Affiliate Program Operating Agreement

Updated: March, 2024

This Affiliate Program Operating Agreement (“Operating Agreement”) contains the terms and

conditions that govern your participation in the Affiliate Program (the “Program”). “We,” “us,” or

“our” means GoAffPro.com and Partner Website. “You” or “your” means the applicant. A “site”

means a website. “Partner Site” means the e-commerce/retail partner using the goaffpro affiliate

tracking software. “Your site” means any site(s), any software application(s) and any Mobile

Application (as defined hereinafter) that you link to the partner site. "Advertising Fees" means

commissions earned for a successful and verified sale of 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 FOLLOWING OUR POSTING OF A CHANGE NOTICE,

REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION

ON THE PARTNER WEBSITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING

AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY

EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND 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 LAWFULLY 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 BEING AGREED TO 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 LAWFULLY ABLE TO BIND THAT COMPANY

OR ENTITY TO THIS OPERATING AGREEMENT.

1. Description of the Program

The purpose of the Program is to permit 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 Website, other than any products that are

explicitly defined as excluded products here (collectively, “Excluded Products”). Product may also

include certain services, if any, expressly included on the Affiliate Program Commissions 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. 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 (a) promote or contain sexually explicit materials;

(b) promote violence or contain violent materials;

(c) promote or contain libelous or 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 are welcome to 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 utilize the special “tagged” link

formats we provide, and that comply with the Affiliate Program Linking Requirements Special

Links permit accurate tracking, reporting, and accrual of advertising fees.

You may earn advertising fees only as described in Section 7 and only with respect to activity on

the Partner Site 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 fee

amounts that would otherwise be paid to you under this Operating Agreement.

If you wish to include Special Links in a software application designed and intended for use on

mobile phones, tablets, or other handheld devices (“Mobile Application”), you must include the

name of the Mobile Application and the link to your Mobile Application in your application to the

Program. The suitability and other requirements of this Section 3 and the Mobile Application

Policy will apply to Mobile Applications. We will evaluate your application and notify you of its

acceptance or rejection. A Mobile Application that is accepted will be an "Approved Mobile

Application" for the 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 integrated web browser and must use the Affiliate ID we have assigned to you

expressly for your Approved Mobile Applications.

4. Program Requirements

By participating in the Program, you agree that you will 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 that you have otherwise violated

this Operating Agreement, we may (in addition to any other rights or remedies available to us): (a)

withhold any advertising fees payable to you under this Operating Agreement,; (b) close any other

accounts you may have or may open in the future, without payment of any advertising fees; (c)

terminate this Operating Agreement, ; or (d) undertake all of the above actions.. In addition, you

hereby consent to us:

sending you emails relating to the Program from time to time;

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 buying a Product 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 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 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 manner whatsoever;

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, 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 that you make of the Content and the GoAffPro Marks, whether or not permitted

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 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 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 or within 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 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 on the

Partner Site, as they may be updated from time to time. We will track Qualifying Purchases

(defined in Section 7) for reporting and advertising fee accrual purposes and 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 Commissions Schedule. In the event any excess payment has been made to you

for any reason whatsoever, 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 “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your

site to the Partner Site; (b) during a single Session that the customer adds a Product to his or her

shopping cart and places the order for that Product no later than 89 days following the customer’s

initial click-through; or (c) the Product is shipped to, and paid for by, the customer.

A “Session” begins when a customer clicks through a Special Link on your site to the Partner Site

and ends upon the first to occur of the following: (x) 24 hours elapses 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.

Qualifying 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, 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 termination of this Operating Agreement;

any Product order where 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:

a Prohibited Paid Search Placement; or

a link to the Partner Site, including a Redirecting 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 those links appear through your submission of

data to that site or otherwise.

any Qualifying Purchase wherein you have offered any person or entity any consideration or

incentive (including any money, rebate, discount, points, donation to charity or other

organization, or other benefit) for using Special Links (e.g., by implementing any “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, Product Advertising API or other linking tools that we

make available to you.

any Qualifying Purchase, which takes place in India, made through a mobile device or tablet

wherein:

Pay-Per-Click advertising is strictly prohibited.

any Qualifying purchase wherein the affiliate has posted links or their coupon code on

"coupon website" are strictly prohibited. For definition of a coupon website see below

Posting coupon offers on your website with "reveal the coupon code" or similar phrase that

stimulates visitor to click to reveal a coupon code and go to the Partner's site is prohibited.

the mobile application of the Partner Site is pre-loaded by the original equipment

manufacturer ("OEM") on the device or tablet; or

the mobile application of the Partner Site is installed through a maintenance release or

firmware update or firmware based notifications sent by the OEM or the notification partner;

or

the mobile application of the Partner Site is installed from a source other than Google Play

store or iOS App Store

"Coupon Website"

Whether you are classified as a Coupon Affiliate shall be determined by the Partner in its sole

discretion. Factors that may lead to classification as "Coupon Affiliate" include, but are not limited

1. the presence of coupon offerings, especially from many different merchants, on the Affiliate's

website, especially if such coupons represent many different merchants and/or are indexed or

are organized in a directory; 2. the presence of certain words (or variations or misspellings thereof) in the website's URL or

prominently featured in the website's content, such as "coupons," "deals" or "savings";

3. a website that is focused on other merchants and the discounts or promotions offered by

them, rather than on products, and that features little original, human- generated content.

“Prohibited Paid Search Placement” means an advertisement that you purchased through bidding

on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation

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 those words (e.g., "goaffpor"). “Redirecting Link” means a link that sends

users indirectly to the Partner Site via 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. Advertising Fee 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 following the end of each calendar month,

but we may accrue and withhold advertising fees until the total amount due to you is at least

INR1000 in case of NEFT transfers.

The advertising fee payable to you is inclusive of all taxes including applicable service tax or goods

and services tax or other tax or levy that you may be required to remit in connection with such

services for which you will raise a valid invoice under applicable law(s) and regulations and report

it in the returns within the prescribed time limit so that Partner Site can take input tax credit of the

taxes paid. You undertake to comply with any of the applicable provisions of such law including

but not limited to:

timely issuance of GST compliant invoices;

making the invoices available to Partner Site;

depositing applicable taxes on a periodic basis; and

correctly reporting them to the government under tax laws.

If at any time credit of taxes is denied or payment of taxes is sought from Partner Site or GoAffPro,

due to, but not limited to, issuance of a deficient invoice, default in payment of taxes, inappropriate

reporting in the returns filed or non-compliance of applicable laws and regulations by you, you

shall indemnify Partner Site and GoAffPro against any denied credits or taxes recovered as well as

any interest and penalties imposed on Partner Site and GoAffPro. If required by applicable Indian

tax law, we may deduct or withhold taxes, levies or any similar amounts from the advertising fees

payable to you. If you are an Indian resident, advertising fees payable to you will be subject to

income tax withholding at the rate stipulated under applicable law. If you are not an Indian resident

or have not provided us your PAN (Permanent Account Number), the rate of tax withholding

applicable to you will vary. Further, if you are a non-resident, you agree to provide necessary

documentation, as may be required, for Partner Site and GoAffPro to satisfy any reporting or any

obligations with respect to the advertising fee payable to you