Affiliate Program Agreement
Affiliate Program Operating Agreement
Updated: March 2019
This Affiliate Program Operating Agreement ("Operating Agreement") contains the terms and conditions that govern your participation in the Affiliate Program (the "Program"). "We," "us," or "our" means Saucback.com partner website and partner. "You" or "your" means the applicant. A "site" means a website. "Partner site" means the e-commerce/retail partner utilizing the Saucback.com affiliate tracking software. "Your site" means any website(s), software application(s), and mobile application (as defined below) that you link to the partner site. "Advertising Fees" means commissions earned for a successful and verified sale of a product on the Partner Site by a customer using your referral link
BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM AFTER 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 OPPORTUNITY TO PARTICIPATE 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 ACCEPTED BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON ACCEPTING 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 eligible purchases (defined in Section 7) made by your end users. A "Product" means any item sold on the Partner Website, other than any product explicitly defined as an excluded product herein (collectively, "Excluded Products"). The product may also include certain services, if any, expressly included in the Affiliate Program Fee Schedule. In order 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. 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 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 or libelous 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 Saucback.com, partner site, or affiliate trademark, or a variation or misspelling of a Saucback.com, partner site, or affiliate trademark, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site;
(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 notifications (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, that properly use the special "tagged" link formats we provide, and that comply with the Affiliate Program's linking requirements. Special Links permit accurate tracking, reporting, and advertising fee accrual.
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 do not properly format the links from your site to the partner site as Special Links, including to the extent that such failure may result in any reduction of advertising fee amounts that would otherwise be paid to you pursuant to this Operating Agreement.
If you want 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 by the Product Advertising API, including any special link displayed in an embedded web browser and must use the affiliate ID we assign to you expressly for your Approved Mobile Applications.
4. Program Requirements
By participating in the Program, you agree to comply with the Affiliate Program Participation Requirements and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Operating Agreement (collectively, "Operational 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 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):
· Withhold any advertising fees otherwise payable to you under this Operating Agreement;
· Close any other accounts you may have or may open in the future, without payment of advertising fees;
· Terminate this Operating Agreement;
· Undertake all of the above actions. Further, you hereby consent to us:
• emailing you from time to time about 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 on a Special Link from your site before making a purchase on the partner site) in accordance with the privacy notice; and
• 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 for 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 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 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, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or any other intellectual property or proprietary 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 way;
• disclosing on your site accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, if applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors' browsers; and
• any use you make of the Content and SaucBack.com marks whether authorized or not under this Operating Agreement.
We will have no liability for these matters or for any claims of your end users relating to these matters, and you agree to defend, indemnify, and hold us and our affiliates and licensors, and our and their 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 appearing on your site, including the combination of your site or such materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials appearing on or within your site, and all other matters described in this Section 5; (c) your use of any Content, whether such use is authorized or not by or violates 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) your or your employees' negligence or willful misconduct.
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 any requirements of the partner site, as they may be updated from time to time. We will track eligible purchases (defined in Section 7) for reporting and advertising fee accrual purposes and will make reports summarizing such eligible purchases available to you.
7. Advertising Fees
We will pay you advertising fees on eligible purchases in accordance with Section 8 and the Affiliate Program Fee Schedule. In the event that an overpayment has been made to you for any reason whatsoever, we reserve the right to adjust or offset it against all subsequent advertising fees due to you under this Operating Agreement. Subject to the exclusions set forth below, an "Eligible Purchase" occurs when (a) a customer clicks through a Special Link on your site to the partner site; (b) during a single session, the customer adds a product to their cart and places the order for that product no later than 89 days after the customer's initial click; or (c) the Product is shipped and paid for by the customer.
A "Session" begins when a customer clicks on a Special Link on your site to the partner site and ends at the first of the following: (x) 24 hours elapse from that click; (y) the customer places an order for a product; or (z) the customer follows a Special Link to the partner site that is not your Special Link.
Eligible Purchases exclude the following, and we will not pay any advertising fees on the following:
• 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 placed by you for or on behalf of any other person or entity);
• any product purchased for resale or commercial use of any kind;
• any product purchased after the termination of this Operating Agreement;
• any Product order for which a cancellation, return, or refund has been initiated; and
• any Product purchased by a customer who is referred to the Partner Site through any of the following:
• prohibited paid search placement;
• a link to the partner site, including a redirect link, that is generated or displayed on a search engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether such links appear via your submission of data to that site or otherwise.
• any eligible purchase where you have offered a person or entity consideration or incentive (including money, discount, rebate, points, donation to charity or other organization, or any other benefit) for using Special Links (e.g., by implementing "rewards" or a loyalty program that incentivizes individuals 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 for which the special link in an approved mobile application was not served by the AMA API, Product Advertising API, or other linking tools that we make available to you.
• any Eligible Purchase, fulfilled in India, made via a mobile device or tablet where:
• Pay-Per-Click advertising is strictly prohibited.
