Affiliate Program Agreement
This Affiliate Program Operating Agreement contains the terms and conditions that govern your participation in the affiliate program. "We," "our" or "us" means Lola et Noé and the partner website GoAffPro. "You" or "your" means the applicant. A "site" means a website. "Partner Site" means the e-commerce/retail partner using the affiliate tracking software of Lola et Noé. "Your Site" means any site(s), software application(s) and any Mobile Application (as defined below) that you link to the Partner Site. "Advertising Fees" means the commissions earned for a successful and verified sale of a product on the Partner Site by a customer using your referral link.
BY CHECKING THE BOX INDICATING THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM AFTER WE POST A NOTICE OF CHANGE, A REVISED OPERATING AGREEMENT OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER'S 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 THAT YOU ARE NOT RELYING ON ANY REPRESENTATION, WARRANTY OR STATEMENT OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LEGALLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING AGREEMENT IS ACCEPTED BY A COMPANY OR OTHER LEGAL ENTITY, THE PERSON ACCEPTING THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY REPRESENTS AND WARRANTS THAT THEY ARE AUTHORIZED AND LEGALLY CAPABLE OF BINDING THAT COMPANY OR ENTITY TO THIS OPERATING 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 for Qualifying Purchases (defined in Section 7) made by your end users. A "Product" is any item sold on the Partner's website, except for products that are expressly defined as excluded products here (collectively, "Excluded Products"). The Product may also include certain services, if any, expressly included in the affiliate program's commission schedule. To facilitate your advertising of products, we may make available to you data, images, text, link formats, widgets, links and other linking tools, as well as other information relating to the program (the "Content"). The 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 registration process, you must submit a complete and accurate application to participate in the program. 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 at our sole discretion, including if we determine that your site is not suitable. Unsuitable sites include those that:
(a) promote or contain sexually explicit material;
(b) encourage violence or contain violent content;
(c) promote or contain slanderous or defamatory content;
(d) encourage discrimination, or engage in discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation or age;
(e) promote or engage in illegal activities;
(f) include a trademark of Lola et Noé, its partner sites or its affiliated companies, or a variant or misspelling of a trademark of Lola et Noé, its partner sites or its affiliated companies, in a domain name, a subdomain name, or in a username, group name or any other identifier on a social networking site;
(g) otherwise violate intellectual property rights.
If we reject your application, you are welcome to reapply at any time. However, if we accept your application and later determine that your site is not suitable, we may terminate this Operating Agreement at any time, at our sole discretion.
You will ensure that the information in your Program registration application and otherwise associated with your account, including your email address and other contact details and the 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 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 being notified that you have been accepted into the Program, you may display Special Links on your site. "Special Links" are links to the Partner Site that you place on your site in accordance with this Operating Agreement, that properly use the "branded" Special Link formats that we provide and that comply with the Affiliate Program's linking requirements. Special Links enable accurate tracking, reporting and accrual of advertising fees.
You may earn advertising fees only in the manner described in Section 7 and only with respect to activity on the Partner Site that occurs directly through Special Links. We will have no obligation to pay you advertising fees if you fail to properly format links on your site to the Partner Site as Special Links, including to the extent that such failure may result in a reduction in the amounts of advertising fees that would otherwise be paid to you under this Operating Agreement.
If you wish to include Special Links in a software application designed and intended for use on mobile phones, tablets or other handheld devices ("Mobile Application"), you must include the name of the Mobile Application and the link to your Mobile Application in your application to the Program. The suitability requirements and other requirements of this Section 3 and of the Mobile Applications 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 the Partner API ("Affiliate API") or the Product Advertising API, including any Special Link displayed in an embedded web browser, and must use the Affiliate ID that we have assigned to you expressly for your Approved Mobile Applications.
4. Program Requirements
By participating in the Program, you agree to comply with the Affiliate Program Participation Requirements and with all pages, schedules, policies, guidelines and other documents and materials referred to in this Operating Agreement (collectively, the "Operational Documentation").
