Affiliate Program Operating Agreement

Updated: March 2019

This Affiliate Program Operating Agreement (the “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" refers to 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 the commissions earned for a successful and verified sale of a product on the Partner's 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 WE ISSUE ANY CHANGE NOTICE, REVISED OPERATING AGREEMENT OR REVISED OPERATIONAL DOCUMENTATION ON PARTNER'S WEBSITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATION AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND YOU ARE NOT RELYING ON ANY REPRESENTATIONS, WARRANTIES OR STATEMENTS OTHER THAN THOSE EXPRESSLY STATED IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LEGALLY CAPABLE OF ENTERING INTO CONTRACTS (EG, G., YOU ARE NOT A MINOR AGE) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. FURTHER, IF THIS OPERATING AGREEMENT IS ACCEPTED BY A COMPANY OR OTHER LEGAL ENTITY, THE PERSON ACCEPTING THIS OPERATING AGREEMENT ON BEHALF OF SUCH COMPANY OR ENTITY REPRESENTS AND WARRANTS THAT HE/SHE IS AUTHORIZED AND LEGALLY CAPABLE OF BINDING 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 those 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'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 (the "Content"). The Content specifically excludes all data, images, text or other information or content relating to products offered on any site other than the Partner Site.

2. Registration
To begin the enrollment process, you must submit a complete and accurate program application. You must identify your site in your request. 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. Unsuitable sites include those that:

(a) promote or contain sexually explicit material;

(b) promote violence or contain violent content;

(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 a mark of GoAffPro, its partner sites or its affiliates, or a variation or misspelling of a mark of GoAffPro, its partner sites or its affiliates, in a domain name , a subdomain name, or in a username, group name, or other identifier on a social networking site; Where

(g) otherwise violate intellectual property rights.

If we reject your application, you are invited to renew it 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 in your Program application and otherwise associated with your account, including your email address and other contact information and your site identification, 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 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 may display Special Links on your site. "Special Links" are links to the Partner's Site that you place on your Site in accordance with this Operating Agreement, that properly use the "tagged" Special Link Formats that we provide, and that comply with the linking requirements of the affiliate program. Special Links allow for accurate tracking, reporting and aggregation of advertising costs.

You may collect Advertising Fees only as described in Section 7 and only with respect to activity on the Partner Site that occurs directly through the Special Links. We will have no obligation to pay you advertising fees if you fail to properly format links on your site to the Partner Site as Special Links, including to the extent that such failure may result in a reduction amounts of advertising fees 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 Program application. The suitability 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. 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 served by Affiliate API or Partner API ("Affiliate API") or Product Advertising API, including any Special Links displayed in an integrated 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 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 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 Affiliate Program Participation Requirements page or other Operational Documentation or that you have otherwise violated this Operating Agreement, we may (in addition any other rights or remedies available to us): (a) withhold any advertising fees owed to you under this Operating Agreement; (b) close any other accounts you may have or open in the future, without paying any advertising fees; (c) terminate this Operating Agreement; or (d) take all of the above actions.... Further, you hereby consent to our

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's site) in accordance with the privacy notice; and
monitor, explore and otherwise investigate your site to verify its compliance with this Operating Agreement and the Operational Documentation.

5. Responsibility for your site
You will be solely responsible for your site, including its development, operation and maintenance, and all materials thereon. For example, you are solely responsible for the following

the technical operation of your site and any related equipment;
displaying 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 imposed by any person or entity that hosts your site);
creating and publishing, and ensuring the accuracy, completeness, and timeliness of, materials posted on your site (including all product descriptions and other product-related materials and any information you include in special links or that you associate with them);
use the content, your site and the materials therein 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 right);
use 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;
Disclosure on your site, in an accurate and adequate manner, through a privacy policy or otherwise, of how 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 by this Operating Agreement.
We shall 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 and their respective employees, officers, directors and representatives, harmless from all claims, damages, losses, liabilities, costs and expenses (including attorneys' fees) relating to (a) your site or any materials appearing on your site , including the combination of your site or these 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 herein 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 breach of any term of this Operating Agreement or any operational documentation; or (e) your negligence or the willful misconduct of your employees.

