Affiliate Program Agreement

Cozidoo Affiliate Program Agreement

This Affiliate Program Agreement (the "Agreement") sets out the terms and conditions that govern your participation in the Affiliate Program (the "Program"). "We," "us," or "our" means GoAffPro.com and the Partner Site. "You" or "your" refers to the applicant. A "Site" is a website. "Partner Site" means the e-commerce or retail partner that uses GoAffPro's affiliate tracking software. "www.cozidoo.com" means any website, software application, and mobile application (as defined below) that you link to the Partner Site. "Advertising Fees" are commissions earned for a successful and verified sale of a Product on the Partner Site by a customer through your referral link.

BY CHECKING THE BOX INDICATING THAT YOU ACCEPT THE TERMS OF THIS AGREEMENT, OR BY CONTINUING TO PARTICIPATE AFTER THE POSTING OF A CHANGE NOTICE, A REVISED AGREEMENT, OR REVISED OPERATING DOCUMENTATION ON THE PARTNER SITE, (A) YOU AGREE TO BE BOUND BY THIS AGREEMENT; (B) you acknowledge and agree that you have independently evaluated the desirability of participating in the Program and that you are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement. (C) You hereby represent and warrant that you are legally capable of entering into contracts (for example, that you are not a minor) and that you will comply, and continue to comply, with this Agreement. IF THIS AGREEMENT IS BEING ENTERED INTO BY A COMPANY OR OTHER LEGAL ENTITY, THE PERSON ACCEPTING THIS AGREEMENT ON BEHALF OF THAT COMPANY OR LEGAL ENTITY HEREBY REPRESENTS AND WARRANTS THAT THEY ARE AUTHORIZED AND LEGALLY ABLE TO BIND THAT COMPANY OR LEGAL ENTITY TO THIS AGREEMENT.

1. Description of the Program

The purpose of the Program is to enable you to advertise Products on your Site and to earn Advertising Fees OR commissions on qualifying purchases (defined in Section 7) made by your end users. A "Product" means any item sold on the Partner Site, with the exception of products expressly defined herein as excluded products (collectively, "Excluded Products"). The Product may also include certain services, provided that they are expressly listed in the Affiliate Program commission schedule. To make it easier for you to advertise the Products, we may provide you with data, images, text, link formats, widgets, links, and other linking tools, as well as other information related to the Program ("Content"). Content expressly excludes any data, images, text, or other information or content relating to products offered on any website other than the Partner Site.

2. Registration

To begin the registration process, you must submit a complete and accurate application for the Program. You must specify your location in your application. We will review your application and notify you whether it has been accepted or rejected. We may reject your application in our sole discretion, including if we determine that your Site is unsuitable. Unsuitable 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 based on race, sex, religion, nationality, disability, sexual orientation, or age, or engage in discriminatory practices;

(e) promote or carry out illegal activities;

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

(g) otherwise infringe intellectual property rights.

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

You will ensure that the information contained in your application to participate in the Program and otherwise associated with your account, including your email address and other contact information as well as 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 Agreement to the email address then associated with your Program account. You will be deemed to have received all notices, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

3. Links on Your Site

After you have received notice 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 Agreement and that properly use the "tagged" Special Link formats we provide, and that comply with the linking requirements of the Affiliate Program. Special Links enable accurate tracking, reporting, and accrual of Advertising Fees.

You may earn Advertising Fees only as described in Section 7 and only with respect to activity on the Partner Site that occurs directly through Special Links. We are not obligated 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 a reduction of the Advertising Fees that would otherwise be payable to you under this 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 relevance and other requirements of this Section 3 and of the Mobile Application Policy apply to Mobile Applications. We will review your application and notify you whether it has been accepted or rejected. An accepted Mobile Application is an "Approved Mobile Application" for the purposes of this Agreement.

