Affiliate Program Operating Agreement

Updated: March 2019

This Affiliate Program Operating Agreement (“ Operating Agreement ”) contains the terms and conditions that govern your participation in the Affiliate Program (the “ Program ”). “ We ”, “ us ” or “ our ” means GoAffPro.com and the Partner Website. “ You ” or “ your ” means the applicant. A “ Site ” means a website. “ Partner Site ” means the e-commerce/retail partner using the goaffpro Affiliate Tracking Software. “ Your site ” means any site(s), any software application(s) and any Mobile Application (as defined below) that you link to the partner site. “ Advertising Fees ” means commissions earned for a successful, verified sale of a product on the partner site by a customer using your referral link.

BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM AFTER OUR POSTING OF A CHANGE NOTICE, A REVISED OPERATING AGREEMENT OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER WEBSITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRE TO PARTICIPATE IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, WARRANTY OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LEGALLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. FURTHERMORE, IF THIS OPERATING AGREEMENT IS AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON ACCEPTING THIS OPERATING AGREEMENT ON BEHALF OF SUCH COMPANY OR ENTITY REPRESENTS AND WARRANTS THAT SHE IS AUTHORIZED AND CAPABLE OF BINDING WHETHER COMPANY OR ENTITY IN THIS OPERATING AGREEMENT.

1. Program Description

The purpose of the Program is to enable you to advertise Products on your site and earn advertising fees OR commissions for Qualifying Purchases (defined in Section 7) made by your end users. A “Product” is any item sold on the Partner Website, except for products explicitly defined herein as Excluded Products (collectively, “ Excluded Products ”). The Product may also include certain services, if any, expressly included in the Affiliate Program's commission schedule. To facilitate your advertising of the Products, we may make available to you data, images, text, link formats, widgets, links and other linking tools, and other related information. with the Program (“Content”). The content specifically excludes any data, images, text or other information or content relating to the products offered on a site other than the partner site.

2. Registration

To begin the registration process, you must submit a complete and accurate program application. You must identify your site in your request. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application in our sole discretion, including if we determine that your site is not suitable. Inappropriate sites include those that:

(a) promote or contain sexually explicit material;

(b) promote violence or contain violent material;

(c) promote or contain libelous or defamatory material;

(d) promote discrimination or employ discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation or age;

(e) promote or engage in illegal activities;

(f) include any trademark of GoAffPro, its partner sites or its affiliates, or a variation or misspelling of a trademark of GoAffPro, its partner sites or its affiliates, in any domain name, subdomain name or in any username, group name, or other identifier on any social networking site; Or

(g) otherwise violate intellectual property rights.

If we reject your application, you can reapply at any time. However, if we accept your application and later determine that your site is not suitable, we may terminate this Operating Agreement at any time in our sole discretion.

You will ensure that the information contained in your Program application and otherwise associated with your account, including your email address and other contact information and site identification, is complete, accurate and current at all times. We may send notices (if applicable), approvals (if applicable) and other communications relating to the Program and this Operating Agreement to the email address then currently associated with your Program account. You will be deemed to have received all notices, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

3. Links on your site

After you are notified that you have been accepted into the program, you can display special links on your site. “ Special Links ” are links to the Partner Site that you place on your Site pursuant to this Operating Agreement, that properly use the “special link formats” that we provide, and that comply with the Linking Program requirements. affiliation. Special links allow for accurate tracking, reporting and accrual of advertising fees.

You may earn advertising fees only as described in Section 7 and only with respect to activity on the Partner Site occurring directly through Special Links. We will have no obligation to pay you any advertising fees if you fail to properly format links from your site to the partner site as special links, including to the extent that such failure may result in a reduction in the amounts of the advertising costs that would otherwise be paid. to you under this Operating Agreement.

If you wish to include Special Links in a software application designed and intended for use on mobile phones, tablets or other portable devices (“ Mobile Application ”), you must include the name of the Mobile Application and the link to your Mobile Application in your program application. The suitability and other requirements of this Section 3 and the Mobile Application Policy will apply to Mobile Applications. We will evaluate your application and notify you of its acceptance or rejection. An Accepted Mobile Application will be an “Approved Mobile Application” for the purposes of this Agreement.

