • 9.2. Authorized Seller Seller’s is not involved in any criminal charges or have any case going on him/her. In case of website promotion by Authorized Seller the website does not contain any materials that are:

  • 9.2.1 Sexually explicit, obscene, or pornographic;

  • 9.2.2 Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);

  • 9.2.3 Graphically violent, including any violent video game images; or

  • 9.2.4 Solicitous of any unlawful behavior

  • 9.2.5 Authorized Seller has obtained any necessary clearances, licenses, or other permission for any intellectual property used by Authorized Seller Seller’s for generating sales. Nothing on Authorized Seller part infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Authorized Seller have any reason to believe that any person or entity will bring or threaten such a claim in the future.

  • 9.2.6 Authorized Seller will not use the Promotional Materials in any manner other than those set forth in Section 2 above.

  • 9.2.7 Authorized Seller will not make any claim to ownership of the concept, Promotional Materials, or of the copyright, trademark, or other intellectual property therein.

  • 9.2.8 Authorized Seller will represent only and only content mentioned in Authorized Seller kit. By no means should Authorized Seller give any wrong information about products and services to the clients. Authorized Seller has to fulfill any irrelevant promise if made at his own cost. Authorized Seller will not use Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Company’s website as specified in this Agreement. Authorized Seller will not register any domain name, business name, bank account that incorporates Company’s name, or that is confusingly similar to Company’s name.

  • 9.2.9 Authorized Seller will not engage in the distribution of any unsolicited bulk emails (spam) or any other illegal ways of marketing and sales generation.

  • 9.2.10 It is the responsibility of the Authorized Seller to coordinate with client to get design material and other important communications.


10. Indemnification. Authorized Seller shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Authorized Seller Seller’s warranties set forth in Section 7 above. Authorized Seller shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Authorized Seller of the Promotional Materials.


11. Events of Termination


COMPANY shall have the right to terminate this Agreement and the rights granted without prejudice to the enforcement of any other legal right or remedy, immediately upon giving written notice of such termination upon the happening of any of the following events:

  • 11.1 if in COMPANY ’s opinion , acting reasonably , the AUTHORIZED SELLER’s participation in COMPANY ’s initial training program hereof discloses the AUTHORIZED SELLER’s or the AUTHORIZED SELLER’s key employees’ inability to adequately manage and operate. In the event of such termination, COMPANY shall refund to the AUTHORIZED SELLER the fees, within seven (30) days after the effective date of termination, all money received from the AUTHORIZED SELLER, less COMPANY ’s reasonable costs including without limitations to costs for expenses reasonably incurred by COMPANY in connection with the granting of this rights, the negotiation and execution of this agreement and any premises and any other lease negotiations;

  • 11.2 if default shall be made in the due and punctual payment of any amount payable under this Agreement, when and as same shall become due and payable, and such default shall continue for a period of two (2) days after written notice thereof has been given to the AUTHORIZED SELLER;

  • 11.3 if the AUTHORIZED SELLER shall breach any other of the terms or conditions of this agreement or any other agreement or undertaking entered into between COMPANY and the AUTHORIZED SELLER and such breach shall continue for a period of ten (10) days after written notice thereof has been given to the AUTHORIZED SELLER;

  • 11.4 if the AUTHORIZED SELLER shall fail to observe or perform any of the rules , bulletins directives or other notices set forth in the Manual and any such failure to observe or perform same shall continue for a period of ten (10) days after notice thereof has been given to the AUTHORIZED SELLER;

  • 11.5 if the AUTHORIZED SELLER ceases or threatens to cease to carry on business , or takes or threatens to take any action to liquidate its assets , or stops making payments in the usual course of business;

  • 11.6 if the AUTHORIZED SELLER makes or purports to make a general assignment for the benefit of creditors;

  • 11.7 if the AUTHORIZED SELLER makes or purports to make a bulk sale of their assets;

