Operating Agreement for Affiliate Program
This Operating Agreement for Affiliate Program ("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 partner website. "You" or "your" means the applicant. A "Site" means a website. "Partner Site" means the E-commerce or retail partner who uses goaffpro’s affiliate tracking software. "Your Site" means any website, software application, and mobile application (as defined below) that you link to the Partner Site. "Advertising Fees" means commissions earned for a successful and verified product sale 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 FOLLOWING THE 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 ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS 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. FURTHER, IF THIS OPERATING AGREEMENT IS BEING ENTERED INTO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LEGALLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.
1. Program Description
The purpose of the Program is to permit you to advertise Products on your Site and to earn Advertising Fees OR commissions for Qualified Purchases (defined in Section 7) made by your end users. A "Product" is any item sold on the Partner Website, except for all products that are explicitly defined as excluded products herein (collectively, "Excluded Products"). Product may also include certain services, if applicable, expressly included in the Affiliate Program Fee Schedule. To facilitate your advertisement 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. Enrollment
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 of its acceptance or rejection. 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 materials;
b) promote violence or contain violent materials;
c) promote or contain defamatory materials;
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 a variant or misspelling of a trademark of GoAffPro, its Partner Sites, or its affiliates, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site; or
g) otherwise violate intellectual property rights.
If we reject your application, you may reapply at any time. However, if we accept your application and we later determine that your Site is unsuitable, 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 identification of your Site, is at all times complete, accurate, and up-to-date. 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 notifications, 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 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 and that properly use the special "tagged" link formats we provide. and that comply with the Affiliate Program Linking Requirements Special Links permit accurate tracking, reporting, and the accrual of Advertising Fees.
You may earn Advertising Fees only as described in Section 7 and only with respect to activity on the Partner Site occurring directly through Special Links. We will have no obligation to pay you 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 any reduction of Advertising Fees that would otherwise be paid to you pursuant to 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 Mobile Application’s name and a link to your Mobile Application in your Program application. The suitability and other requirements in 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 served by the Affiliate API or Partner API ("Affiliate API") or the Product Advertising API, including any Special Links displayed within an embedded web browser and must use the affiliate ID we assign to you specifically 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, "Operational Documentation").
You will provide us with any information that we request to verify your compliance with this Operating Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction described on the Associates Program Participation Requirements page or any other Operational Documentation, or have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us) a) withhold any Advertising Fees otherwise payable to you under this Operating Agreement; b) close any other accounts you may have or open in the future, without payment of Advertising Fees; c) terminate this Operating Agreement; or d) take any of the actions set forth above.
Additionally, you hereby consent to our:
from time to time sending you emails regarding the Program;
monitoring, recording, using, and disclosing information about your Site and visitors to your Site that we obtain in connection with your display of Special Links (e.g., that a particular customer clicked through a Special Link from your Site before purchasing a Product on the Partner Site) in accordance with the Privacy Notice;
monitoring, crawling, and otherwise investigating 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 and all materials that appear on or within it. For example, you will be solely responsible for:
the technical operation of your Site and all related equipment;
displaying Special Links and Content on your Site in compliance with this Operating Agreement and the Operational Documentation and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your Site);
creating and displaying, 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 within or associate with Special Links);
using the Content, your Site, and the materials on or within your Site in a manner that does not infringe upon, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property rights);
using the Content, your Site, and the materials on or within your Site in a manner that is not harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, or otherwise in any manner;
disclosing on your Site accurately and adequately
through a privacy policy or otherwise, 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;
any use of the Content and GoAffPro Marks by you, whether or not such use is authorized under this Operating Agreement.
We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your Site or any materials that appear on your Site, including the combination of your Site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your Site or any materials that appear on your Site, and all other matters described in this Section 5; (c) your use of any Content, whether such use is authorized by this Operating Agreement, any Operational Documentation, or applicable law; (d) your breach of any term or condition of this Operating Agreement or any Operational Documentation; or (e) negligence or willful misconduct of your employees.