Special links displayed in approved mobile applications may be provided by the Affiliate API or Partner API (“ Affiliate API ”) or the Product Advertising API, including any special links displayed in a embedded web browser and must use the Affiliate ID assigned to you by us. expressly for your Approved Mobile Applications.

4. Program Requirements

By participating in the Program, you agree to comply with the Affiliate Program participation requirements and all pages, schedules, policies, guidelines and other documents and materials referenced in this Operating Agreement (collectively, the “Operational Documentation”). ) .

You will provide us with any information we request to verify your compliance with this Operating Agreement or any Operational Documentation. If we determine that you have failed to comply with any requirement or restriction described on the Associates Program Terms of Participation page or other operational documentation or have otherwise violated this Operating Agreement, we may (in addition any other rights or remedies available to us: (a) withhold all advertising fees owed to you under this Operating Agreement; (b) close any other accounts you may have or may open in the future, without payment of any advertising fees; (c) terminate this Operating Agreement; or (d) take all of the above actions. Additionally, you agree that we:

• send you program-related emails from time to time;
• monitor, record, use and disclose information about your site and visitors to your site that we obtain in connection with your display of special links (for example, that a particular customer clicked on a special link on your site before purchase a product on the partner Site) in accordance with the Privacy Notice; And
• monitor, crawl and otherwise investigate your Site for compliance with this Operating Agreement and Operational Documentation.

5. Responsibility for your site

You will be solely responsible for your site, including its development, operation and maintenance, and all materials contained or contained therein. For example, you will be solely responsible for:

• the technical operation of your site and all associated equipment;
• display special links and content on your Site in accordance with this Operating Agreement and Operational Documentation and any agreements between you and any other person or entity (including any restrictions or requirements imposed on you by any person or entity that hosts your site);
• create and publish, and ensure the accuracy, completeness and relevance of, the materials published on your site (including all product descriptions and other product-related materials and any information you include in or link to the Special Links);
• use the Content, your Site and the materials on or in your Site in any manner that does not infringe, violate or misappropriate any of our rights or those of any other person or entity (including copyright, trademarks, privacy, publicity or other intellectual property or proprietary rights);
• use the Content, your site and the materials on or in your site in any way that is not harmful, harassing, profane, defamatory, obscene, pornographic, paedophilic, libelous or otherwise in any way;
• accurately and adequately disclose on your site, whether through a privacy policy or otherwise, the manner in which you collect, use, store and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors' browsers; And
• any use you make of the GoAffPro Content and Marks, whether or not authorized under this Operating Agreement.

We will have no liability for such matters or for any claims of your end users relating to such matters, and you agree to defend, indemnify and hold harmless us, our affiliates and licensors, and our employees, officers, directors, and representatives, harmless from and against any and all claims, damages, losses, liabilities, costs and expenses (including attorneys' fees) relating to (a) your site or any materials that appear on your site, including combining your Site or Materials with other applications, content or processes; (b) the use, development, design, manufacture, production, advertising, promotion or marketing of your site or any materials appearing on or in your site, and all other matters described in the this section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Operating Agreement, any Operational Documentation or applicable law; (d) your violation of any term or condition of this Operating Agreement or any Operational Documentation; or (e) your or your employees’ negligence or willful misconduct.

6. Order processing

We will process product orders placed by customers who follow special links from your site to the partner site. We reserve the right to reject orders that do not comply with the partner site's requirements, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for reporting and advertising fee accrual purposes and will make reports available to you summarizing such Qualifying Purchases.

7. Advertising costs

We will pay you an Advertising Fee on Qualifying Purchases in accordance with Section 8 and the Affiliate Program Commission Schedule. In the event that an excess payment has been made to you for any reason, we reserve the right to adjust it or offset it against subsequent advertising fees owed to you under this Operating Agreement. Subject to the exclusions set forth below, a “ Qualifying Purchase ” occurs when (a) a customer clicks on a special link on your site to the partner site; (b) during the same Session, the customer adds a Product to their basket and places the order for this Product no later than 89 days after the customer's first click; or (c) the Product is shipped and paid for by the customer.

A “ session ” begins when a customer clicks on a special link from your site to the partner site and ends on the earliest of the following events: (x) 24 hours have passed since this click; (y) the customer places an order for a product; or (z) the customer follows a special link to the partner site that is not your special link.