  • 11.8 if AUTHORIZED SELLER shall institute any proceeding under any statute or otherwise relating to insolvency or bankruptcy , or should any proceeding under any such statute or otherwise be instituted against the AUTHORIZED SELLER;

  • 11.9 if the custodian , receiver , manager or any other person with like powers shall be appointed to take charge of all or any part of the AUTHORIZED SELLER’s undertaking, business , property or assets;

  • 11.10 if any lessor or encumbrance or any other person, corporation or entity lawfully entitled, shall take possession of any of the undertaking , business, property or assets of either the AUTHORIZED SELLER;

  • 11.11 if the AUTHORIZED SELLER shall commit or suffer any default under any contract of conditional sale, mortgage or other security instrument; in the event of the AUTHORIZED SELLER is a corporation,

  • 11.12 if an order shall be made or a resolution passed for the winding up or liquidation of either the AUTHORIZED SELLER;

  • 11.12.1 if the AUTHORIZED SELLER passes or purports to pass, or takes or purports to take any corporate proceedings to enable it to take proceedings for its dissolution , liquidation or amalgamation;

  • 11.13 if the AUTHORIZED SELLER shall lose its charter by expiration , forfeiture or otherwise; or

  • 11.14 if a distress or execution against any of the undertaking , business, property or assets of either the AUTHORIZED SELLER shall not be discharged , varied or stayed within twenty (20) days after the entry thereof or within such time period as action must be taken in order to discharge, vary or stay the distress or execution , whichever shall be the earlier;

  • 11.15 if final judgment for the payment of money in any amount in excess of Rs. 25,000 shall be rendered by any court of competent jurisdiction against either the AUTHORIZED SELLER and such judgment shall not be discharged, varied or execution thereof stayed within twenty (20) days after entry thereof or within such time period as action must be taken in order to discharge, vary or stay the execution of the judgment, whichever shall be the earlier;

  • 11.16 if the AUTHORIZED SELLER or any agent or representative of the AUTHORIZED SELLER fails to submit any report required to be furnished to COMPANY pursuant hereto within three (3) days of the date such report is due or, understates Gross Sales by more than three (3%) percent on such report; or

  • 11.17 if the AUTHORIZED SELLER materially distorts any other material information, pertaining to the Franchised Business, or fails to maintain its records in a manner which permits a determination of Gross Sales, unless the AUTHORIZED SELLER proves to the satisfaction of COMPANY that it had no knowledge of such distortion.

  • 11.18 If the franchise fails to generate adequate business as per the targets fixed by COMPANY for 3 months: and upon the death or incapacitation of the AUTHORIZED SELLER.


Effect of Termination


Upon the expiration or termination of this Agreement for any reason whatsoever, the following shall apply:

  • 11.19 the AUTHORIZED SELLER shall, immediately upon COMPANY ’S request (in order that COMPANY may protect its proprietary marks and other proprietary marks and other proprietary rights and COMPANY ’s other AUTHORIZED SELLERs), permit COMPANY or COMPANY ’s representative to cure any default by the AUTHORIZED SELLER, to operate the Authorized Seller Business for COMPANY ’s account or to secure the AUTHORIZED SELLER’s complete and timely compliance with the other obligations set forth in this section;

  • 11.20 the AUTHORIZED SELLER shall pay to COMPANY , within seven (7) days after the effective date of termination or expiration, all royalties, advertising fees and other charges then due and unpaid by the AUTHORIZED SELLER including, but not limited to COMPANY ’s costs and expenses in completing the acts specified in this section;

  • 11.21 the AUTHORIZED SELLER shall immediately discontinue the operation, COMPANY system and the use of the Marks and other proprietary rights licensed under this Agreement, and similar names and marks, or any other designations or marks associating the AUTHORIZED SELLER with COMPANY or the COMPANY The AUTHORIZED SELLER shall cease displaying and using all signs, stationery, letterheads, packaging, forms, marks, manuals, bulletins, instruction sheets, printed matter, advertising and other physical objects used from time to time in connection with the COMPANY system or containing or bearing any of the marks and other names, marks or designation, and shall not thereafter operate or do business under any name or in any manner that might tend to give the general public the impression that it is associated with COMPANY or the COMPANY system or that it is operating a business similar to the COMPANY business or that it previously conducted its business under the Marks;

