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 norsemerchant.com website . "You " or " your " refers to the applicant. A " site " means a website. “Partner Site ” means the e-commerce partner/retailer using the goaffpro Affiliate Tracking Software. "Your Site " means any site(s), software application and mobile application (as defined below) that you link to norsemerchant.com, " Advertising Fees" means commissions earned for a successful and verified sale of a product on the partner site by a customer using your referral link.

BY CHECKING THE BOX INDICATING THAT YOU ACCEPT THE TERMS OF THIS OPERATING AGREEMENT OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM AFTER POSTING OF ANY CHANGE NOTICE, REVISED OPERATING AGREEMENT OR REVISED OPERATIONAL DOCUMENTATION ON PARTNER'S WEBSITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE SUITABILITY OF PARTICIPATING IN THE PROGRAM AND DO NOT RELY ON ANY REPRESENTATIONS, WARRANTIES OR AFFIRMATIONS OTHER THAN THOSE EXPRESSLY STATED HEREIN; AND (C) WARRANT THAT YOU CAN ENTER INTO BUSINESS LEGALLY (FOR EXAMPLE YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. FURTHER, IF THIS OPERATING AGREEMENT IS ENTERED INTO BY A COMPANY OR OTHER LEGAL ENTITY, THE PERSON ACCEPTING IT ON BEHALF OF SUCH COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE/SHE IS AUTHORIZED AND LEGAL TO BIND THIS COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.

1. Description of the program

The purpose of the Program is to allow 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 Partner's Website, except for products that are explicitly defined as excluded products herein (collectively, " Excluded Products "). The Product may also include certain Services, if any, expressly included in the Affiliate Program Commissions Table . 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"). Content specifically excludes any data, image, text or other information or content relating to products offered on any site other than the Partner Site.

2. Registration

To begin the registration process, you must submit a complete and accurate application. You must identify your site in your application. We will assess your request and notify you of its acceptance or rejection. We may reject your request 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 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 variation or misspelling of any trademark of GoAffPro, its Partner Sites or its Affiliates, in any domain name, subdomain or username, group or other identifier on any social networking site (see Trademark Guidelines ; or

(g) otherwise violate intellectual property rights.

If we reject your request, you can reapply at any time. However, if we accept your request and subsequently 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 application for membership in the Program and otherwise associated with your account, including your email address and other contact details and identification of your site, is at all times complete, accurate and up-to-date. We may send notices (if applicable), approvals (if applicable) and other communications relating to the Program and this Operating Agreement to the email address currently associated with your Program account. You will be deemed to have received all notices, approvals and other communications sent to such email address, even if the email address associated with your account is no longer current.

3. Links on your site

After being notified that you have been accepted into the program, you can post special links on your site. "Special Links " are links to the Partner Site that you place on your Site in accordance with this Operating Agreement, that properly use the " tagged " Special Link formats we provide, and that comply with the Program Requirements. linking affiliation . Special links allow for accurate tracking, reporting and accumulation of advertising costs.

You may earn advertising fees only as described in Section 7 and only with respect to activity on the Partner Site occurring directly through the Special Links. We shall have no obligation to pay you advertising fees if you fail to properly format the links on your site to the Partner Site as Special Links, including to the extent that such failure may result in reduced amounts of 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 hand-held devices (" Mobile Application "), you must include the name of the Mobile Application and the link to your Mobile Application in your application to the Program. The relevance and other requirements of this Section 3 and the Mobile Application Policy will apply to mobile applications. We will assess your request and notify you of its acceptance or rejection. A Mobile Application that is accepted will be an "Approved Mobile Application" for the purposes of this Agreement.

Special Links displayed in Approved Mobile Applications may be served by Affiliate API or Partner's API (" Affiliate API ") or Product Advertising API, including Special Links displayed in a built-in web browser and must use the Affiliate ID we have assigned to you expressly for your Approved Mobile Applications.