You will provide us with all information we request in order to verify your compliance with this Operating Agreement or any Operational Documentation. If we determine that you have failed to comply with a requirement or restriction described on the Affiliate Program Participation Requirements page or any other Operational Documentation, or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us): (a) withhold all advertising fees owed to you under this Operating Agreement; (b) close any other account you may have or open in the future, without payment of advertising fees; (c) terminate this Operating Agreement; or (d) take all of the above actions.... In addition, you hereby consent to our
sending you emails relating to the Program from time to time;
monitoring, recording, using and disclosing information about your site and the visitors to your site that we obtain in connection with your display of Special Links (for example, that a particular customer clicked on a Special Link on your site before purchasing a product on the Partner Site) in accordance with the Privacy Notice; and otherwise monitoring, crawling and investigating your site to verify its compliance with this Operating Agreement and the Operational Documentation.
5. Responsibility for Your Site
You will be solely responsible for your site, including its development, operation and maintenance, and for all materials that appear on it. For example, you will be solely responsible for:
The technical operation of your site and any related equipment;
displaying Special Links and Content on your site in accordance with this Operating Agreement and the Operational Documentation, as well as any agreement between you and any other person or entity (including restrictions or requirements placed on you by any person or entity that hosts your site);
The creation and posting, and ensuring the accuracy, completeness and appropriateness, of materials posted on your site (including all product descriptions and other product-related materials and any information you include in or associate with Special Links);
Using the Content, your site and the materials on it in a manner that does not infringe, violate or misappropriate any of our rights or those of any other person or entity (including copyright, trademark, privacy, publicity or any other intellectual property or proprietary right);
Using the Content, your site and the materials on or in your site in a manner that is not harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, slanderous or otherwise objectionable in any way;
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;
And any use you make of the Lola et Noé Content and trademarks, whether or not permitted by this Operating Agreement.
We will have no liability for these matters or for claims of your end users relating to these matters, and you agree to defend, indemnify and hold harmless us and our affiliates and licensors, and our and their respective employees, officers, directors and representatives, from all claims, damages, losses, liabilities, costs and expenses (including attorneys' fees) relating to (a) your site or any material appearing on your site, including the combination of your site or such material with other applications, content or processes; (b) the use, development, design, manufacture, production, advertising, promotion or marketing of your site or any material appearing on or in your site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by, or violates, this Operating Agreement, any Operational Documentation or applicable law; (d) your violation of any term of this Operating Agreement or any Operational Documentation; or (e) your negligence or the willful misconduct of your employees.
6. Order Processing
We will process orders for products placed by customers who follow Special Links on your site to the Partner Site. We reserve the right to reject orders that do not comply with the requirements of Lola et Noé, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for purposes of reporting and accruing advertising fees, and we will make available to you reports summarizing those Qualifying Purchases.
7. Advertising Fees
We will pay you advertising fees on Qualifying Purchases in accordance with Section 8 and the affiliate program's commission schedule. If an overpayment has been made to you for any reason, we reserve the right to adjust it or deduct it from any subsequent advertising fees paid to you under this Operating Agreement. Subject to the exclusions set out below, a "Qualifying Purchase" occurs when (a) a customer clicks on a Special Link on your site to the Partner Site; (b) during a single Session, the customer adds a Product to their 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 on your site to Lola et Noé and ends upon the earliest of the following: 30 days elapse since that click; the customer places an order for a Product; or the customer follows a Special Link to Lola et Noé that is not your Special Link.
Qualifying Purchases exclude the following, for which we will not pay advertising fees:
Any Product that, after the applicable Session has expired, is added to a customer's 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 purchase of a product that is not properly tracked or reported because the links between your site and the Partner Site are not properly formatted;
Any Product purchased through a Special Link by you or on your behalf, including products that you purchase through Special Links for yourself, friends, relatives or associates (for example, personal orders, orders for your own use and orders placed by you for or on behalf of any other person or entity);
Any Product purchased for resale or for commercial use of any kind;
Any Product purchased after the termination of this Operating Agreement;
Any Product order for which a cancellation, return or refund has been initiated; and
Any Product purchased by a customer who is directed to Lola et Noé by any of the following means:
A Prohibited Paid Search Placement;
A link to the Lola et Noé site, including a Redirecting Link, that is generated or displayed on a Search Engine in response to a general Internet search query or a keyword (that is, in natural, free, organic or unpaid search results), whether such links appear through your submission of data to that site or otherwise.
Any Qualifying Purchase in connection with which you offered any person or entity consideration or an incentive (including money, a discount, 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 incentivizes persons or entities to visit the Partner Site via your Special Links).
Any Product purchased through a Special Link in a mobile application that was not an Approved Mobile Application or where the Special Link in an Approved Mobile Application was not served by the AMA API, the Product Advertising API or other linking tools that we make available to you.