6. Order Processing
We will process product orders placed by customers who follow the special links from your site to the partner's 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 advertising expense accounting 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. If an overpayment has been made to you for any reason, we reserve the right to adjust or deduct it from any subsequent advertising fees paid 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 a single Session, the customer adds a Product to his shopping cart and places the order for this Product no later than 89 days after the customer's first click; or (c) the Product is shipped 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: (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 the following, for which we will not pay advertising costs:

any Product that, after the 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 has previously followed a Special Link from your site to the Site of the partner ;

any product purchases that are not properly tracked or reported because the links between your site and the partner site are not properly formatted;

any product purchased through a Special Link by yourself 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 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 directed to the Partner Site by one of the following means:

prohibited paid search placement; Where

a link to the Partner's Site, including a Redirect Link, which is generated or displayed on a Search Engine in response to a general Internet search query or keyword (i.e. in natural, free, organic or unpaid search results), whether these links appear through your submission of data to this site or otherwise.

any qualifying purchase where you gave a person or entity consideration or inducement (including money, a rebate, discount, points, donation to charity or other organization, or other benefit) for the use of Special Links (for example, by implementing a "rewards" or loyalty program that induces people or entities to visit the Partner's 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 other linking tools that we make available to you.

any Qualifying Purchase, which takes place in India, made through a mobile device or tablet in which:

the Partner Site mobile application is preloaded by the original equipment manufacturer (“OEM”) on the device or tablet; Where

the partner site's mobile application is installed through a maintenance release, firmware update, or firmware-based notifications from the OEM or notification partner; Where

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 have purchased by bidding on keywords, search terms or other identifiers (including Proprietary Terms) or otherwise participating in word auctions keys. "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 any of these. words (for example, "goaffpor"). "Redirect Link" means a link that sends users indirectly to Partner's Site through an intermediary site or webpage and without requiring the user to click on a link or perform any other affirmative action on such site or webpage. 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 any of their respective networks.

8. Payment of advertising costs
We will pay you advertising fees on a monthly basis for Eligible Purchases shipped, streamed or downloaded (as 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 due to you is at least INR1000 in the case of NEFT transfers.

Advertising fees payable to you include all taxes, including service tax, 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 issue a valid invoice in accordance with applicable laws 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 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;
filing of applicable taxes on a periodic basis; 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 pay taxes, improper reporting in filed returns, or failure to comply with applicable laws and regulations by you, you shall indemnify Partner Site and GoAffPro for any denied credit or recovered taxes, and for any interest and any penalties imposed on the Partner Site and GoAffPro. If required by applicable Indian tax law, we may deduct or withhold taxes, levies or other similar amounts from the advertising costs payable to you. If you are a resident of India, advertising costs payable to you will be subject to withholding of income tax at the rate stipulated by applicable law. If you are not a resident of India or have not provided us with your Permanent Account Number (PAN), the rate of withholding tax applicable to you will vary. Additionally, if you are a non-resident, you agree to provide necessary documentation, as may be required, in order for the Partner Site and GoAffPro to satisfy any representations or obligations regarding advertising fees owed to you. . If we deduct or withhold taxes from the advertising costs payable to you, we will issue to you the relevant tax withholding certificate, if required by applicable law, evidencing the filing of the taxes with the relevant regulatory authorities (for non-residents, this is subject to the provision of the corresponding documents). If you provide us with a certificate of zero or reduced withholding tax, we will apply that zero or reduced rate of withholding tax as the withholding tax rate applicable to the advertising fees payable to you. You hereby agree not to pursue any claims against P or any of its affiliates, and you hereby waive all claims you may have now or in the future, with respect to with respect to taxes that the Partner Site and GoAffPro file with a competent taxing authority pursuant to this Operating Agreement.

9. Policies and Pricing
Customers who purchase products through this program are customers of the Partner Site for 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 regarding customer orders, customer service and product sales set forth on the Partner Site shall apply to these customers and may be modified at any time.

10. Identify yourself as an associate
You will not issue a press release or make any other public communication 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] is a participant in the GoAffPro Affiliate Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by doing advertising and by creating links to the partner site".

11. Limited License
Subject to the terms of this Operating Agreement and solely for the limited purpose of advertising products on the partner's site and directing end users to such site as part of the Program, we hereby grant to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the Content only on your site; and (b) to use only such marks and logos as we may make available to you in connection with the Content (such marks and logos, collectively referred to as the "GoAffPro Marks") only on your site and in accordance with the Program Marking Guidelines. of affiliation.