4. Program Requirements

By participating in the Program, you agree to abide by the Terms of Participation in the Affiliate Program and all pages, schedules, policies, guidelines and other documents and materials referred to in this Operating Agreement (collectively, the "Documentation operational").

You will provide us with any information we request from you 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 document or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us): (a) withhold advertising fees payable to you under this Operating Agreement; (b) close any other accounts you may have or may open in the future, without paying any advertising fees; (c) terminate this Operating Agreement; or (d) take all such actions. Additionally, you hereby consent to us:

• send you emails about the Program from time to time;

• monitoring, recording, use and disclosure of 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 from your site before purchasing a product on the partner site) in accordance with the privacy notice ; And

• monitoring, crawling and any other form of investigation at your site to verify 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 for all material appearing on or located on it. For example, you will be solely responsible for:

• the technical operation of your site and all related equipment;

• post Special Links and Content on your Site in accordance with this Operating Agreement and Operational Documentation and any agreement between you and any other person or entity (including any restrictions or requirements imposed on you by any person or entity who hosts your site);

• creating and displaying, and ensuring the accuracy, completeness and timeliness of, material displayed on your site (including all product descriptions and other product-related materials and any information you include or associate with special links);

• use the Content, your site and the materials on or in your site in a way that does not infringe, violate or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);

• the use of the Content, your site and the materials on or in your site in a way that is not harmful, harassing, profane, defamatory, obscene, pornographic, pedophile, libelous or otherwise, in any way ;

• accurately and adequately disclose on your site, whether through a privacy policy or otherwise, how you collect, use, store and disclose visitor data, including, where applicable, that third parties (including us and other advertisers) may serve content and advertising, 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 shall have no liability with respect to such matters or the claims of your end users relating to such matters, and you agree to defend, indemnify, and hold harmless us, our affiliates and licensors of license, our respective employees, officers, directors and representatives, against all claims, damages, losses, liabilities, costs and expenses (including attorneys' fees) relating to (a) your site or any material appearing on your site, including the the use of your site, these elements, and other applications, content and processes; (b) the use, development, design, manufacture, manufacture, production, advertising, promotion or marketing of your site or any materials that appear on or in your site, and all other matters described in this Section 5; (c) your use of any content, whether or not such use is authorized by this operating agreement, any operational documentation or any applicable law, or in violation of them or any of their provisions; (d) your breach of any terms hereof or any operational documentation; Or

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 requirements of the partner site, as they may be updated from time to time. We will track Eligible Purchases (defined in Section 7) for reporting purposes and to accrue Advertising Fees and will make available to you reports summarizing those Eligible Purchases.

7. Advertising costs

We will pay you advertising fees on qualifying purchases in accordance with Section 8 and the Affiliate Program Commission Schedule . In the event that an overpayment has been made to you for any reason, we reserve the right to adjust it or deduct it from the advertising fees payable 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's site; (b) during a single session, the customer adds a product to his cart and places the order for that product no later than 89 days after his initial click; or (c) the product is sent to and paid for by the customer.

A " Session " begins when a customer clicks on a Special Link on your site to the Partner Site and ends on the earliest of the following events: (x) 24 hours elapse from that 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 costs on any of the following:

• any Product that, upon expiration of the applicable Session, is added to a customer's shopping cart, or is streamed or downloaded by a customer, even if the customer previously followed a Special Link from your site to the Partner Site;
  
  
  

• any Product purchase that is not properly tracked or reported because your site's links to the Partner Site are not properly formatted;
  
  
  

• any Product purchased by you or on your behalf through a Special Link, including Products you purchase through Special Links for yourself, your friends, relatives or business associates (e.g. 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 the 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 by one of the following means:
  
  
  

• a placement prohibited from paid research; Or
  
  
  

• a link to the partner site, including a redirect link, which is generated or displayed on a search engine in response to a general search query on the Internet or a keyword (i.e. in natural, free, organic, or unpaid search results), whether such links appear through your submission of data to this Site or otherwise.
  