  • 11.22 the AUTHORIZED SELLER shall promptly execute such documents or take such actions as may be necessary to abandon the AUTHORIZED SELLER’s use of any fictitious business name containing any of COMPANY ’s proprietary marks adopted by the AUTHORIZED SELLER and to remove (in respect to the next publication), at COMPANY ’s request, the AUTHORIZED SELLER’s listing as a COMPANY AUTHORIZED SELLER from the yellow pages, all other telephone directories and all other trade or business directories and to assign (if the business if the AUTHORIZED SELLER is being continued by COMPANY or its nominee) to COMPANY or any other party designated by COMPANY all of the AUTHORIZED SELLER’s telephone numbers and listings in connection with the Franchised Business; and Within seven (7) days after the effective date of expiration or termination, the AUTHORIZED SELLER shall return to COMPANY all copies of the manual, all other confidential material provided to the AUTHORIZED SELLER by COMPANY and all other materials required to be returned in accordance with this Agreement or the Manual.

  • 11.23 The AUTHORIZED SELLER shall return e-mail account of Company on demand or on or before termination of this agreement which shall be the property of Company, the AUTHORIZED SELLERE shall have no right, interest or claim over the said e-mail account and shall not use the same after the termination of this agreement under any circumstances, nor change the password, recovery account or any other template which are and shall remain the exclusive property of Company.



12. Competition after Termination : In the event of the expiration or termination of this agreement for any reason whatsoever, each of the Authorized seller shall not , without the prior written consent of Company , at any time during the period of 20 years from the date of such expiration or termination either individually or in partnership or jointly or in conjunction with any person or persons , firm , association , syndicate , company or syndication as principal , agent , shareholder or in any other manner whatsoever carry on, be engaged in or be concerned with or interested in or advise , lend money to , guarantee the debts or obligations of or permit its name or any part thereof to be used or employed by any person or persons , firm , associations, syndicate , company or corporation engaged in or concerned with or interested in any business competitive with or similar to the Company Business or Authorized Seller Business similar to the Company Business within the territory or anywhere else


13. Confidentiality: Any information that Authorized Seller is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Authorized Seller may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Authorized Seller obtains prior written consent for such disclosure from Company.


14. Terms: This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.


b. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 7 days prior to the intended date of termination.


15. Taxes. Company shall not be responsible for any taxes owed by Authorized Seller arising out of Authorized Seller’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Authorized Seller.


16. Limitation of Liability. Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.


17. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.


18. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.


19. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.


20. Entire Agreement. This Agreement constitutes the entire agreement between Company and Authorized Seller, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.




In the event that any party hereto is delayed or hindered in the performance of any act required herein by reason of strike, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reasons of a like nature not the fault of such party, then performance of such act shall be excused for the period of the delay and the period for performance of such act shall be extended for the period equivalent to the period of such delay , up to a maximum of three(3) months. The provisions of this section shall not operate to excuse the Authorized Seller from the prompt payment of any fee or other payment due to Company pursuant to the provisions of this Agreement.


22. Miscellaneous:


  • 22.1 This Agreement is subject to periodic change and alterations. Company will post the latest update at, by continuing to use, Authorized seller shall give their implied acceptance to the new terms of this Agreement.

  • 22.2 Company might modify its services price list, incentive program or any other aspect of the website at any time without prior notification.

  • 22.3 This Agreement will be governed by the laws of INDIA, without reference to rules governing choice of laws. Any action relating to this Authorized Seller Agreement or any products or services of company must be brought in the Provisional court in Pune and the Authorized Seller consents to the jurisdiction of such courts. Subject to that restriction, this Authorized Seller Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Company failure to enforce the Advertiser’s strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Authorized Seller Agreement.


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