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 contract. In addition, we may terminate the license set forth in this Section 11, in whole or in part, by giving you written notice. You will promptly remove from your site and remove or otherwise destroy all Content and the GoAffPro Marks for which the license set forth in this Section 11 is terminated or as we may request from time to time.

Associates Program Intellectual Property License (“License”)

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 make available to you, you agree to be bound by this License.

Subject to the terms of this license and only 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-transferable, non-sublicensable, non-exclusive, royalty-free license to: (a) copy and display Advertising Content produced solely on your Site; (b) use only the GoAffPro marks that we make available to you as part of the Advertising Content produced, only on your Site and in accordance with the Associates Program Marking Guidelines, except as otherwise provided in this Operating Agreement, and (c) access and use the PA API, Data Feeds and Product Advertising Content only in accordance with the Specifications and this License.

12. Reservation of rights; Submissions
Except for 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 the Program, Special Links, link formats , Content, PA API, Data Feeds, Product Advertising Content, and you do not acquire under this Operating Agreement or the License provided hereunder any interest or rights relating thereto, any domain name we own or operate, information and materials on any partner site or associate site, our and our affiliates' trademarks and logos (including GoAffPro trademarks), and any other intellectual property and technology that we provide or use in connection with the program (including application programming interfaces, software development kits, libraries, sample code and related documents).

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 operation, any Content or your participation in the Program, or if 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 to us (even if you have designated your Submission confidential) a perpetual, royalty-free, non-exclusive, worldwide, irrevocable, and 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 as a credit in connection with your Submission (however, we shall have no obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Further, you hereby warrant that: (y) your Submission is your original work, or that you obtained your Submission legally; and (z) that our exercise and that of our sublicensees of the rights under the above license will not infringe the rights of any person or entity, including copyrights. You agree to provide us with such assistance as we may require to document, perfect or maintain our rights to Your Submission.

13. Compliance with Laws
In connection with your participation in the Program, you will comply with all applicable laws in India, including but not limited to the ordinances, rules, regulations, orders, licenses, permits, judgments, decisions and other requirements of any government authority having jurisdiction over you.

14. Duration and Termination
The term of this Operating Agreement begins when we accept your application to participate in the Program and ends 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 any termination of this Operating Agreement, all licenses you have with respect to the Content will automatically terminate and you will immediately cease using the GoAffPro Content and Marks and promptly remove from your Site and otherwise remove or destroy all links. to the Partner Site, all GoAffPro trademarks, other content and other materials provided or made available by us or on our behalf under this Operating Agreement or in connection with the Program. We may withhold accrued and 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 any 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 Sections 5, 9, 10, 12, 13, 14, 16, 17, 18 , 19 and 20, together with all payment obligations accrued but not paid by us under this Operating Agreement, shall survive the termination of this Operating Agreement. No termination of this Operating Agreement shall relieve either party of any liability for any breach of this Operating Agreement or any liability accrued hereunder prior to termination.

15. Amendment
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 a notice of change, revised agreement or revised Operational Documentation on the Site. of the Partner or by sending you a notification of this modification by e-mail to the e-mail address then associated with your Associate account (any modification by e-mail will be effective on the date specified in this e-mail and will in no case be less than two working days after the date of sending the e-mail). Modifications may include, for example, changes to the Affiliate Program advertising fee schedule, Affiliate 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. IF YOU CONTINUE TO PARTICIPATE IN THE PROGRAM AFTER THE EFFECTIVE DATE OF A CHANGE (FOR EXAMPLE, THE DATE OF POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON PARTNER'S SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION), YOU WILL BE DEEMED TO HAVE BINDINGLY ACCEPTED 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 have no authority to make or accept any offers or representations on our behalf or that of 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, 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 such action yourself.

17. Limitation of Liability
WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING OUT OF THIS OPERATING AGREEMENT, THE PROGRAM, THE OPERATIONAL DOCUMENTATION, PARTNER SITE, GOAFFPRO SITE OR SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF THIS OPERATION AGREEMENT, THE PROGRAM, THE PARTNERS 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 DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OCCURRED.