Special Links displayed in Approved Mobile Applications may be provided by the affiliate API or partner API ("Affiliate API") or the Product Advertising API, including any Special Links displayed in an embedded web browser, and must use the affiliate ID that 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 as well as all pages, schedules, policies, guidelines, and other documents and materials referenced in this Agreement (collectively, the "Operating Documentation").

You will provide us with all information we request in order to verify your compliance with this Agreement or any Operating Documentation. If we determine that you have violated any of the requirements or restrictions described on the Affiliate Program participation requirements page or in any other Operating Documentation, or have otherwise breached this Agreement, we may (in addition to any other rights or remedies available to us) (a) withhold the Advertising Fees payable to you under this Agreement; (b) close any other accounts you may have or open in the future, without paying any Advertising Fees; (c) terminate this Agreement; or (d) take any of the foregoing actions.

In addition, you hereby agree to the following:

that we may send you emails about the Program from time to time;
that we may 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 Policy;
that we may monitor, crawl, and investigate your Site to verify compliance with this Agreement and the Operating Documentation.

5. Responsibility for Your Site

You are solely responsible for your Site, including its development, operation, and maintenance, as well as all materials contained therein. For example, you are solely responsible for:

the technical operation of your Site and all related equipment;
displaying Special Links and Content on your Site in accordance with this Agreement and the Operating Documentation, as well as any agreements between you and other persons or entities (including any restrictions or requirements imposed by persons or entities that host your Site).
creating and displaying the materials shown on your Site (including all product descriptions and other product-related materials, as well as any information you include in or link to Special Links) and maintaining their accuracy, completeness, and relevance;
using the Content, your Site, and the materials on or within your Site in a manner that does not infringe, violate, or misappropriate our rights or the rights of any other person or entity (including copyrights, trademark rights, privacy rights, publicity rights, or other intellectual property rights);
ensuring that the Content, your Site, and the materials on or within your Site are not used in a manner that is harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, or otherwise objectionable;
disclosing accurately and appropriately on your Site

through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, the fact that third parties (including us and other advertisers) may serve content and advertising, collect information directly from visitors, and place or recognize cookies in visitors' browsers;
any use by you of the Content and the GoAffPro Trademarks, whether or not permitted under this Agreement.
We assume no liability for such matters or for any claims by your end users relating to such matters, and you agree to indemnify and hold harmless us, our affiliates and licensors, and our and their respective employees, officers, directors, and agents, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to (a) your Site or the materials on it, including the combination of your Site or such materials with other applications, the Content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your Site or the materials contained therein, as well as all other matters described in this Section 5; (c) your use of any Content, (d) whether such use is authorized by this Agreement, any Operating Documentation, or applicable law; (e) your breach of any provision of this Agreement or any Operating Documentation; or the negligence or willful misconduct of your employees.

6. Order Processing

We process product orders from customers who follow Special Links from your Site to the Partner Site. We reserve the right to reject orders that do not meet the requirements of the Partner Site, as those requirements may be updated from time to time. We track qualifying purchases (defined in Section 7) for reporting and Advertising Fee accrual purposes and provide you with reports summarizing these qualifying purchases.

7. Advertising Fees

We will pay you Advertising Fees for qualifying purchases in accordance with Section 8 and the Affiliate Program commission schedule. If for any reason an overpayment has been made to you, we reserve the right to offset it against subsequent Advertising Fees owed to you under this Agreement. Subject to the exclusions set out below, a "qualifying purchase" occurs when (a) a customer on your Site clicks on a Special Link to the Partner Site; (b) during a single session in which the customer adds a Product to their shopping cart and places the order for that 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 from your Site to the Partner Site, and ends as soon as: (x) 24 hours have elapsed 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.