Qualifying purchases exclude, and we will not pay advertising fees on, the following:

• any product which, after the expiration of the applicable session, is added to a customer's shopping cart, or is distributed or downloaded by a customer, even if the customer previously followed a Special Link from your site to the Partner Site;
  
  
• any product purchases that are not properly tracked or reported because your site's links to the partner site are not properly formatted;
  
  
• any product purchased through a special link by you or on your behalf, including products you purchase through special links for yourself, friends, relatives or associates (for example, personal orders, orders for your own use and orders placed by you for or on behalf of any other person or entity);
  
  
• any Product purchased for resale or commercial use of any kind;
  
  
• any Product purchased after termination of this Operating Agreement;
  
  
• any product order for which a cancellation, return or refund has been initiated; And
  
  
• any product purchased by a customer who is referred to the partner site via one of the following:
  
  
• a prohibited paid search location; Or
  
  
• a link to the partner site, including a redirect link, that is generated or displayed on a search engine in response to a general Internet search query or a keyword (i.e. in results natural, free, organic or unpaid search engines), whether links appear through your submission of data to this site or otherwise.
  
  
• any qualifying purchase in which you offered any person or entity any consideration or incentive (including cash, rebate, rebate, points, donation to a charity or other organization, or any other benefit) for the use of special links (for example, by implementing “rewards” or loyalty programs that encourage people or entities to visit the Partner Site via your Special Links).
  
  
• any product purchased through a special link in a mobile application that was not an approved mobile application or where the special link in an approved mobile application was not served by the AMA API, the Product Advertising API or other linking tools that we make available to you.
  
  
• any eligible purchase, which takes place in India, made via a mobile device or tablet in which:
  
  
• the partner site's mobile application is preloaded by the original equipment manufacturer ("OEM") on the device or tablet; Or
  
  
• the partner site mobile application is installed via a maintenance release or firmware update or firmware-based notifications sent by the OEM or notification partner; Or
  
  
• the partner site's mobile application is installed from a source other than Google Play Store or iOS App Store
  
  

“ Prohibited Paid Search Placement ” means an advertisement that you purchased by bidding on keywords, search terms or other identifiers (including proprietary terms) or other participation in keyword auctions. “ Proprietary Term ” means keywords, search terms or other identifiers that include the word “goaffpro” or any other trademark of GoAffPro or its Affiliates, or variations or misspellings of the one of these words (for example, “goaffpor”). “ Redirect Link ” means a link that sends users indirectly to the Partner Site through an intermediary site or webpage and without requiring the user to click on any link or take any other affirmative action on that site or webpage intermediate. “ Search Engine ” means Google, Yahoo, Bing or any other search engine, portal, sponsored advertising or other search or referral service, or any site that participates in one of their respective networks.

8. Payment of advertising costs

We will pay you an advertising fee on a monthly basis for qualifying purchases shipped, streamed or downloaded (if applicable) in a given month, subject to any applicable withholding or deduction described below. We will pay you approximately 60 days after the end of each calendar month, but we may accrue and withhold advertising fees until the total amount owed to you is at least INR1000 in case of NEFT transfers.

The advertising fees payable to you include all taxes, including services tax or goods and services tax or any other tax or levy which you may be required to pay in relation to such services for which you establish a valid invoice under applicable law(s). ) and regulations and declare it in the declarations within the prescribed period so that the Partner Site can benefit from an input tax credit for the taxes paid. You agree to comply with any of the applicable provisions of this law, including, but not limited to:

• timely issuance of GST compliant invoices;
• make invoices available to the Partner Site;
• file applicable taxes on a periodic basis; and the
• properly report to the government under tax laws.