  
  

• any qualifying purchase for which you have offered any person or entity any consideration or inducement (including cash, discount, rebate, points, donation to charity or otherwise, or any other benefit) to use Special Links (e.g., by implementing a "rewards" or loyalty program that encourages people or entities to visit the Partner Site through 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 Advertising API product or any other linking tool that we make available to you.
  
  
  

• any qualifying purchase, which occurs in India, made using 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's mobile application is installed through a maintenance release or firmware update or firmware-based notifications sent by the OEM or notification partner; Or
  
  
  

• the mobile application of the partner site is installed from a source other than Google Play store or iOS App Store
  
  
  

"Prohibited Paid Search Placement " means an advertisement purchased by you by bidding on keywords, search terms or other identifiers (including proprietary terms) or by participating 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 one of these words (for example, "goaffpor"). "Redirect Link " means a link that sends users indirectly to the Partner Site via an intermediary site or web page and without requiring the user to click on a link or take any other positive action on this site or web page intermediate. "Search Engine " means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in their respective networks.

8. Payment of advertising costs

We will pay you a monthly advertising fee for qualifying purchases shipped, streamed or downloaded (as applicable) in any given month, subject to any applicable withholdings or deductions 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 due to you is at least INR1000 in the case of NEFT transfers.

Advertising fees payable to you include all taxes, including applicable service tax or goods and services tax or any other tax or levy that you may be required to pay in connection with such services for which you will present an invoice valid under the applicable laws and regulations and will declare it in the declarations within the prescribed period so that the partner site can obtain a tax credit on the entries of the taxes paid. You agree to comply with all applicable provisions of this law, including, but not limited to:

• timely issuance of GST-compliant invoices;

• the provision of invoices to the Partner Site;

• periodic filing of applicable taxes; And

• properly report them to the government under tax laws.

If at any time Tax Credit is declined or Tax payment is requested from the Partner Site or GoAffPro, due to, but not limited to, the issuance of a defective invoice, failure to payment of taxes, improper reporting in filed returns, or failure to comply with applicable laws and regulations by you, you shall indemnify the partner site and GoAffPro against any disallowed credit or tax, as well as interest and penalties imposed on the site partner and GoAffPro. If required by applicable Indian tax law, we may deduct or withhold taxes, levies, levies or any similar amounts from the advertising costs payable to you. If you are a resident of India, advertising expenses payable to you will be subject to withholding of income tax at the rate prescribed by applicable law. If you are not an Indian resident or have not provided us with your PIN (permanent account number), the rate of withholding tax that applies to you varies. Additionally, if you are a non-resident, you agree to provide necessary documentation, as required, in order for the Partner Site and GoAffPro to satisfy any reporting obligations or any obligations regarding advertising fees payable to you. . If we deduct or withhold taxes from advertising expenses payable to you, we will issue the appropriate withholding tax certificate to you, if required by applicable law, evidencing the filing of taxes with the relevant regulatory authorities (for non-residents, this is subject to the relevant documents made available). If you provide us with a certificate of zero or reduced withholding tax, we will apply that zero or reduced rate as the rate of withholding tax applicable to the advertising costs payable to you. You hereby agree that you will not bring any claim against P or any of its affiliates, and hereby waive all claims you may have, now or in the future, with respect to any filing of the Partner Site and GoAffPro with a competent taxing 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, between you and us, all prices, terms of sale, rules, policies and operating procedures relating to customer orders, customer service and product sales shown on the Partner Site shall apply to such customers and may be modified at any time.

10. Identify yourself as an associate

You will not issue any press releases or make any other public communications regarding this Operating Agreement, your use of the Content, or your participation in the Program. You must 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), nor express or imply a relationship or affiliation between us and you or any other person or entity, except as expressly permitted by this Operating Agreement. You must, however, clearly state the following on your site: "[Insert your name] participates in the GoAffPro Affiliate Program, an affiliate advertising program designed to allow sites to earn advertising fees by advertising and by creating a link to the partner site".