Advertising Fees are excluded from, and we will not pay any Advertising Fees on, the following purchases:

any Product placed in the customer's shopping cart, or streamed or downloaded by a customer, after the expiration of the applicable session, even if the customer previously followed a Special Link from your Site to the Partner Site;

product purchases that are not properly tracked or reported because the links from your Site 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 colleagues (for example, personal orders, orders for your own use, and orders you place for or on behalf of any other person or entity);

any Product acquired for resale or commercial use of any kind;

any Product purchased after termination of this Agreement;

any Product order that has been cancelled, returned, or refunded;

any Product purchased by a customer who is referred to the Partner Site in any of the following ways:

a prohibited paid search engine placement;

a link to the Partner Site, including a redirect link, generated or displayed in a search engine in response to a general internet search or keyword (i.e., in natural, free, organic, or unpaid search results), whether or not such links appear as a result of your submission of data to that site or otherwise.

any qualifying purchase for which you have offered any person or entity consideration or an incentive (including cash, a price reduction, a rebate, points, a donation to a charity or other organization, or any other benefit) for the use of Special Links (for example, by implementing a "rewards" or loyalty program that encourages 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 provided by the Affiliate API, the Product Advertising API, or other linking tools that we provide to you.

any qualifying purchase made in India through a mobile device or tablet where:

Pay-per-view advertising is strictly prohibited

Any qualifying purchase in which the affiliate has posted links or its coupon code on a "coupon site" is strictly prohibited. The definition of a coupon site can be found below.

Displaying coupon offers on your Site with a prompt such as "show coupon code" or any similar wording that invites the visitor to click on a coupon code and proceed to the Partner Site is prohibited.

the Partner Site's mobile application is pre-installed on the device or tablet by the original equipment manufacturer ("OEM"); or

the Partner Site's mobile application is installed through a maintenance release or firmware update, or through firmware-based notifications sent by the OEM or a notification partner; or

the Partner Site's mobile application is installed from a source other than the Google Play Store or the iOS App Store.

"Coupon Site"

Whether you are classified as a coupon affiliate is determined by the Partner in its sole discretion. Factors that may lead to classification as an "affiliate coupon" include, among others:

the presence of coupon offers, in particular from many different merchants, on the affiliate's site, especially where 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 site's URL or in a prominent place in the site's content, such as "coupons," "deals," or "savings";

a site that focuses on other merchants and the discounts or special offers they provide, rather than on products, and offers little original, human-created content.

"Prohibited paid search engine placement" means an advertisement that you have acquired by bidding on keywords, search terms, or other identifiers (including protected terms) or by otherwise participating in keyword auctions. "Protected term" means keywords, search terms, or other identifiers that contain the word "goaffpro" or any other trademark of GoAffPro or its affiliates, or variations or misspellings of these words (for example, "goaffpor"). "Redirect link" means a link that redirects users indirectly, through an intermediate site or web page, to the Partner Site, without requiring the user to click on a link or take any other affirmative action on that intermediate site or web page. "Search engine" means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or any other search or referral service or site that participates in any of their respective networks.

8. PAYMENT OF ADVERTISING FEES

We will pay you Advertising Fees monthly for qualifying purchases that were shipped, streamed, or downloaded (as applicable) in a 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 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 any applicable service tax or goods and services tax, or any other taxes or levies that you may be required to pay in connection with such services, for which you must, in accordance with applicable laws and regulations, issue a valid invoice and report it in your tax returns within the prescribed time, so that the Partner Site can claim the input tax credit for the taxes paid. You agree to comply with all applicable provisions of this law, including, but not limited to:

• issuing GST-compliant invoices in a timely manner;
• providing invoices to the Partner Site;
• depositing taxes due on a regular basis; and
• declaring them correctly to the government in accordance with the tax laws.