18. Disclaimers
THE PROGRAM, GOAFFPRO SITE, PARTNERS SITE, PRODUCTS AND SERVICES OFFERED ON THE PARTNERS SITE, SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, GOAFFPRO.COM DOMAIN NAME AND TRADEMARKS AND LOGOS OF OUR AFFILIATES (INCLUDING GOAFFPRO MARKS), AS WELL AS ALL TECHNOLOGIES, SOFTWARE, FEATURES, MATERIALS, DATA, IMAGES, TEXT AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY US, OUR AFFILIATES OR OUR LICENSORS, OR ON THEIR BEHALF, IN CONNECTION WITH THE PROGRAM (COLLECTIVELY, THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS”. 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, OUR AFFILIATES AND OUR LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE , NON-INFRINGEMENT AND QUIET ENJOYMENT, AS WELL AS ANY WARRANTY ARISING FROM ANY TRANSACTION, PERFORMANCE OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR CHANGE 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 SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL OPERATE AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR-FREE OR FREE OF HARMFUL COMPONENTS . NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS SHALL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES OR INTERRUPTIONS IN SERVICE, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO YOUR SITE OR ANY DATA, IMAGES, TEXT OR OTHER INFORMATION OR CONTENT, OR ANY MODIFICATION, DELETION, DESTRUCTION, DAMAGE OR LOSS THEREOF. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, GOAFFPRO SITE OR AFFILIATE PROGRAM SITE SHALL CREATE ANY WARRANTIES NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS SHALL BE LIABLE FOR ANY COMPENSATION, REIMBURSEMENT OR DAMAGES RELATED TO (X) ANY LOSS OF POTENTIAL PROFITS OR REVENUES, ADVANCE SALES, GOODWILL OR OTHER BENEFITS , (Y) ANY INVESTMENT, EXPENSE OR COMMITMENT 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 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 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 rights or the property 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 by damages.

20. Miscellaneous
You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit referrals from customers 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 prior express written consent. Subject to this limitation, this Operating Agreement will be binding on and enforceable against the parties and their respective successors and assigns. Our failure to enforce strict performance of 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 any conflict between this Operating Agreement and the Operational Documentation, the Affiliate Program Excluded Products page shall prevail over this Operating Agreement, which shall prevail over the rest of the Operational Documentation. Whenever used in this Operating Agreement, the terms "include", "including", "for example" and "for example" mean, respectively, "include, 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 about us or our affiliates that we provide under the Operating Agreement that is not known to the general public is considered (“Confidential Information”). You agree that: (a) all Confidential Information will remain the exclusive property of GoAffPro; (b) you will only use the Confidential Information as reasonably necessary for your performance under the Operating Agreement and you will ensure that persons having access to the Confidential Information are informed of the obligations of this provision and will comply with it; and (c) you will not disclose Confidential Information to any individual, company or 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 related to your performance under this Operating Agreement to any judicial, quasi-judicial, governmental, regulatory or other, as we may require to cooperate and/or comply with any of their orders, instructions or directions or to fulfill any requirement under applicable laws. You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise named on any list of prohibited or restricted parties or owned or controlled( e)s by such party, including, but not limited to, lists maintained by the United Nations Security Council, the U.S. government (e.g., Specially Designated Nationals List and Sanctions Evader List Department of the Treasury and the Entity List of the U.S. Department of Commerce), the European Union or its member states, or any other applicable governmental authority.

MOBILE APPLICATIONS POLICY
These Mobile Application Guidelines (“Mobile Application 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. "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 adherence to these Mobile Guidelines is required at all times, and any violation of these Mobile Guidelines will automatically terminate the Operating Agreement.

Your mobile app:

must be free to download and all referral links must be accessible without paying to access them;
must have original content;
must not mimic the functionality of our Partner Site's shopping app (if any);
must not include price tracking and/or price alert functionality, unless approved in writing in advance by GoAffPro or its partner site;
must not host or render the web pages of the partner site in WebViews.
We may modify this Mobile Application Policy at any time and in our sole discretion by posting a notice of modification or a revised Mobile Application Policy on the GoAffPro Site or 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 ANY MODIFICATION NOTICE OR REVISED MOBILE APPLICATION POLICY ON PARTNER'S SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE MODIFICATION.

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