11. Limited License

1. Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising the Products on the Partner Site and directing End Users to the Partner Site under the Program, we hereby grant to you a license limited, revocable, non-transferable, non-sublicensable, non-exclusive, and royalty-free to (a) copy and display the Content only on your Site; and (b) use only those of our marks and logos that we may make available to you as part of the Content (such marks and logos, collectively, the " GoAffPro Marks ") solely on your site and in accordance with the Guidelines on Affiliate Program marks .
   
   
   

2. All licenses set forth in this Section 11 shall immediately and automatically terminate if at any time you fail to timely perform any obligation under this Operating Agreement or any Operational Documentation, or otherwise upon termination of this operating agreement. In addition, we may terminate the license set forth in this Section 11, in whole or in part, upon written notice to that effect. You will promptly remove from your site and remove or otherwise destroy all Content and the GoAffPro Marks in respect of which the license set forth in this Section 11 is terminated or which 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 Product Advertising Content (as defined below), including proprietary application programming interfaces and other tools (collectively, the "PA 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 provide to you, you agree to abide by this License.
      
      
      

   2. Subject to the terms of this License and solely for the limited purposes of participating in the Associates Program strictly in accordance with the Operating Agreement (including this License and other Operational Documents), we hereby grant to you a limited, revocable, non-assignable, non-assignable, non-sublicensable, non-exclusive, royalty-free license to: (a) copy and display Product Advertising Content only on your site; (b) use only the GoAffPro marks that we make available to you as part of product advertising content, only on your site and in accordance with the guidelines of the Associates Program Trademark Program, except as otherwise provided in this Operating Agreement , and (c) access and use the PA API, Data Feed, and Product Advertising Content only in accordance with the Specifications and this License.
      
      
      

12. Reservation of rights; submissions

In addition to the limited licenses expressly set forth in Section 11, we reserve all right, title and interest (including all intellectual property rights and proprietary rights) in and to the Program, Special Links, Link Formats, Content, PA API, Data Feeds, and Product Advertising Content, and you may not acquire under this License Agreement or the license hereunder any interest or rights in or with respect to them, 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 GoAffPro trademarks), and any other intellectual property and technology we provide or use in connection with the Program (including any application programming interfaces, software development kits, libraries, sample code, 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 a product or in connection with this operating agreement, any Content or your participation in the Program, or if you modify the 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 to us (even if you have designated Your Submission confidential) a perpetual, released, royalty-free, non-exclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display and distribute Your Submission in any way; (b) adapt, modify, reformat and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we shall have no obligation to do so); and (d) sublicense the above rights to any other person or entity. Further, you hereby warrant that: (y) Your Submission is your original work, or you have legally obtained it; and (z) our sublicensees' and sublicensees' exercise of their rights under the above license will not violate any person's or entity's rights, including copyrights. You agree to provide us with any assistance we may require 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 Indian laws, including but not limited to ordinances, rules, regulations, orders, orders, licenses, permits, judgments, rulings and other requirements any governmental authority having jurisdiction over you.

14. Duration and Termination

The term of this Operating Agreement will begin upon our acceptance of your application to join the Program and will end when you or we terminate it. 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 using the Content and the GoAffPro Marks and immediately remove yourself from your site and delete or destroy otherwise all links to the Partner Site, all GoAffPro Marks, other Content and other materials provided or made available by us or to you under this Operating Agreement or otherwise in connection with the Program. We may withhold accrued unpaid advertising fees for a reasonable period of time after termination to ensure that the correct amount is paid (eg to account for any cancellations or returns). Upon termination of this Operating Agreement, all rights and obligations of the parties shall be extinguished, except that the rights and obligations of the parties under Articles 5, 9, 10, 12, 13, 14, 16, 17, 18 , 19 and 20, and any accrued but unpaid payment obligations of us under this Operating Agreement, shall survive termination of this Agreement. No termination of this Operating Agreement shall relieve either party of liability for any breach of, or liability arising from, this Operating Agreement prior to its termination.