If, at any time, the Partner Site or GoAffPro is denied a tax credit or is required to pay taxes due to (but not limited to) the issuance of a defective invoice by you, your non-payment of taxes, incorrect statements in tax returns you have filed, or your failure to comply with applicable laws and regulations, you will be obligated to indemnify the Partner Site and GoAffPro for any denied credit or collected tax, as well as any interest and penalties imposed on the Partner Site and GoAffPro. If required under applicable Indian tax law, we may deduct or withhold taxes, levies, or similar amounts from the Advertising Fees owed to you. If you are a resident of India, the Advertising Fees payable to you are subject to withholding tax at the rate prescribed by 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. If you are a non-resident, you also agree to provide the Partner Site and GoAffPro with the necessary documentation, where applicable, to comply with any reporting or Advertising Fee obligations owed to you. If we deduct or withhold taxes from the Advertising Fees owed to you, we will, where required by law, issue you a corresponding withholding tax certificate as evidence of the filing of the taxes with the relevant regulatory authorities (in the case of non-residents, this is subject to the provision of the appropriate documentation). If you provide us with a certificate for nil or reduced withholding tax, we will apply that nil or reduced withholding tax rate as the applicable withholding tax rate to the Advertising Fees payable to you. You hereby agree not to assert any claims against GoAffPro or any of its affiliates, and hereby waive any and all claims that you may now or in the future have in respect of taxes arising from the Partner Site's and GoAffPro's filings with any competent tax authority under this Agreement.

9. POLICIES AND PRICING

Customers who purchase Products through this Program are customers of the Partner Site with respect to all activities they carry out in connection with the Partner Site. Accordingly, as between you and us, all prices, terms of sale, rules, policies, and operating procedures relating to customer orders, customer service, and product sales listed on the Partner Site apply to these customers and may be changed at any time.

10. IDENTIFY YOURSELF AS AN ASSOCIATE

You will not issue any press release or make any other public communication regarding this Agreement, your use of the Content, or your participation in the Program. You may not misrepresent or embellish the relationship between you and us (including by stating or implying that we support, sponsor, endorse, or contribute to a charity or other cause), nor may you express or imply any relationship or affiliation between you and us or any other natural or legal person, except as expressly permitted in this Agreement. However, you must clearly state the following on your Site: "[Enter 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

1. Subject to the terms of this Agreement and solely for the limited purpose of advertising Products on the Partner Site and directing end users to it 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 those of our trademarks and logos that we provide to you in connection with the Content (such trademarks and logos collectively referred to as the " GoAffPro Trademarks ") solely on your Site and in accordance with the Affiliate Program trademark guidelines

2. All licenses set out in this Section 11 will terminate immediately and automatically if, at any time, you fail to timely perform any obligation under this Agreement or any Operating Documentation, or if this Agreement is otherwise terminated. In addition, we may terminate the license set out in this Section 11, in whole or in part, by written notice. You will promptly remove from your Site, and otherwise delete or destroy, all Content and GoAffPro Trademarks for which the license set out in this Section 11 is terminated or that we otherwise request from time to time.

3. Associates Program IP License (" License ")

   1. By accepting this Agreement or by accessing or using the product advertising content (as defined below), including proprietary application programming interfaces and other tools (collectively, " 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 this License.

   2. Subject to the terms of this License and solely for the limited purpose of participating in the Affiliate Program in strict compliance with this Agreement (including this License and other Operating Documentation), 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 solely the GoAffPro Trademarks that we provide to you as part of the Product Advertising Content, solely on your Site and in accordance with the Affiliate Program trademark guidelines, except as otherwise provided in this Agreement; and (c) access and use the PA API, the data feed, and the Product Advertising Content solely in accordance with the specifications and this License.

12. RESERVATION OF RIGHTS; SUBMISSIONS

Except for the limited licenses expressly set out 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 APIs, data feeds, Product Advertising Content, domain names owned or operated by us, information and materials on Partner or affiliated Sites, our and our affiliates' trademarks and logos (including the 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 materials), and you acquire no ownership interest or rights in or to the Program by virtue of this Agreement or the license hereunder.

If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a Product or in connection with this Agreement, the 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 us (even if you have designated Your Submission as confidential) a perpetual, paid-up, and 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 of Your Submission for any purpose; (c) use and publish your name as an attribution in connection with Your Submission (but we are not obligated to do so); and (d) sublicense the foregoing rights to any other person or entity. In addition, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) the exercise of our rights and the rights of our sublicensees under the foregoing license does not infringe the rights of any natural or legal person, including copyrights. You agree to assist us in any manner necessary to document, perfect, or maintain our rights in Your Submission.