Any Qualifying Purchase, taking place in India, made through a mobile device or tablet on which:
The mobile application of the Lola et Noé Site is preloaded by the original equipment manufacturer ("OEM") on the device or tablet; or
The Partner Site's mobile application is installed through a maintenance release, a firmware update or firmware-based notifications sent by the OEM or the 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.
"Prohibited Paid Search Placement" means an advertisement that you purchased by bidding on keywords, search terms or other identifiers (including Proprietary Terms) or by otherwise participating in keyword auctions. "Proprietary Term" means keywords, search terms or other identifiers that include the word "goaffpro," or any other trademark of Lola et Noé or its affiliates, or variations or misspellings of any of those words (for example, "lola noe"). "Redirecting Link" means a link that sends users indirectly to the Partner Site via an intermediate website or web page and without requiring the user to click on a link or take any other affirmative action on that intermediate website 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. Payment of Advertising Fees
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 owed to you is at least INR1000 in the case of NEFT transfers.
The advertising fees owed to you include all taxes, including service tax, goods and services tax or any other tax or levy that you may be required to pay in connection with these services, for which you will issue a valid invoice in accordance with applicable laws and regulations and report it in the returns within the prescribed time so that the Partner Site can obtain an input tax credit for the taxes paid. You agree to comply with all applicable provisions of this law, including but not limited to:
the timely issuance of GST-compliant invoices;
making invoices available to the Partner Site;
depositing applicable taxes on a periodic basis; and
correctly reporting them to the government under tax laws.
If, at any time, the tax credit is denied or payment of taxes is demanded from the Partner Site or from Lola et Noé, due to, but not limited to, the issuance of a defective invoice, failure to pay taxes, improper reporting in the returns filed or your failure to comply with applicable laws and regulations, you shall indemnify the Partner Site and Lola et Noé for any credit denied or taxes recovered, as well as for any interest and penalties imposed on the Partner Site and Lola et Noé. If required by current French tax law, we may deduct or withhold taxes, levies or any similar amounts from the advertising fees owed to you. If you are a resident of France, the advertising fees payable to you will be subject to income tax withholding at the rate stipulated by applicable law. If you are not an Indian resident or if you have not provided us with your PAN (Permanent Account Number), the rate of tax withholding applicable to you will vary. In addition, if you are a non-resident, you agree to provide the necessary documents, as may be required, so that the Partner Site and GoAffPro can satisfy any reporting or other obligation regarding the advertising fees owed to you. If we deduct or withhold taxes from the advertising fees payable to you, we will issue you the corresponding tax withholding certificate, if required by applicable law, evidencing the deposit of taxes with the relevant regulatory authorities (for non-residents, this is subject to the provision of the corresponding documents). If you provide us with a nil or reduced tax withholding certificate, we will apply that nil or reduced tax rate as the applicable tax withholding rate on the advertising fees owed to you. You hereby agree not to pursue any claim against P or any of its affiliates, and you hereby waive all claims that you may have now or in the future, with respect to taxes that the Partner Site and GoAffPro deposit with a 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 regarding customer orders, customer service and product sales set forth on the Partner Site will apply to those customers, and they 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 must not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse or contribute to a 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. However, you must clearly state the following on your site: "[Insert your name] is a participant in the Lola et Noé affiliate program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to the Partner Site."
11. Limited License
Subject to the terms of this Operating Agreement and solely for the limited purpose of advertising products on the Partner Site and directing end users to that site 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 the trademarks and logos that we may make available to you as part of the Content (such trademarks and logos, collectively, the "Lola et Noé Marks") solely on your site and in accordance with the Affiliate Program Trademark Guidelines.
All licenses set forth in this Section 11 will terminate immediately and automatically if, at any time, you fail to timely comply with any obligation under this Operating Agreement or any Operational Documentation, or otherwise upon termination of this Operating Agreement. In addition, we may terminate the license set forth in this Section 11, in whole or in part, by sending you written notice. You will promptly remove from your site and otherwise delete or destroy all Content and Lola et Noé Marks for which the license set forth in this Section 11 is terminated or as we may request from time to time.
Associates Program Intellectual Property License ("License")
By accepting the Operating Agreement, or by accessing or using the Product Advertising Content (as defined below), including proprietary application programming interfaces and other tools (collectively, the "PA API") that enable you to access and use certain types of data, images, text and other information and content relating to Products ("Product Advertising Content") that we may make available to you, you agree to be bound by this License.
