Affiliate Program Operating Agreement
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, software application, and 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 ACCEPT THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, 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 DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND WILL NOT RELY 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 ACCEPTED BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON ACCEPTING THIS OPERATING AGREEMENT ON BEHALF OF SUCH COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT SHE IS AUTHORIZED AND LEGALLY ABLE TO BIND SUCH COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.
1. Program Description
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” means any item sold on the Partner Website, other than those products 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. In order to facilitate your advertising of Products, we may make available to you data, images, text, link formats, widgets, links and other linking tools, and other information in connection with the Program (“Content”). Content specifically excludes any 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 application. We will evaluate your application and notify you whether we accept or reject it. We may reject your application 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 content;
(b) promote violence or contain violent content;
(c) promote or contain defamatory or libelous material;
(d) promote discrimination or employ discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation or age;
(e) promote or undertake illegal activities;
(f) include any trademark of GoAffPro, its Partner Sites or its Affiliates, or any variation or misspelling of any 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 are free to reapply at any time. However, if we accept your application and later determine that your site is not a good fit, 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 your site identification, is at all times complete, accurate, and current. We may send notices (if any), approvals (if any), 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
Once you have been notified that you have been accepted into the Program, you may display 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 utilize the “tagged” Special Link formats we provide, and that otherwise comply with the Affiliate Program’s linking requirements. Special Links enable accurate tracking, reporting, and accounting of advertising costs.
You may only collect Advertising Fees 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 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 in the Advertising Fee amounts 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 handheld 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 purposes of this Agreement.
Special Links displayed in Approved Mobile Applications may be provided by the Affiliate API or Partner API (“Affiliate API”) or Product Advertising API, including Special Links displayed in an embedded web browser and must use the Affiliate Identifier we have expressly assigned to you 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 “Operating 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 Affiliate Program Terms of Participation page or any other Operational Documentation or that you have breached this Operating Agreement, we may (in addition to any other rights or remedies available to us): (a) withhold the 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 advertising fees; (c) terminate this Operating Agreement; or (d) take all of the foregoing actions. In addition, you hereby consent to us:
send you emails relating to the Program from time to time;
monitor, record, use and disclose information about your site and your site visitors 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 purchasing a product on the Partner Site) in accordance with the Privacy Notice; and
monitor, explore and otherwise examine your Site to verify 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, as well as all elements that appear on it. For example, you will be solely responsible for:
the technical operation of your site and all associated equipment;
displaying Special Links and Content on your Site in accordance with this Operating Agreement and the Operational Documentation, as well as any agreement 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);
creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all product descriptions and other product-related materials, and any information you include in or associate with special links);
use of the Content, your Site and materials on or in your Site in a manner that does not infringe, violate or misappropriate any of our rights or the rights of any other person or entity (including copyright, trademark, privacy, publicity or other intellectual property or proprietary rights);
use the Content, your Site and the materials on or in your Site in any manner that is not harmful, harassing, profane, defamatory, obscene, pornographic, pedophilic, libelous or otherwise offensive;
disclose on your site accurately and adequately, either 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 information.
6. Order processing
We will process orders for products 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 expense accrual purposes and will make reports summarizing such Qualifying Purchases available to you.
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 you are overpaid for any reason, we reserve the right to adjust or offset such overpayment against any 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 from your site to the Partner Site; (b) during a single session, the customer adds a product to their shopping cart and completes the order for that product no later than 89 days after the customer’s initial 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 from your site to the Partner Site and ends when the earlier of the following occurs: (x) 24 hours have passed since 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 fees on, any of the following:
any product that, after the applicable session has expired, 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 the links from your site 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, 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 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 that is returned to the partner site by one of the following means:
a prohibited paid search placement; or
a link to the Partner Site, including a redirect link, 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 such 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, a discount, a rebate, points, a donation to charity or other organization, or any other benefit) for the use of Special Links (for example, by implementing a “rewards” or loyalty program that incentivizes persons 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, Product Advertising API or other linking tools we make available to you.
any eligible purchase, which takes place in India, made via a mobile device or tablet where:
Pay-per-click advertising is strictly prohibited.
Any qualifying purchase in which the affiliate has posted links or its coupon code on a “coupon website” is strictly prohibited. For the definition of a coupon website, see below.
Posting coupon offers on your website with “reveal coupon code” or a similar phrase that entices the visitor to click to reveal a coupon code and go to the partner’s site is prohibited.
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 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.
"Coupon Website"
Whether you are classified as a Coupon Affiliate will be determined by the Partner in its sole discretion. Factors that may lead to classification as a “Coupon Affiliate” include, but are not limited to:
the presence of coupon offers, especially from many different merchants, on the affiliate's website, particularly if such coupons represent many different merchants and/or are indexed or organized in a directory;
the presence of certain words (or variations or misspellings thereof) in the Website URL or prominently displayed in the Website content, such as “coupons,” “deals,” or “savings”;
a website that focuses on other merchants and the discounts or promotions they offer, rather than products, and features little original human-generated content.