15. Amendment

We may modify the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a notice of change, a revised agreement or revised operational documentation on the Partner Site or by sending you notice of such change by email to the email address then associated with your Associate Account (any email change will take effect on the date set forth in such notice and in no event shall be less than two business days after the date to which it is sent). Changes may include, for example, changes to the Associates Program advertising fee schedule, Associates Program participation requirements, payment procedures and other Program requirements. IF YOU FIND ANY MODIFICATION TO BE UNACCEPTABLE, YOUR SOLE REMEDY IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR PARTICIPATION CONTINUES IN THE PROGRAM AFTER THE EFFECTIVE DATE OF ANY CHANGE (EG. THE DATE OF POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER SITE OR THE DATE INCLUDED IN ANY EMAIL SENT TO YOU REGARDING SUCH MODIFICATION) CONSTITUTES YOUR BINDING ACCEPTANCE OF THE MODIFICATION.

16. Relations between the parties

You and we are independent contractors, and nothing in this Operating Agreement or the Operating Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. or our respective affiliates. You will not have authority to make or accept any offers or representations on our behalf or on behalf of our affiliates. You will make no statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, aid, encourage or facilitate any other 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 SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUES, PROFITS, GOODWILL, USE, OR DATA) ARISING OUT OF THIS OPERATING AGREEMENT, THE PROGRAM, THE OPERATIONAL DOCUMENTATION, PARTNER SITE, GOAFFPRO SITE OR OFFERED SERVICES (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF SUCH POSSIBLE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF THIS OPERATING AGREEMENT, THE PROGRAM, THE PARTNER SITE, THE GOAFFPRO SITE, AND THE SERVICE OFFERINGS SHALL NOT EXCEED THE TOTAL ADVERTISING FEES PAID TO YOU OR ARE PAYABLE TO YOU IN UNDER THIS OPERATING AGREEMENT WITHIN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT LIABILITY CLAIM OCCURRED.

18. Disclaimer

THE PROGRAM, THE GOAFFPRO SITE, THE PARTNER SITE, THE PRODUCTS AND SERVICES OFFERED ON THE PARTNER SITE, SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, GOAFFPRO.COM AND THE TRADEMARKS AND LOGOS OF OUR AFFILIATES ( INCLUDING THE GOAFFPRO TRADEMARKS), AS WELL AS ALL TECHNOLOGIES, SOFTWARE, FUNCTION, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR IN THEIR NAME, AS PART OF THE PROGRAM (COLLECTIVELY, THE " "...). SERVICES OFFERED ") ARE PROVIDED "AS IS". NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ABOUT REGARDING THE SERVICES OFFERED. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE, OUR AFFILIATES AND LICENSORS AND OURSELVES DISCLAIM ALL WARRANTIES RELATING TO THE SERVICES OFFERED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM ANY TRANSACTION, PERFORMANCE OR COMMERCIAL USE. WE MAY DISCONTINUE ANY SERVICE OFFERING OR MODIFY THE NATURE, FEATURES, FEATURES, 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 SERVICES OFFERED WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, ON A CONSTANT OR SPECIFIC MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR-FREE OR FAILURE-FREE. PESTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES OR INTERRUPTIONS IN SERVICE, INCLUDING POWER OUTAGES OR SYSTEM OUTAGES; OR (B) ANY UNAUTHORIZED ACCESS TO YOUR SITE, ANY MODIFICATION, DELETION, DESTRUCTION, DAMAGE OR LOSS OF YOUR SITE OR ANY DATA, IMAGES, TEXT OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION YOU OBTAIN FROM US OR ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, GOAFFPRO SITE OR AFFILIATE PROGRAM SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS SHALL BE LIABLE FOR ANY COMPENSATION, REFUND OR DAMAGES RESULTING FROM (X) LOSS OF POTENTIAL PROFITS OR REVENUES, ANTICIPATED SALES, GOODWILL OR OTHER BENEFITS, (Y) ANY INVESTMENT, EXPENSE OR COMMITMENT BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.