If at any time the tax credit is denied or payment of taxes is requested from the partner site or GoAffPro, due to, but not limited to, the issuance of a defective invoice, a failure to pay taxes, improper declaration in the declarations filed or non-compliance with applicable laws and regulations by you, you must indemnify the partner site and GoAffPro against any credit refused or taxes recovered as well as any interest and penalties imposed on the partner site and GoAffPro. If required by applicable Indian tax laws, we may deduct or withhold taxes, levies or other similar amounts from advertising fees owed to you. If you are a resident of India, advertising fees payable to you will be subject to income tax withholding at the rate stipulated by applicable law. If you are not a resident of India or have not provided us with your PAN (Permanent Account Number), the rate of withholding tax applicable to you will vary. Additionally, if you are a non-resident, you agree to provide necessary documentation, if applicable, for the partner site and GoAffPro to satisfy any reporting or obligation regarding advertising fees owed to you. If we deduct or withhold taxes from advertising fees owed to you, we will issue you the corresponding tax withholding certificate, if required by applicable law, evidencing the filing of taxes with the appropriate regulatory authorities (for non-residents, this is subject to relevant documents made available). If you provide us with a certificate of zero or reduced tax withholding, we will apply that zero or reduced tax rate as the applicable withholding tax rate on the advertising costs owed to you. You hereby agree that you will not pursue any claim against P or any of its affiliates, and waive any and all claims you may have now or in the future, with respect to taxes on Site deposits partner and GoAffPro with a competent tax authority in accordance with this Operating Agreement.

9. Policies and pricing

Customers who purchase products through this program are customers of the Partner Site with respect to all activities they undertake in connection with the Partner Site. Accordingly, as between you and us, all prices, terms of sale, operating rules, policies and procedures regarding customer orders, customer service and product sales set forth on the Partner Site will apply to such customers, and the same can be changed. at any time.

10. Identify yourself as an Associate

You will not issue any press release or make any other public communication regarding this Operating Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse or contribute to any charity or other cause), or express or will not imply any relationship or affiliation between us and you or any other person or entity, except as expressly permitted by this Operating Agreement. However, you must clearly state the following on your site: “[Insert your name] is a participant in the GoAffPro Affiliate Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising. advertising and connecting to the partner site »

11. Limited License

1. Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising and providing referrals to the Products on the Partner Site in connection with the Program, we hereby grant you a limited, revocable authorization , non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the Content solely on your site; and (b) use only those of our trademarks and logos that we may make available to you in connection with the Content (such trademarks and logos, collectively, “ GoAffPro Marks ”) only on your site and in accordance with the Trademark Guidelines of the affiliate program
   
   
2. All licenses set forth in this Section 11 will immediately and automatically terminate if at any time you fail to timely comply with any obligation under this Operating Agreement or any Operational Documentation, or otherwise upon termination of this operating agreement. Additionally, we may terminate the license set forth in this Section 11 in whole or in part upon written notice to you. You will promptly remove from your Site and delete or otherwise destroy all Content and GoAffPro Marks with respect to which the license set forth in this Section 11 is terminated or as we may otherwise request from time to time.
   
   
3. Associates Program IP License (“ License ”)
   
   
1. By accepting the Operating Agreement, or by accessing or using the Product Advertising Content (as defined below), including proprietary application programming interfaces and other tools (collectively, the “ API ") that allow you to access and use certain types of data, images, text and other information and content relating to the Products (" Product Advertising Content ") that we may make available to you, you agree to be bound by this License.
   
   
2. Subject to the terms of this License and solely for the limited purposes of participating in the Associates Program in strict accordance with the Operating Agreement (including this License and other Operational Documentation), we hereby grant to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to: (a) copy and display Product Advertising Content solely on your site; (b) use only those GoAffPro trademarks that we make available to you in connection with Product advertising content, only on your site and in accordance with the Associates Program trademark guidelines, except as otherwise provided in this Operating Agreement , and (c) access and use the PA API, Data Feed and Advertising Content of the Product only in accordance with the Specifications and this License.
   
   

12. Reservation of rights; Submissions

Other than the limited licenses expressly set forth in Section 11, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, under this Agreement operating license or license hereunder otherwise acquire any interest or ownership rights in or to the Program, Special Links, Link Formats, Content, PA API, Data Feeds, Advertising Content of the product, any domain name owned or operated by us, information and materials on any partner site or Associate Site, our trademarks and logos and those of our affiliates (including the GoAffPro trademarks), and any other property intellectual property and technology that we provide or use in connection with the Program (including application program interfaces, software development kits, libraries, code samples, and related materials).