• Any Eligible Purchase for which the affiliate has published links or their coupon code on "coupon website" is strictly prohibited. For definition of coupon website see below
• It is prohibited to publish coupon offers on your website with “reveal coupon code” or similar phrase that entices the visitor to click to reveal a coupon code and land on partner site.
• 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 via 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 categorised as a coupon affiliate will be determined by Partner in its sole discretion. Factors that may lead to classification as a "Coupon Affiliate" include, without limitation
1. the presence of coupon offers, including from many different merchants, on the Affiliate's website, particularly where such coupons represent many different merchants and/or are indexed or organized in a directory;
2. the presence of certain words (or variations or misspellings thereof) in the website URL or prominently featured in the website content, such as "coupons," "deals," or "savings;"
3. a website focused on other merchants and the discounts or promotions they offer, rather than products, and which features little original human generated content.
"Prohibited Paid Search Placement" means an advertisement that you 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 "Saucback" or any other trademark of Saucback or its affiliates, or variations or misspellings of any of those words (e.g., "Socback, Saucbak, …"). "Redirecting Link" means a link that sends users indirectly to the Partner Site through an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate 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 Fees
We will pay you advertising fees on a monthly basis for Eligible Purchases shipped, streamed, or downloaded (as applicable) in a given month, subject to any applicable withholding or deduction described below. We will pay you approximately 60 days after the end of each calendar month, but we may accrue and withhold advertising fees until the total amount due to you is at least INR 1,000 in case of NEFT transfers.
The advertising fees payable to you are inclusive of all taxes including applicable service tax or goods and service tax or any other taxes or levies that you may be required to remit in connection with such services for which you shall raise a valid invoice under applicable laws and regulations and declare it in returns in the prescribed time for the Partner Site to avail input tax credit of taxes paid. You agree 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 remitting applicable taxes; and
• correctly reporting them to the government under the tax laws.
If at any point the tax credit is denied or payment of taxes is demanded from Partner Site or Saucback, due to, but not limited to, issuance of deficient invoice, non-payment of taxes, inappropriate reporting in returns filed or non-compliance with applicable laws and regulations by you, you shall indemnify Partner Site and Saucback for any denied credit or taxes recovered along with all interests and penalties imposed on Partner Site and Saucback. If required by applicable Indian tax law, we may deduct or withhold taxes, levies or any similar amount from the advertising fees payable to you. If you are a resident of India, the advertising fees payable to you will be subject to income tax withholding 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 rate of tax withholding applicable to you will vary. Furthermore, if you are a non-resident, you agree to provide such documents, if any, as required for the Partner Site and SAucback to fulfill any reporting or compliance obligations in relation to the advertising fees payable to you. If we deduct or withhold taxes from advertising fees due to you, we will issue to you the relevant withholding tax certificate, if required by applicable law, evidencing deposit of taxes with relevant regulatory authorities (for non-residents this is subject to relevant documents being made available). If you provide us with a NIL or reduced withholding tax certificate, we will apply such NIL or reduced tax rate as the applicable withholding tax rate on the advertising fees payable to you. You hereby agree not to pursue any claims against P or any of its affiliates, and hereby waive all claims you may have now or in the future, in respect of Partner Site’s taxes and Saucback’s filings with any competent tax authority in accordance with this Operating Agreement.
9. Policies and Pricing
Customers who buy 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 with respect to 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 Saucback 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
1. Subject to the terms of this Operating 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 may make available to you as part of the Content (those trademarks and logos, collectively, the "Saucback Marks") solely on your site and in accordance with the Associate Program Trademark Guidelines.
2. All licenses set forth in this Section 11 will terminate immediately and automatically if, at any time, you do not timely comply with any obligation under this Operating Agreement or any Operating 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 Content and Saucback Marks for which the license set forth in this Section 11 is terminated or as we may otherwise request from time to time.
3. Associate Program IP License ("License")
1. By accepting the Operating Agreement, or accessing or using the Product Advertising Content (as hereinafter defined), including proprietary application programming interfaces and other tools (collectively, the "PA API") which enable you to access and use certain kinds 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.
2. Subject to the terms of this License and solely for the limited purpose of participating in the Associates Program in strict compliance with the Operating Agreement (including this License and the 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 only those of the Saucback 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
Other than the limited licenses expressly set forth in Section 11, we reserve all right, title, and interest (including all intellectual property rights and proprietary rights) in and to, and you do not acquire any ownership interest or rights in and to, the Program, the Special Links, link formats, Content, the PA API, data feeds, Product Advertising Content, any domain name owned or operated by us, information and materials on any Partner Site or the Associates Site, and any trademarks and logos (including the Saucback Marks) and any other intellectual property and technology that we provide or use in connection with the Program (including 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, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in connection with Your Submission (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 the rights granted to us and our sublicensees under the foregoing license will not violate any person's or entity's rights, including any copyright rights. You agree to provide us with any assistance we may require to document, perfect, or maintain our rights in and to Your Submission.
