Scope Of Services
The Website can be used to Send SMS (National as well as International). Also, the user can download content from the website such as Monophonic Ring tones, Picture Messages, Logos. GPRS content like Wallpapers, Screensavers, and Polyphonic Ring tones can also be downloaded for which the service message goes to user (he should have GPRS enabled on his mobile).

Terms
The agreement initially would be a period for one year unless terminated earlier, which would be extended for another year based on mutual consent. During the term, the agreement could be terminated by either party in case of any breach of the agreement terms mentioned herewith, which is incapable of being cured by giving one month (30 days) notice. However, Cellebrum will have right to terminate this agreement by giving 30 Days notice in writing at any time during the period of agreement

Relationship of Parties
Distributor would act as business associates of the Cellebrum to promote & market Cellebrum's website. This agreement would in no case entitle the Distributors as legal representatives / agent, Partnership, Joint Venture of the Cellebrum. Cellebrum will not be responsible for the act or omission of the Distributor. Affiliated websites proposed by the Distributors would be pre-approved by Cellebrum & Cellebrum would have the final authority in the selection of affiliated websites. Distributors would take the complete responsibility of ensuring that affiliated websites are not involved in any illegal or banned activities according to the respective laws of the land.

Commercial Terms - Affiliates
Cellebrum would pay its authorised Distributors a fee @ 20% of every transaction value originated from their account /Distributor reference no. by end customers irrespective of whether transaction is carried by a new customer or a repeat purchase by already registered customer. Tax shall be deducted at source as per provisions of Income Tax Act, 1961 (India)

Any end customer registering through Distributor reference would get free credits upto 20% of the credit purchased. However, the credits (including free credits) shall be reversed in case of charge back.
Cellebrum would pay the Distributors of each successful transaction originated from their account /reference net of Charge back after 90 days from the end of month in which transaction took place.

Non-Exclusivity
It is hereby agreed and clarified that, the service offered under this Agreement are non-exclusive and the both the parties shall be at liberty to enter into similar agreement with other, during the currency of the agreement.

Indemnity
The distributor shall indemnify and shall always keep indemnified the Cellebrum against all costs, actions, claims, losses, damages, suits, prosecutions, including all legal fees, which the Cellebrum may suffer or incur on account of:

a. Any breach of any statute, regulation, direction, order of standard from any governmental body/agency, or regulator applicable to the Distributor.
b. Any claim made by any third party arising out of the use of the Content Services and arising in connections with interruption or degradations of Services or including accuracy, relevance, legality and morality of Services.

The clause shall be survive the termination or expiry of the agreement.

Arbitration
Any dispute, controversy, proceedings or claim arising out of or relating to this agreement or to the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Arbitration and Conciliation Act, 1996 (India) and statutory amendment or re-enactment thereof for the time being in force. There shall be only one Arbitrator who shall be appointed by Cellebrum. The place of arbitration shall be Delhi, India and the language to be used in the arbitral proceedings shall be English. The award of the arbitrator as the case may be shall be final and binding on the parties.

Jurisdiction
Subject to the provision of negotiation and arbitration set out hereinabove, any claim, dispute or difference whatsoever arising between the Parties out of or relating to the construction, scope or effect of this agreement shall be submitted to non exclusive jurisdiction of the Court of Delhi, India. This Agreement shall be governed and construed exclusively in accordance with the law of India.