6. Order Processing
We will process Product orders placed by customers who follow Special Links from your Site to the Partner Site. We reserve the right to reject orders that do not comply with the Partner Site’s requirements, as they may be updated from time to time. We will track Qualified Purchases (defined in Section 7) for reporting and Advertising Fee accrual purposes and will make available to you reports summarizing these Qualified Purchases.
7. Advertising Fees
We will pay you Advertising Fees on Qualified Purchases in accordance with Section 8 and the Affiliate Program Fee Schedule. If an overpayment was made to you for any reason, we reserve the right to adjust or offset the same against any subsequent Advertising Fees payable to you under this Operating Agreement. Subject to the exclusions set forth below, a "Qualified Purchase" occurs when (a) a customer clicks through a Special Link on your Site to the Partner Site; during a single Session during which the customer adds a Product to his or her shopping cart and places the order for that Product no later than 89 days after the customer’s initial click; and (c) the Product is shipped to, and paid for by, the customer.
A "Session" begins when a customer clicks through a Special Link from your Site to the Partner Site and ends on the first to occur of the following: (x) 24 hours have passed 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.
Qualified Purchases exclude, and we will not pay Advertising Fees on, any of the following:
any Product that, after expiration of the applicable Session, is added to a customer’s shopping cart, or is streamed or downloaded by a customer, even if the customer previously followed a Special Link from your Site to the Partner Site;
any product purchase that is not correctly 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 associates (e.g., personal orders, orders for your own use, and orders you place for or on behalf of another 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 made;
any Product purchased by a customer who is directed to the Partner Site by any of the following means:
prohibited paid search placement;
a link to the partner site, including a redirect link, generated or displayed on a search engine in response to a general Internet search or a keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.
any eligible purchase for which you have offered any person or entity consideration or incentive (including money, a rebate, a discount, points, a donation to charity or other organization, or other benefit) for using Special Links (e.g., by implementing a “rewards” or loyalty program that incentivizes people or entities to visit the partner site through your Special Links).
any product purchased through a special link in a mobile application that was not an approved mobile application or where the special link in an approved mobile application was not served by the AMA API, Product Advertising API or other linking tools made available to you by us.
any Qualifying Purchase, that takes place in India, made through a mobile or tablet device in which:
Pay-per-click advertising is strictly prohibited
any qualifying purchase where the affiliate has posted links or their coupon code on "coupon site" are strictly prohibited. For the definition of a coupon site, see below
Posting coupon offers on your website with “reveal coupon code” or similar phrase that stimulates visitor to click to reveal a coupon code and go to partner site is prohibited.
the Partner Site mobile application is pre-loaded by the original equipment manufacturer ("OEM") on the device or tablet; or
the Partner Site mobile application is installed through a maintenance release or firmware update or firmware-based notifications sent by the OEM or notification partner; or
the Partner Site 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, particularly from many different merchants, on the Affiliate's website, especially if these coupons represent many different merchants and/or are indexed or are organized into a directory;
the presence of certain words (or variations or misspellings thereof) in the website's URL or prominently in the website's content, such as "coupons," "deals," or "savings";
a website focused on other merchants and the discounts or promotions they offer, rather than on products, and having little original human-generated content.
“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 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 web page and without requiring the user to click on a link or take other affirmative action on that intermediary site or web page. “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. Advertising Fees Payment
We will pay you advertising fees on a monthly basis for Qualifying 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 INR 1000 in case of NEFT transfers.
The advertising fees payable to you include all taxes, including applicable service tax or goods and services tax or any other tax or levy that you may be required to remit in connection with such services for which you shall issue a valid invoice under applicable laws and regulations and declare the same in the returns within the prescribed time so that the Partner Site can avail input tax credit of the taxes paid. You undertake to comply with all applicable provisions of such law including but not limited to:
- timely issuance of GST-compliant invoices;
- making invoices available to the Partner Site;
- periodically filing applicable taxes; and
- correctly reporting them to the government under tax laws.