13. Compliance with Laws
As part of 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, any licenses granted to you regarding Content will automatically terminate and you will immediately stop using the Content and the Saucback Marks and promptly remove from your site and delete or otherwise destroy all links to the Partner Site, all Saucback Marks, all 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 of time following 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, together with any accrued but unpaid payment obligations of us under this Operating Agreement, will survive the termination of this Operating Agreement. No termination of this Operating Agreement will relieve either party for any liability for any breach or liability accruing hereunder prior to termination.
15. Modifications
We may modify any of the terms and conditions contained in this Operating Agreement (and any Operating Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operating Documentation on the Partner Site or by sending notice of such modification to you by e-mail to the e-mail address then-currently associated with your Associates account (any such modification 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 Operating 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 Operating Documentation on the Partner 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 Operating Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our behalf or on behalf of our affiliates. You will not make any statement, whether on your site or otherwise, that would contradict or could contradict anything in this section. If you authorize, assist, encourage, or facilitate any other person or entity to take 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, GOAFFPRO, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING 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. FURTHER, OUR AGGREGATE LIABILITY ARISING 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 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. Disclaimer
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 TRADEMARKS AND LOGOS OF OUR AFFILIATES (INCLUDING THE GOAFFPRO TRADEMARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXTS, 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, 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 OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. 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 SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS OR MODIFICATION, DELETION, DESTRUCTION, DAMAGE, OR LOSS OF YOUR SITE OR ANY DATA, IMAGES, TEXTS, 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, OPERATING DOCUMENTATION, THE GOAFFPRO SITE, OR THE AFFILIATE PROGRAM SITE WILL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. IN ADDITION, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE 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 MADE 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 conflict of laws principles. The courts in [Haryana] will have exclusive jurisdiction over any dispute related to or arising in any way from the matter under the program or this Operating Agreement.
Notwithstanding any provision 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 breach 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, giving them particular value, the loss of which cannot be easily 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 similar to or competing with your site. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written approval. Subject to this 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 that provision or any other provision of this Operating Agreement. In the event of a conflict between this Operating Agreement and the Operating Documentation, the Products Excluded from the Affiliate Program page will control this Operating Agreement, which will also control the rest of the Operating Documentation. Whenever used in this Operating Agreement, the terms "include(s)," "including," "e.g.," and "for example" mean "include(s), without limitation," "including, without limitation," "e.g., without limitation," and "for example, without limitation," respectively. All determinations or updates that we may make, all actions that we may take, and all approvals that we may give under this Operating Agreement may be made, taken, or given in our sole discretion. Any information relating to us or our affiliates provided by us as part of the Operating Agreement and not known to the general public is considered ("Confidential Information"). You agree that: (a) all confidential information will remain the exclusive property of saucback; (b) you will use the confidential information only in the manner reasonably necessary for your performance under the Operating Agreement and ensure that individuals who have access to the confidential information will be informed of and comply with the obligations of this provision; and (c) you will not disclose any confidential information to an individual, 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 with whom we may need to cooperate and/or comply with any of their orders, instructions, or directives or to fulfill 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, lists maintained by the United Nations Security Council, the U.S. Government (e.g., the U.S. Department of the Treasury's Specially Designated Nationals List and 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 applicable governmental authority.
MOBILE APPLICATIONS POLICY
These mobile guidelines ("Mobile Guidelines") apply to your inclusion of special links in your approved mobile application. "We," "our," or "us" means Saucback.com, its partner sites, or any of its affiliates, as applicable. "You" means the user agent of the account associated with the approved mobile application. All capitalized terms used below that are not defined on this page have the meaning given to them in the Operating Agreement. Strict 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:
1. must be free to download and all referral links must be accessible without paying for access;
2. must have original content;
3. must not emulate the shopping app functionality of our partner site (if any);
4. must not have price tracking and/or price alert features unless previously authorized in writing by Saucback or its partner site; Affiliate Program Operating Agreement Update: March 2019 This Affiliate Program Operating Agreement ("Operating Agreement") contains the terms and conditions governing your participation in the Affiliate Program (the "Program"). "We," "our," or "us" refer to the GoAffPro.com Web partner and partner site. "You" or "your" refers to the applicant. A "site" means a website. "Partner Site" means the e-commerce/retail partner using the Saucback affiliate tracking software. "Your Site" means any site(s), any application(s), and any 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 Site by a customer using your referral link. BY CHECKING THE BOX INDICATING YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM AFTER THE POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATING DOCUMENT...
5. must not host or display partner site 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 updated mobile application policy on Saucback or the partner site. IF A CHANGE IS UNACCEPTABLE TO YOU, YOUR SOLE REMEDY IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM. YOUR CONTINUED INCLUSION OF SPECIAL LINKS IN YOUR APPROVED MOBILE APPLICATION AFTER OUR POSTING OF A CHANGE NOTICE OR REVISED MOBILE APPLICATION POLICY ON THE PARTNER SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
We reserve the right, exercisable in its sole discretion, to take appropriate action against any unauthorized use or any use inconsistent with this mobile application policy.