19. Applicable law and disputes

This Operating Agreement shall be governed by the laws of the Republic of India, without regard to the principle of conflict of laws. 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 violation of our intellectual property or intellectual property rights or the proprietary rights of any other person or entity. You further acknowledge and agree that our rights in the Content are special, unique and extraordinary in character, giving them special value, the loss of which cannot be readily estimated or adequately compensated for in 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 that are similar or competitive to your site. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written permission. Subject to this limitation, this Operating Agreement is binding on, inure to, and enforceable by the parties and their respective successors and assigns. Our failure to strictly enforce any provision of this Operating Agreement shall not constitute a waiver of our right to subsequently enforce that provision or any other provision of this Operating Agreement. . In the event of a conflict between this Operating Agreement and the Operational Documents, the Affiliate Program Excluded Products page will control this Operating Agreement, which will control the rest of the Operational Documents. Whenever used in this Operating Agreement, the terms "include(s)", "including", "eg", and "for example" mean "include(s)" respectively, without limitation. ", "including, without limitation", "including, without limitation" and "for example, without limitation". "Any determination or update we may make, any action we may take, and any approval we may give under this Operating Agreement may be made, taken, or given in our sole discretion. Any information about us or about members of our group that we provide under the Operating Agreement and that is not known to the general public is considered "Confidential Information". You agree: (a) all Information Confidential Information will remain the exclusive property of GoAffPro; (b) you will only use the Confidential Information to the extent reasonably necessary for your performance under the Operating Agreement and you will ensure that persons who have access to the Confidential Information are informed and will comply with the obligations set out in this provision; and (c) you will not disclose any Confidential Information to any person, company or other third party (other than your affiliates). You agree that we may, in our sole discretion, disclose or make available to any judicial, quasi-judicial, governmental, regulatory or other authority any information provided or submitted by you or relating to your performance under this Agreement. operation, as we may require to cooperate and/or comply with their orders, instructions or directions or to fulfill any requirement of applicable laws. You represent and warrant that you and your financial institution(s) are not subject to sanctions or appear on any list of prohibited or restricted parties or are not owned or controlled by such party, including lists maintained by the United Nations Security Council, the U.S. government (for example, the U.S. Treasury Department's Specially Designated Nationals List and the U.S. Commerce Department's Foreign Sanctions Evaders List, the Entity List of the United States Department of Commerce), the European Union, its member states or any other relevant governmental authority.

MOBILE APPLICATION POLICY

These Mobile Services Guidelines (" Mobile Services Guidelines ") apply to the inclusion of Special Links in your Approved Mobile Application: "We", "us" or "our" means GoAffPro.com, its Partner Sites or one of its Affiliates, as applicable, and "you" means the user agent of the account associated with the Approved Mobile Application. All key terms used below that are not defined on this page have the meaning given to them in the Operating Agreement. Strict adherence to these Mobile Guidelines is required at all times, and any violation of these guidelines will automatically terminate the Operating Agreement.

Your mobile app:

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 any);

4. must not have a price tracking and/or price alert feature unless approved in writing in advance by GoAffPro or its partner site;

5. must not host or render partner site web pages in WebViews.

We may modify this Mobile Application Policy at any time in our sole discretion by posting a notice of change or a revised or revised Mobile Application Policy on the GoAffPro Site or Partner Site. IF ANY CHANGE 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 AFTER POSTING OF ANY NOTICE OF MODIFICATION OR REVISED MOBILE APPLICATION POLICY ON THE PARTNER SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE MODIFICATION.

We reserve the right, in our sole discretion, to take appropriate action against any unauthorized use or any use inconsistent with this Mobile Application Policy.