If at any point in time, the input tax credit is denied or payment of taxes is demanded from the Partner Site or GoAffPro, due to, but not limited to, issuance of deficient invoice, non-payment of taxes, improper declaration in the returns filed, or non-compliance of applicable laws and regulations by you, you shall indemnify the Partner Site and GoAffPro against any such denied credit or recovered tax along with any interest and penalty 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 due to you. If you are an Indian resident, the advertising fees payable to you will be subject to income tax deduction at source at the rate stipulated by applicable law. If you are not an Indian resident or have not provided us with your PAN (Permanent Account Number), the tax withholding rate applicable to you will vary. Additionally, if you are a non-resident, you agree to provide the necessary documentation, if any, for the Partner Site and GoAffPro to fulfill any reporting obligation or liability regarding the advertising fees due to you. If we deduct or withhold taxes from the advertising fees due to you, we will issue you the corresponding tax deduction at source certificate, if required by applicable law, attesting to the deposit of taxes with the relevant regulatory authorities (for non-residents, this is subject to relevant documents being made available). If you provide us with a nil or lower tax withholding certificate, we will apply such nil or lower tax rate as the applicable tax withholding rate on the advertising fees payable to you. You hereby agree not to pursue any claim against P or any of its affiliates, and hereby waive all claims you may have now or in the future, with respect to the Partner Site's and GoAffPro's tax deposits with any competent tax authority in accordance with this Operating Agreement.
9. Policies and Pricing
Customers who purchase products through this Program are customers of the Partner Site with respect to all activities they undertake in connection with the Partner Site. Accordingly, as between you and us, all prices, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Partner Site will apply to those customers, and may be changed at any time.
10. Identifying Yourself as an Associate
You will not issue any press release or make any other public communication regarding this Operating Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or 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 Associates 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
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Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising Products on the Partner Site and directing end users thereto as part of 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 solely those of 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 Associates Program Trademark Guidelines
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All licenses set forth in this Section 11 will immediately and automatically terminate if, at any time, you do not 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. You will promptly remove from your site and otherwise delete or destroy all Content and GoAffPro Marks for which the license set forth in this Section 11 is terminated or as we may otherwise request from time to time.
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Associates Program IP License (“License”)
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By accepting the Operating Agreement, or by accessing or using the Product Advertising Content (as defined hereinafter), 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 Products (“Product Advertising Content”) that we may make available to you, you agree to be bound by this License.
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Subject to the terms of this License and solely for the limited purposes of participating in the Associates Program in strict compliance with the Operating Agreement (including this License and other Operational 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 those of the GoAffPro Marks that we make available to you as part of the Product Advertising Content, solely on your Site and in accordance with the Associates Program Trademark Guidelines, except as otherwise provided in this Operating Agreement; and (c) access and use the PA API, Data Feed, and 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 rights, title, and interest (including all intellectual property and proprietary rights) in and to, and you do not acquire, by virtue of this Operating Agreement or the License hereunder, any ownership interest or rights in or to, the Program, Special Links, link formats, Content, PA API, Data Feed, Product Advertising Content, any domain name that we own or operate, information and materials on any Partner Site or Associates Site, our and our affiliates’ trademarks and logos (including the GoAffPro Marks), and any other intellectual property and technology that we provide or use in connection with the Program (including any application program interfaces, software development kits, libraries, sample code, and related materials).
If you provide us or any of our affiliates with any suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Operating Agreement, 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 us (even if you have designated Your Submission as confidential) a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any way; (b) adapt, modify, reformat, and create derivative works from Your Submission for any purpose; (c) use and publish your name in connection with your submission as a credit (however, we will have no obligation 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 lawfully obtained Your Submission; and (z) the exercise of our and our sublicensees’ rights under the above license will not violate any person’s or entity’s rights, including copyright rights. You agree to provide us with all assistance we may need 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 that has jurisdiction over you.