“Prohibited Paid Search Placement” means advertising that you have purchased by bidding on keywords, search terms or other identifiers (including proprietary terms) or by participating in other 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 any of these words (e.g., “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 a link or take any other affirmative action on that intermediary site or webpage. “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 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 owed to you is at least INR 1,000 in the case of NEFT transfers.
The advertising fees payable to you are inclusive of 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 issue a valid invoice under applicable laws and regulations and declare it in the returns within the prescribed time so that the Partner Site may benefit from a tax credit on the taxes paid. You agree to comply with all applicable provisions of such law, including but not limited to:
the timely issuance of GST compliant invoices;
the provision of invoices on the partner site;
the filing of applicable taxes on a periodic basis; and
declare them correctly to the government in accordance with tax laws.
If at any time a tax credit is disallowed or payment of taxes is demanded from the Partner Site or GoAffPro, due to, but not limited to, issuance of a deficient invoice, failure to pay taxes, improper reporting in returns filed or failure to comply with applicable laws and regulations by you, you shall indemnify the Partner Site and GoAffPro against any disallowed credit or recovered tax and any interest and penalties imposed on the Partner Site and GoAffPro. If required by applicable Indian tax law, we may deduct or withhold taxes, levies or any similar amounts from the advertising fees payable to you. If you are a resident of India, the advertising fees 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 PAN (Permanent Account Number), the withholding tax rate applicable to you will vary. Further, if you are a non-resident, you agree to provide necessary documentation, as required, for the Partner Site and GoAffPro to satisfy any reporting obligations or any obligations relating to the advertising fees payable to you. If we deduct or withhold taxes from the advertising fees payable to you, we will issue you the relevant withholding tax certificate, if required by applicable law, evidencing the deposit of taxes with the relevant regulatory authorities (for non-residents, this is subject to the relevant documentation being made available). If you provide us with a nil or reduced withholding tax certificate, we will apply such nil or reduced withholding tax rate as the applicable withholding tax rate on the advertising fees payable to you. You hereby agree not to bring any claim against P or any of its affiliates, and hereby waive any and all claims you may have now or in the future, relating to taxes that the Partner Site and GoAffPro file with any applicable taxing authority pursuant to this Operating Agreement.
9. Policies and Rates
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, as 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 will apply to such customers and may be changed at any time.
10. Identification 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 imply any 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 advertising and linking to the Partner Site.”
11. Limited License
Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising Products and directing end users to the Partner Site in connection with the Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display the Content solely on your site; and (b) use only our trademarks and logos that we may make available to you as part of the Content (such trademarks and logos, collectively, the “GoAffPro Marks”) solely on your site and in accordance with the Affiliate Program Trademark Guidelines.
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. In addition, 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 GoAffPro Content and Marks for which the license set forth in this Section 11 is terminated or as we may otherwise request from time to time.
Affiliate Program Intellectual Property License (“License”)
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 “PA API”) that enable 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 solely for the limited purposes of participating in the Affiliate Program in strict accordance with the Operating Agreement (including this License and the other Operational Documents), we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to: (a) copy and display the Product Advertising Content solely on your Site; (b) use only those GoAffPro Marks that we make available to you in connection with the Product Advertising Content, solely on your Site and in accordance with the Associates Program Brand Guidelines, except as otherwise provided in this Operating Agreement; and (c) access and use the PA API, Data Feed, and Product Advertising Content solely 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, any domain names owned or operated by us, the information and materials on any Partner Site or Linked Site, our and our affiliates' trademarks and logos (including the GoAffPro Marks), and any other intellectual property and technology we provide or use in connection with the Program (including application program interfaces, software development kits, libraries, sample code and associated materials), and you do not acquire, under this Operating Agreement or the License below, any ownership rights or interest in and to the Program, Special Links, link formats, Content, PA API, Data Feeds, Product Advertising Content, any domain names owned or operated by us, the information and materials on any Partner Site or Linked Site, our and our affiliates' trademarks and logos (including the GoAffPro Marks), and any other intellectual property and technology we provide or use in connection with the Program (including application program interfaces, software development kits, libraries, sample code and associated materials). owned or operated by us, the information and materials on any Partner Site or the Associated Site, our and our affiliates' trademarks and logos (including the GoAffPro Marks), and any other intellectual property and technology we provide or use in connection with the Program (including application program interfaces, software development kits, libraries, sample code and associated materials).