If you provide us or any of our affiliates with any suggestions, reviews, modifications, data, images, text or other information or content regarding any product or in connection with this Agreement operation, any Content or your participation in the Program, or you modify any Content in any way (collectively, “ Your Submission ”), you hereby irrevocably assign to us all right, title and interest in and to Your Submission and grant us (even if you have designated Your Submission confidential) a perpetual, royalty-free, non-exclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display and distribute your Submission in any manner whatsoever; (b) adapt, modify, reformat and create derivative works from your Submission for any purpose; (c) use and publish your name as a credit in conjunction with your Submission (however, we will have no obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission legally; and (z) the exercise of our and our sublicensees' rights under the license above will not infringe the rights of any person or entity, including copyrights. You agree to provide us with such assistance as we may need to document, perfect or maintain our rights in and to your Submission.

13. Compliance with Laws

In connection with your participation in the Program, you will comply with all applicable laws of India, including, but not limited to, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions and others requirements of any governmental authority. who has jurisdiction over you.

14. Duration and termination

The term of this Operating Agreement will begin upon our acceptance of your Program application and will end when terminated by you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon termination of this Operating Agreement, all licenses you have with respect to the Content will automatically terminate and you will immediately cease use of the GoAffPro Content and Marks and promptly remove from your Site and delete or destroy otherwise all links to the Partner Site, all GoAffPro Marks, any other content and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program. We may hold accrued unpaid advertising fees for a reasonable period after termination to ensure that the correct amount is paid (for example, to account for cancellations or returns). Upon termination of this Operating Agreement, all rights and obligations of the parties shall be terminated, except for the rights and obligations of the parties under Sections 5, 9, 10, 12, 13, 14, 16, 17 , 18, 19, and 20, together with all accrued but unpaid payment obligations of us under this Operating Agreement, shall survive termination of this Operating Agreement. No termination of this Operating Agreement will relieve either party of any liability for any breach or liability arising under this Operating Agreement prior to termination.

15. Modification

We may modify any of the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by posting notice of such modification, a revised Agreement or revised Operational Documentation on the partner site or by sending notice of such change by e-mail to the e-mail address then currently associated with your Associates account (such e-mail change will be effective on the date specified in such mail electronically and will in no case be less than two working days after the date the e-mail was sent). Changes may include, for example, changes to the Associates Program advertising fee schedule, the Associates Program Terms of Participation, payment procedures and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR SOLE REMEDY IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR PARTICIPATION IN THE PROGRAM CONTINUES AFTER THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A NOTICE OF MODIFICATION, A REVISED OPERATING AGREEMENT OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER SITE OR THE DATE SPECIFIED IN ANY E-MAIL REGARDING SUCH CHANGE) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

16. Relationship of the parties

You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between you and us or our respective affiliated companies. You will have no authority to make or accept any offers or representations on behalf of us or our affiliates. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself.

17. Limitation of liability

WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFIT, GOODWILL, USE OR DATA) ARISING OUT OF THIS OPERATING AGREEMENT, THE PROGRAM, THE DOCUMENTATION, THE PARTNER SITE, THE GOAFFPRO SITE OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, OUR AGGREGATE LIABILITY ARISING FROM THIS OPERATING AGREEMENT, THE PROGRAM, THE PARTNER SITE, THE GOAFFPRO SITE AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT OPERATION DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE LAST CLAIM OF LIABILITY OCCURRED.

18. Disclaimer

THE PROGRAM, THE GOAFFPRO SITE, THE PARTNER SITE, ALL PRODUCTS AND SERVICES OFFERED ON THE PARTNER SITE, ALL SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, THE GOAFFPRO.COM DOMAIN NAME AND TRADEMARKS AND LOGOS OF OUR AFFILIATES (INCLUDING GOAFFPRO TRADEMARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN LINK TO THE PROGRAM (COLLECTIVELY THE “AS SERVICE OFFERINGS ”) ARE PROVIDED ON AN “AS IS” BASIS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES REGARDING THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY ARISING OUT OF ANY COURSE OF DEALING, COURSE OF DEALING OR USAGE OF TRADE. WE MAY TERMINATE ANY SERVICE OFFERING, OR CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION. NEITHER WE, NOR ANY OF OUR AFFILIATES OR LICENSORS, WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR-FREE OR FREE OF COMPONENTS PESTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR (A) ANY ERRORS, INACCURACIES OR INTERRUPTIONS IN SERVICE, INCLUDING POWER FAILURES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE OR LOSS OF YOUR SITE OR ANY DATA, IMAGES, TEXT OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE GOAFFPRO SITE OR THE AFFILIATE PROGRAM SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT EXPLOITATION. FURTHERMORE, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS SHALL BE LIABLE FOR ANY INDEMNIFICATION, REIMBURSEMENT OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROFITS OR PROSPECTIVE REVENUES, ANTICIPATED SALES, GOODWILL OR OTHER) BENEFITS, ( Y INVESTMENTS, EXPENSES OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.