14. Term and Termination
The term of this Operating Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Operating Agreement, all licenses you hold with respect to Content will automatically terminate, and you will immediately stop using the Content and GoAffPro Marks and promptly remove from your site and otherwise delete or destroy all links to the Partner Site, all GoAffPro Marks, all other Content, and any other materials provided or made available to you by or on our behalf pursuant to 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 (e.g., to account for any cancellations or returns). Upon any termination of this Operating Agreement, all rights and obligations of the parties will 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, as well as any accrued but unpaid payment obligations by us under this Operating Agreement, will survive the termination of this Operating Agreement. No termination of this Operating Agreement will relieve either party from liability for any breach or liability arising from this Operating Agreement prior to termination.
15. Modification
We may modify any of the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the Associates Site or by sending you a change notice by e-mail to the e-mail address currently associated with your Associates account (any such change by e-mail will be effective on the date specified in such e-mail and in no event less than two business days after the date the e-mail is sent). Modifications may include, for example, changes to the Associates Program advertising fee schedule, Associates Program participation requirements, payment procedures, and other program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR SOLE RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE ASSOCIATES SITE OR THE DATE SPECIFIED IN ANY E-MAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
16. Relationship of 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 or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. If you authorize, assist, encourage, or enable another person or entity to take an 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 INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE ASSOCIATES SITE, THE GOAFFPRO SITE OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE ASSOCIATES SITE, THE GOAFFPRO SITE AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT LIABILITY CLAIM OCCURRED.
18. Disclaimers
THE PROGRAM, THE GOAFFPRO SITE, THE ASSOCIATES SITE, ALL PRODUCTS AND SERVICES OFFERED ON THE ASSOCIATES SITE, ALL SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, GOAFFPRO.COM DOMAIN NAME, AND OUR 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 REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE 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, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME, IN OUR SOLE DISCRETION. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY 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 RESPONSIBLE FOR (A) ERRORS, INACCURACIES, OR INTERRUPTIONS IN SERVICE, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, GOAFFPRO SITE OR ASSOCIATES PROGRAM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, 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. Governing Law and Disputes
This Operating Agreement will be governed by the laws of the Republic of India, without regard to principles of conflicts of laws. The courts of [Haryana] shall have exclusive jurisdiction over any dispute arising out of or in any way relating to the subject matter of the Program or this Operating Agreement.
Notwithstanding anything to the contrary in this Operating Agreement, we may seek injunctive relief or other relief in any court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, and extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in 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 compete with your site. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Operating Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Operating Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Operating Agreement. In the event of any conflict between this Operating Agreement and the Operational Documentation, the Products excluded 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 “includes,” “including,” “e.g.,” and “for example” mean, respectively, “includes, without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.” Any determinations or updates that we may make, any actions that we may take, and any approvals that 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 is provided by us in connection with the Operating Agreement that is not known to the general public is considered (“Confidential Information”). You agree that: (a) all Confidential Information will remain GoAffPro's exclusive property; (b) you will use Confidential Information only to the extent reasonably necessary for your performance under the Operating Agreement and ensure that persons who have access to the Confidential Information are informed of and comply with the obligations in this provision; and (c) you will not otherwise disclose Confidential Information to any person, firm, 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 fulfil any requirements 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 the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the Specially Designated Nationals List and Foreign Sanctions Evaders List of the U.S. 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 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 Associates Sites or any of its affiliates, as applicable. “You” means the user agent of the Associates 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 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 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 functionality of our own Associates Site shopping application (if any);
- must not have price tracking and/or price alert functionality unless previously authorized in writing by GoAffPro or its Associates Site;
- must not host or display Associates Site web pages within WebViews.
We may modify this Mobile Application Policy at any time and in our sole discretion by posting a change notice, or revised or amended Mobile Application Policy on GoAffPro or the Associates Site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR SOLE RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM. YOUR CONTINUED INCLUSION OF SPECIAL LINKS IN YOUR APPROVED MOBILE APPLICATION FOLLOWING THE POSTING OF A CHANGE NOTICE OR REVISED MOBILE APPLICATION POLICY ON THE ASSOCIATES SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
We reserve the right, exercisable in our sole discretion, to take appropriate action against any use not authorized or any use not in compliance with this Mobile Application Policy.