Subject to the terms of this License and solely for the limited purposes of participating in the Associates Program in strict compliance with the Operating Agreement (including this License and the other operational documents), we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to: (a) copy and display the Product Advertising Content solely on your Site; (b) use solely the Lola et Noé trademarks 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, 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 forth in Section 11, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to the Program, the Special Links, the link formats, the Content, the PA API, the Data Feeds and the Product Advertising Content, and you do not acquire, under this Operating Agreement or the License provided herein, any interest in or rights to these items, any domain name that we own or operate, the information and materials on any partner site or associate site, our trademarks and logos and those of our affiliates (including the Lola et Noé trademarks), 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, code samples and related documents).
If you provide us, or any of our affiliates, with suggestions, critiques, modifications, data, images, text or other information or content concerning 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, 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 a credit 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 that you obtained Your Submission lawfully; and (z) that our exercise and that of our sublicensees of the rights under the above license will not violate the rights of any person or entity, including copyright. You agree to provide us with the assistance we may require to document, perfect or maintain our rights in Your Submission.
13. Compliance with Laws
In connection with your participation in the Program, you will comply with all applicable laws in India, including, but not limited to, the orders, rules, regulations, directives, licenses, permits, judgments, decisions and other requirements of any governmental authority having 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 either you or we terminate it. 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 termination of this Operating Agreement, all licenses you have with respect to the Content will automatically terminate and you will immediately cease using the Content and the Lola et Noé Marks and will promptly remove from your site and otherwise delete or destroy all links to the Partner Site, all Lola et Noé Marks, any other Content and any other materials provided or made available by us or on our behalf in connection with this Operating Agreement or in connection with the Program. We may withhold accrued and unpaid advertising fees for a reasonable period after termination to ensure that the correct amount is paid (for example, to account for cancellations or returns). Upon any termination of this Operating Agreement, all rights and obligations of the parties 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 on our part under this Operating Agreement, will survive termination of this Operating Agreement. No termination of this Operating Agreement will release either party from any liability for any breach of this Operating Agreement or any liability accrued hereunder prior to termination.
15. Modification
We may modify the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and at our sole discretion by posting a notice of change, a revised agreement or revised Operational Documentation on the Partner Site or by sending you a notice of change by email to the email address associated with your associate account (any modification by email will take effect on the date indicated in that email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the Affiliate Program advertising fee schedule, the Affiliate Program participation requirements, payment procedures and other Program requirements. IF A MODIFICATION IS UNACCEPTABLE TO YOU, YOUR SOLE REMEDY IS TO TERMINATE THIS OPERATING AGREEMENT. IF YOU CONTINUE TO PARTICIPATE IN THE PROGRAM AFTER THE EFFECTIVE DATE OF A MODIFICATION (FOR EXAMPLE, THE DATE OF POSTING OF A NOTICE OF CHANGE, A REVISED OPERATING AGREEMENT OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER SITE OR THE DATE SPECIFIED IN ANY EMAIL SENT TO YOU REGARDING THAT MODIFICATION), YOU WILL BE DEEMED TO HAVE ACCEPTED THE MODIFICATION.
16. Relationship of the Parties
You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create a partnership, joint venture, agency, franchise, sales representative or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our behalf or on behalf of our affiliates. You will not make any statement, whether on your site or otherwise, that contradicts or could contradict anything in this Section. If you authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken that 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 OUT OF THIS OPERATING AGREEMENT, THE PROGRAM, THE OPERATIONAL DOCUMENTATION, THE PARTNER SITE, THE GOAFFPRO SITE OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, OUR AGGREGATE LIABILITY ARISING OUT OF 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 DURING 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 LOLA ET NOE SITE, THE PARTNER SITE, THE PRODUCTS AND SERVICES OFFERED ON THE PARTNER SITE, THE SPECIAL LINKS, THE LINK FORMATS, THE OPERATIONAL DOCUMENTATION, THE CONTENT, THE GOAFFPRO.COM DOMAIN NAME AND THE TRADEMARKS AND LOGOS OF OUR AFFILIATES (INCLUDING THE GOAFFPRO TRADEMARKS), AS WELL AS ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY US, OUR AFFILIATES OR OUR LICENSORS, OR ON THEIR BEHALF, IN CONNECTION WITH THE PROGRAM (COLLECTIVELY, THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE, OUR AFFILIATES AND OUR LICENSORS DISCLAIM ALL WARRANTIES REGARDING THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND QUIET ENJOYMENT, AS WELL AS ANY WARRANTY ARISING FROM 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, AT 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 SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO YOUR SITE OR TO ANY DATA, IMAGES, TEXT OR OTHER INFORMATION OR CONTENT, OR ANY MODIFICATION, DELETION, DESTRUCTION, DAMAGE OR LOSS OF THEM. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, THE CONTENT, THE OPERATIONAL DOCUMENTATION, THE GOAFFPRO SITE OR THE AFFILIATE PROGRAM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT. IN ADDITION, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT OR DAMAGES RELATING TO (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL OR OTHER BENEFITS, (Y) ANY INVESTMENT, EXPENDITURE OR COMMITMENT BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS OPERATING AGREEMENT OR OF 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 of [Haryana] will have exclusive jurisdiction over any dispute relating to or arising in any way out of the Program or this Operating Agreement.