13. COMPLIANCE WITH LAWS

In connection with your participation in the Program, you agree to comply with all applicable laws of India, in particular orders, rules, regulations, ordinances, licenses, permits, judgments, decisions, and other requirements of all governmental authorities having jurisdiction over you.

14. TERM AND TERMINATION

The term of this Agreement begins upon our acceptance of your Program application and ends when you or we terminate it. Both you and we may terminate this Agreement at any time, with or without cause, by giving written notice of termination to the other party. Upon termination of this Agreement, all licenses you hold with respect to the Content will automatically terminate, and you must immediately cease use of the Content and the GoAffPro Trademarks and promptly remove from your Site, and delete or otherwise destroy, all links to the Partner Site, all GoAffPro Trademarks, all other Content, and all other materials provided or made available to you by us or on our behalf under this 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 any cancellations or returns). Upon termination of this Agreement, all rights and obligations of the parties will cease, except for the rights and obligations of the parties under Sections 5, 9, 10, 12, 13, 14, 16, 17, 18, 19, and 20, as well as any accrued but unpaid payment obligations on our part under this Agreement, which will survive the termination of this Agreement. Termination of this Agreement does not release either party from liability for breaches or liabilities arising under this Agreement prior to termination.

15. MODIFICATION

We may modify the terms and conditions contained in this Agreement (and in the Operating Documentation) at any time and in our sole discretion, by posting a change notice, a revised agreement, or revised Operating Documentation on the Partner Site, or by sending you notice of the change by email to the email address currently associated with your affiliate account (any change made by email becomes effective on the date stated in the email, and in no event earlier than two business days after the date the email is sent). Changes may include, for example, changes to the Affiliate Program advertising fee schedule, the Affiliate Program participation terms, the payment procedures, and other Program requirements. IF YOU DO NOT AGREE TO A CHANGE, YOUR SOLE REMEDY IS TO TERMINATE THIS AGREEMENT. Your continued participation in the Program after the effective date of a change (for example, the date of posting of a change notice, a revised Agreement, or revised Operating Documentation on the Partner Site, or the date stated in an email 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 Agreement or the Operating Documentation creates a partnership, joint venture, agency, franchise, sales representative relationship, or employment relationship between you and us or our respective affiliates. You are not authorized to make or accept any offers or representations on our behalf or on behalf of our affiliates. You will not make any statements, whether on your Site or otherwise, that contradict or could contradict the contents of this Section. If you authorize, assist, encourage, or facilitate another person or entity to take actions related to the subject matter of this Agreement, you will be deemed to have taken those actions 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 AGREEMENT, THE PROGRAM, THE OPERATING 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 TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE PARTNER SITE, THE GOAFFPRO SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL AMOUNT OF ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY.

18. DISCLAIMERS

THE PROGRAM, THE GOAFFPRO SITE, THE PARTNER SITE, ALL PRODUCTS AND SERVICES OFFERED ON THE PARTNER SITE, ALL SPECIAL LINKS, LINK FORMATS, OPERATING DOCUMENTATION, CONTENT, THE GOAFFPRO.COM DOMAIN NAME, AND THE TRADEMARKS AND LOGOS OF OUR AFFILIATES (INCLUDING THE GOAFFPRO TRADEMARKS), AS WELL AS ALL TECHNOLOGY, SOFTWARE, FEATURES, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY 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, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND 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 OF THIRD-PARTY RIGHTS, AND QUIET ENJOYMENT, AS WELL AS ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WE MAY, AT ANY TIME AND FROM TIME TO TIME, IN OUR SOLE DISCRETION, DISCONTINUE ANY SERVICE OFFERING OR CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING. NEITHER WE NOR OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION 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 SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO, OR ALTERATION OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION THAT YOU OBTAIN FROM US OR ANY OTHER PERSON OR LEGAL ENTITY, OR THROUGH OR FROM THE PROGRAM, CONTENT, OPERATING DOCUMENTATION, THE GOAFFPRO SITE, OR THE AFFILIATE PROGRAM SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHERMORE, NEITHER WE NOR OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING FROM (X) LOST PROFITS OR POTENTIAL REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS ON YOUR PART 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. GOVERNING LAW AND DISPUTES