If you provide us or any of our affiliates with any suggestions, reviews, modifications, data, images, text or other information or content about a product or in connection with this Operating Agreement, any Content or your participation in the Program, or 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 as 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 manner; (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 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 have obtained your Submission lawfully; and (z) our and our sublicensees' exercise of rights under the above license will not infringe any rights of any person or entity, including copyrights. You agree to provide us with any assistance we may require to document, perfect, or maintain our rights in 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 other requirements of 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 participate in the Program and will end when either you or we terminate it. Either you or we may terminate this Operating Agreement at any time, with or without cause, by providing the other party with written notice of termination. Upon termination of this Operating Agreement, all licenses you hold to the Content will automatically terminate and you will immediately cease using the Content and the GoAffPro Marks and promptly remove from your site and otherwise destroy all links to the Partner Site, all GoAffPro Marks, any other Content and any other materials provided or made available to you by or on behalf of us under this Operating Agreement or otherwise in connection with the Program. We may withhold 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 will be extinguished, except for the rights and obligations of the parties under Sections 5, 9, 10, 12, 13, 14, 16, 17, 18, 19 and 20, and all accrued but unpaid payment obligations of us under this Operating Agreement will survive termination of this Operating Agreement. No termination of this Operating Agreement will relieve either party from any liability for any breach of this Operating Agreement or any liability arising under it prior to termination.
15. Modification
We may modify any of the terms and conditions contained in this Operating Agreement (and any Operating Documentation) at any time in our sole discretion by posting a notice of modification, a revised agreement or revised Operating Documentation on the Partner Site or by sending you notice of the modification by email to the email address currently associated with your Associate account (any modification by email will be effective on the date specified in such email and in no event less than two business days after the date the email is sent). Modifications may include, for example, changes to the Associate Program advertising fee schedule, the terms of participation in the Associate Program, payment procedures and other program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR SOLE REMEDY IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM AFTER THE EFFECTIVE DATE OF ANY CHANGE (FOR EXAMPLE, THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER SITE OR THE DATE SPECIFIED IN ANY EMAIL SENT TO YOU REGARDING SUCH CHANGE) CONSTITUTES YOUR BINDING ACCEPTANCE OF THE CHANGE.
16. Relationship between 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 affiliates. You will have no authority to make or accept any offers or representations on our behalf or on behalf of our affiliates. You will not make any statement, whether on your site or otherwise, that contradicts or could contradict anything in this Section. If you authorize, assist, 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 WILL 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 OR IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE OPERATIONAL 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. FURTHERMORE, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH 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 ON YOUR BEHALF UNDER THIS OPERATING AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURED.
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 OUR AFFILIATES' TRADEMARKS AND LOGOS (INCLUDING THE GOAFFPRO MARKS), 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 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, 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, NON-INFRINGEMENT AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WE MAY DISCONTINUE 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 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 WILL BE LIABLE FOR (A) ANY ERRORS, INACCURACIES OR INTERRUPTIONS OF SERVICE, INCLUDING POWER FAILURES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, DELETION, DESTRUCTION, DAMAGE TO 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 OR FROM THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, GOAFFPRO SITE OR AFFILIATE PROGRAM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHERMORE, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY COMPENSATION, REIMBURSEMENT OR DAMAGES ARISING OUT OF (X) ANY LOSS OF PROFITS OR POTENTIAL REVENUES, ANTICIPATED SALES, GOODWILL OR OTHER BENEFITS, (Y) ANY 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 shall be governed by the laws of the Republic of India, without regard to its conflict of laws principles. The courts of [Haryana] shall have exclusive jurisdiction over any dispute relating to or arising in any way out of the subject matter of 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 special, unique and extraordinary in nature, giving them a special value, the loss of which cannot be readily estimated or adequately compensated by monetary 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 to or competitive with your site. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written consent. Subject to that restriction, this Operating Agreement will be binding upon, inure to the benefit of, and be enforceable against the parties hereto and their respective successors and assigns. Our failure to enforce strict performance of any provision of this Operating Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Operating Agreement. In the event of a conflict between this Operating Agreement and the Operational Documentation, the Excluded Products from the Affiliate Program page will control over this Operating Agreement, which will control over the remainder of the Operational Documentation. Whenever 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 decisions 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 provided by us 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 sole property of GoAffPro; (b) you will use the Confidential Information only 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 of and comply with the obligations of this provision; and (c) you will not disclose 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 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 authority that may be required by us to cooperate and/or comply with any of their orders, instructions or directions or to satisfy any requirement under applicable laws. You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including, but not limited to, lists maintained by the United Nations Security Council, the U.S. government (e.g., the U.S. Treasury Department's Specially Designated Nationals List and Foreign Sanctions Evaders List and the U.S. Commerce Department's Entity List), the European Union or its member states, or any other relevant 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 meanings 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:
must be free to download and all referral links must be accessible without paying for access;
must have original content;
must not emulate the shopping app functionality of our partner site (if any);
shall not have any price tracking and/or price alert functionality unless previously approved in writing by GoAffPro or its partner site;
shall not host or render the Partner Site's web pages in WebViews.
We may modify this Mobile Application Policy at any time and in our sole discretion by posting a change notice or revised Mobile Application Policy on GoAffPro or the 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 FOLLOWING OUR POSTING OF A CHANGE NOTICE OR REVISED MOBILE APPLICATION POLICY ON THE PARTNER SITE CONSTITUTES YOUR BINDING ACCEPTANCE OF THE CHANGE.
We reserve the right, exercisable at our sole discretion, to take appropriate action against any unauthorized use or use that does not comply with this Mobile Application Policy.