19. Applicable law and disputes

This Operating Agreement will be governed by the laws of the Republic of India, without regard to conflict of laws principles. The courts of [Haryana] shall have exclusive jurisdiction over any dispute relating to or arising in any way from the matter under the Program or this Operating Agreement.

Notwithstanding anything to the contrary in this Operating Agreement, we may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of our intellectual property or proprietary rights or those of any other person or entity. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them special value, the loss of which cannot be easily estimated or adequately compensated by damages.

20. Miscellaneous

You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Operating Agreement or operate sites similar to or competitive with your site. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written approval. Subject to this limitation, this Operating Agreement will be binding upon, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Operating Agreement will not constitute a waiver of our right to subsequently enforce that provision or any other provision of this Operating Agreement. If there is a conflict between this Operating Agreement and the Operational Documentation, the Affiliate Program Excluded Products page will control this Operating Agreement, which will control the remainder of the Operational Documentation. When used in this Operating Agreement, the terms “include(s)”, “including”, “for example” and “for example” mean, respectively, “include(s), without limitation”, “including, without limitation,” “for example, without limitation,” and “for example, without limitation.” » Any determinations or updates we may make, any actions we may take, and any approvals we may give under this Operating Agreement may be made, taken or given in our sole discretion. Any information relating to us or our affiliates that we provide under the Operating Agreement and which is not known to the general public is considered (“Confidential Information”). You agree that: (a) all Confidential Information will remain the sole property of GoAffPro; (b) you will use the Confidential Information only as reasonably necessary for your performance under the Operating Agreement and will ensure that persons who have access to the Confidential Information will be informed of and will comply with the obligations of this arrangement ; and (c) you will not otherwise disclose the Confidential Information to any individual, company or other third party (other than your affiliates). You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or relating to your performance under this Operating Agreement to any judicial, quasi-judicial, governmental, regulatory or other authority. which may be required by us to cooperate and/or comply with any of their orders, instructions or directives or to meet any requirements under applicable laws. You represent and warrant that you and your financial institutions are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by any such party, including, but not limited to, lists maintained by the United Nations Security Council, the United States Government (e.g., the United States Treasury Department's Specially Designated Nationals List and the Commerce Department's Foreign Sanctions Evaders List and Entity List of the United States), the European Union or its member states, or any other competent governmental authority.

MOBILE APPLICATION POLICY

These Mobile Guidelines (“ Mobile Guidelines ”) apply to your inclusion of Special Links in your Approved Mobile Application. “We”, “us” or “our” means GoAffPro.com, its partner sites or any of its affiliates, as applicable. “You” means the user agent of the associated account associated with the Approved Mobile Application. All capitalized terms used below that are not defined on this page have the meaning given to them in the Operating Agreement. Strict compliance with these Mobile Guidelines is required at all times, and any violation of these Mobile Guidelines will automatically terminate the Operating Agreement.

Your mobile application:

1. must be free to download and all referral links must be accessible without paying for access;
2. must have original content;
3. must not emulate the shopping app functionality of our partner site (if applicable);
4. must not have price tracking and/or price alert functionality unless approved in advance in writing by GoAffPro or its partner site;
5. must not host or display partner site web pages in WebViews.

We may modify this Mobile Application Policy at any time and in our sole discretion by posting notice of the change or a revised or revised Mobile Application Policy on GoAffPro or the partner site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR SOLE REMEDY IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM. YOUR CONTINUED INCLUSION OF SPECIAL LINKS IN YOUR APPROVED MOBILE APPLICATION FOLLOWING OUR POSTING OF A CHANGE NOTICE OR REVISED MOBILE APP POLICY ON THE PARTNER SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

We reserve the right, exercisable at its sole discretion, to take appropriate measures against any unauthorized use or any use that does not comply with this mobile application policy.