Notwithstanding any provision to the contrary in this Operating Agreement, we may seek an injunction or other relief in any court of competent jurisdiction for any actual or alleged violation 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 of a special, unique and extraordinary character, giving them a particular value, the loss of which cannot be readily estimated or adequately compensated by damages.
20. Miscellaneous
You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Operating Agreement or operate sites that are similar to or competitive with your site. You may not assign this Operating Agreement, by operation of law or otherwise, without our prior express written consent. Subject to this restriction, this Operating Agreement will be binding upon, and enforceable against, the parties and their respective successors and assigns. Our failure to require your strict performance of any provision of this Operating Agreement will not constitute a waiver of our right to enforce that provision or any other provision of this Operating Agreement at a later time. In the event of a conflict between this Operating Agreement and the Operational Documentation, the Affiliate Program Excluded Products page will prevail over this Operating Agreement, which will prevail over the rest of the Operational Documentation. Whenever used in this Operating Agreement, the terms "include," "including," "for example" and "e.g." mean, respectively, "include, without limitation," "including, without limitation," "for example, without limitation" and "e.g., without limitation." 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 at our sole discretion. Any information about us or our affiliates that we provide in connection with the Operating Agreement and that is not known to the general public is considered ("Confidential Information"). You agree that: (a) all Confidential Information will remain the exclusive property of Lola et Noé ; (b) you will use the Confidential Information only to the extent reasonably necessary for your performance under the Operating Agreement and you will ensure that persons with access to the Confidential Information are informed of the obligations of this provision and comply with them; and (c) you will not disclose Confidential Information to any individual, company or third party (other than your affiliates). You agree that we may, at 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, as we may require in order to cooperate and/or comply with any of their orders, instructions or directives or to fulfill any requirement under applicable laws. You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by any such party, including, but not limited to, the lists maintained by the United Nations Security Council, the U.S. government (for example, the U.S. Department of the Treasury's Specially Designated Nationals list and 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 APPLICATION POLICY
These Mobile Application Guidelines ("Mobile Guidelines") apply to the inclusion of Special Links in your Approved Mobile Application. "We," "our" or "us" means Au-temps-du-sablier.com, its partner sites or any of its affiliates, as applicable. "You" means the user agent of the associate 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:
must be available for download free of charge and all referral links must be accessible without paying to access them;
must have original content;
must not imitate the functionality of the shopping application of our Partner Site (if any);
must not have price tracking and/or price alert functionality, unless Lola et Noé or its partner site has approved it in advance in writing;
must not host or render the Partner Site's web pages in WebViews.
We may modify this Mobile Application Policy at any time and at our sole discretion by posting a notice of change or a revised Mobile Application Policy on the Lola et Noé site or the Partner Site. IF A MODIFICATION IS UNACCEPTABLE TO YOU, YOUR SOLE REMEDY IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM. YOUR CONTINUED INCLUSION OF SPECIAL LINKS IN YOUR APPROVED MOBILE APPLICATION AFTER OUR POSTING OF A NOTICE OF CHANGE OR A REVISED MOBILE APPLICATION POLICY ON THE PARTNER SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE MODIFICATION.
We reserve the right, exercisable at our sole discretion, to take appropriate action against any unauthorized use or any use that does not comply with this Mobile Application Policy.