This Agreement is governed by the laws of the Republic of India, without regard to conflict of laws principles. The courts of [Haryana] have exclusive jurisdiction over all disputes relating to or arising in any way out of the subject matter of the Program or this Agreement.

Notwithstanding any provision to the contrary in this Agreement, we may seek an injunction or other relief in any court of competent jurisdiction for any actual or alleged infringement of our intellectual property or proprietary rights or the rights of other persons or entities. You further acknowledge and agree that our rights in the Content are of a special, unique, and extraordinary character that gives them a particular 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 Agreement, or operate sites that are similar to or compete with your Site. You may not assign this Agreement, whether by operation of law or otherwise, without our express prior written consent. Subject to this restriction, this Agreement is binding upon, inures to the benefit of, and is enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict compliance with any provision of this Agreement does not constitute a waiver of our right to later enforce that provision or any other provision of this Agreement. In the event of a conflict between this Agreement and the Operating Documentation, Products Excluded from the "Affiliate Program" page will take precedence over this Agreement, which governs the rest of the Operating Documentation. In this Agreement, the terms "include," "including," "for example," and "e.g." each mean "include, without limitation," "including, without limitation," "for example, without limitation," and "e.g., without limitation," respectively. All determinations or updates made by us, all actions taken by us, and all approvals granted by us under this Agreement are made in our sole discretion. "Confidential Information" means all information about us or our affiliates that we provide under this Agreement and that is not publicly known. 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 reasonable and necessary for your performance under this Agreement, and you will ensure that persons who have access to the Confidential Information are informed of and comply with the obligations set out in this provision; and (c) you will not otherwise disclose Confidential Information to any person, entity, 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 transmitted by you, or relating to your performance under this Agreement, to any judicial, quasi-judicial, governmental, regulatory, or other authority, where we are required to cooperate with them and/or comply with their orders, instructions, or directions, or to meet any requirements under applicable laws. You represent and warrant that you and your financial institution(s) are not subject to any sanctions or otherwise on any list of prohibited or restricted parties, and are not owned or controlled by any such party, including, but not limited to, lists of the United Nations Security Council, the Government of the United States (for example, the U.S. Department of the Treasury's Specially Designated Nationals List, the Foreign Sanctions Evaders List, and the U.S. Department of Commerce's Entity List), the European Union or its member states, or any other relevant governmental authority.

MOBILE APPLICATION POLICY

This mobile policy (the " Mobile Application Policy ") applies to the inclusion of Special Links in your Approved Mobile Application. "We," "us," or "our" means GoAffPro.com, its Partner Sites, or its affiliates, as applicable. "You" means the user agent of the associated account linked to the Approved Mobile Application. All capitalized terms used below that are not defined on this page have the meaning assigned to them in the Agreement. Strict compliance with this Mobile Application Policy is required at all times, and any breach of this Mobile Application Policy will automatically result in termination of the Agreement.

Your Mobile Application:

1. must be free to download, and all referral links must be accessible without payment for access.
2. must have original content;
3. must not emulate the functionality of our own Partner Site shopping application (if any);
4. must not have a price-tracking and/or price-alert feature, unless prior written approval has been obtained from GoAffPro or its Partner Site;
5. must not host or display 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 a revised or supplemented Mobile Application Policy on GoAffPro or the Partner Site. IF YOU DO NOT AGREE TO A CHANGE, YOUR SOLE REMEDY IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM. Your continued inclusion of Special Links in your Approved Mobile Application after the 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, in our sole discretion, to take appropriate action against any unauthorized use or any use that does not comply with this Mobile Application Policy.