UEPAKI Affiliate Brand Promoter Operating Agreement
This Affiliate Brand Promoter Operating Agreement (“Operating Agreement”) contains the terms and conditions that govern your participation in the Affiliates Program (the “Program”). “We,” “us,” or “our” means UEPAKI Seller Services Private Ltd. “You” or “your” means the applicant. A “site” means a website. “UEPAKI Site” means the [www.UEPAKI.com] site. “Your site” means any site(s), any software account(s) and any Mobile Account (as defined hereinafter) that you link to the UEPAKI Site.
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 UEPAKI SITE, 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, INCLUDING AFFILIATE PROGRAM PARTICIPATION REQUIREMENTS. 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 registered sellers to advertise UEPAKI through their networking channels and to earn advertising fees for Qualifying Registrations (defined in Section 7) made by their fellow sellers. A “Registration” is any process done by other users (here sellers) to join as UEPAKI brand promoter. Registration can be done in any of the mentioned domains i.e. Fashion, Interiors, MUA, Photographers, MUA, etc. In order to facilitate your advertisement of business module, 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 business module advertised on any social channels other than the UEPAKI Site.
To begin the enrolment process, you must register with us. We may block your account in our sole discretion including if we determine that you promote us among social channels that are unsuitable. Unsuitable social channels include those that:
(a) promote or contain sexually explicit materials;
(b) promote violence or contain violent materials;
(c) promote or contain libellous 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 UEPAKI or its affiliates, or a variant or misspelling of a trademark of UEPAKI or its affiliates, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking channels (see the Trademark Guidelines for examples); or
(g) otherwise violate intellectual property rights.
If we block your account, you are welcome to reapply at any time. However, if we accept your account and we later determine that your social channels are unsuitable, we may terminate this Operating Agreement at any time in our sole discretion.
You will ensure that the information in your Seller account and otherwise affiliated with your account, including your email address and other contact information and identification of your social channels, 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 affiliated with your Seller account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address affiliated 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 advertise Affiliate Links on your social channels. “Affiliate Link” is link to the UEPAKI Site that you advertise on your social channels in accordance with this Operating Agreement, that properly utilize the Affiliate “tagged” link formats we provide, and that comply with the Affiliates Program Linking Requirements. Affiliate 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 UEPAKI Site occurring directly through Affiliate Links. We will have no obligation to pay you advertising fees if you fail to properly format the links on your site to the UEPAKI Site as Affiliate 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 Affiliate Links in a software account designed and intended for use on mobile phones, tablets, or other handheld devices (“Mobile Account”), you must include the name of the Mobile Account and the link to your Mobile Account in your account to the Program. The suitability and other requirements of this Section 3 and the Mobile Account Policy will apply to Mobile Accounts. We will evaluate your account and notify you of its acceptance or rejection. A Mobile Account that is accepted will be an "Approved Mobile Account" for the purposes of this Agreement.
Affiliate Links displayed in Approved Mobile Accounts may be served by the UEPAKI Mobile Affiliates API (“AMA API”) or the Registration Advertising API, including any Affiliate Links displayed within an integrated web browser and must use the Affiliates ID we have assigned to you expressly for your Approved Mobile Accounts.
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 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 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 social channels and visitors to your social channels that we obtain in connection with your display of Affiliate Links (e.g., that a particular UEPAKI user (here, seller) clicked through an Affiliate Link from your social channels before buying a Registration on the UEPAKI Site) in accordance with the UEPAKI.com Privacy Notice; and
- monitoring, crawling, and otherwise investigating your social channels to verify compliance with this Operating Agreement and the Operational Documentation.
5. Responsibility for Your Social channels
You will be solely responsible for your social channels, 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 social channels and all related equipment;
- displaying Affiliate Links and Content on your social channels 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 social channels);
- creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your social channels (including all Registration descriptions and other Registration-related materials and any information you include within or Affiliate with Affiliate Links);
- using the Content, your social channels, and the materials on or within your social channels 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 social channels, and the materials on or within your social channels in a manner that is not harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous or otherwise in any manner whatsoever;
- any use that you make of the Content and the UEPAKI 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 social channels or any materials that appear on your social channels, including the combination of your social channels or those materials with other accounts, content, or processes; (b) the use, development, design, manufacture, Registration, advertising, promotion, or marketing of your social channels or any materials that appear on or within your social channels, 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 wilful misconduct.
6. Advertising Fees
We will pay you advertising fees on Qualifying Registrations in accordance with Section 7 and the Affiliates Program Advertising Fee 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 Registration” occurs when (a) a user (here, seller)clicks through an Affiliate Link on your social channels to the UEPAKI Site; (b) during a single Session that the user (here, seller) register no later than 89 days following the user (here, seller) initial click-through; or (c) the Registration is done by user (here, seller).
A “Session” begins when a user (here, seller) clicks through an Affiliate Link on your social channels to the UEPAKI Site and ends upon the first to occur of the following: (x) 24 hours elapses from that click; (y) the user (here, seller) register with UEPAKI; or (z) the user (here, seller) follows an Affiliate Link to the UEPAKI Site that is not your Affiliate Link.
Qualifying Registrations exclude, and we will not pay advertising fees on any of, the following:
- any Registration that, after expiration of the applicable Session, register with UEPAKI, even if the user (here, seller) previously followed an Affiliate Link from your site to the UEPAKI Site;
- any Registration that is not correctly tracked or reported because the links from your social channels to the UEPAKI Site are not properly formatted;
- any Registration after termination of this Operating Agreement;
- any Registration by a user (here, seller) who is referred to the UEPAKI Site through any of the following:
- a Prohibited Paid Search Placement; or
- a link to the UEPAKI 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 Registration 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 Affiliate Links (e.g., by implementing any “rewards” or loyalty program that incentivizes persons or entities to visit the UEPAKI Site via your Affiliate Links).
- any Registration through an Affiliate Link in a Mobile Account that was not an Approved Mobile Account or where the Affiliate Link in an Approved Mobile Account was not served by the AMA API, Registration Advertising API or other linking tools that we make available to you.
- any Qualifying Registration, which takes place in India, made through a mobile device or tablet wherein:
- the mobile account of the UEPAKI Site is pre-loaded by the original equipment manufacturer ("OEM") on the device or tablet; or
- the mobile account of the UEPAKI 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 account of the UEPAKI Site is installed from a source other than Google Play store or iOS App Store
“Prohibited Paid Search Placement” means an advertisement that you Registration 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 “UEPAKI,” “Kindle,” or any other trademark of UEPAKI or its affiliates ( see a non-exhaustive list of our trademarks), or variations or misspellings of any of those words (e.g., “uepaaki,” “uekapi,”). “Redirecting Link” means a link that sends users indirectly to the UEPAKI 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 Registrations 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. For each Successful Registration, the corresponding “Qualifying Referrals” will be 20% of the registration amount, i.e. 20% of the pre-registration fee, which then depends upon seller’s proficiency they fall into.
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 UEPAKI 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 UEPAKI;
- 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 UEPAKI, 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 UEPAKI against any denied credits or taxes recovered as well as any interest and penalties imposed on UEPAKI. 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. We will deduct or withhold taxes as per the provisions of Income Tax Act from any amounts payable to you under the Affiliates Program as mentioned above. In order to process your payment and for the purposes of tax remittance we will time to time request tax information from you. In the event of you not providing the required tax information, we reserve the right (in addition to any other rights or remedies available to us) to keep your fees in abeyance until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. 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 UEPAKI to satisfy any reporting or any obligations with respect to the advertising fee payable to you. If we deduct or withhold taxes from advertising fees payable to you, we will issue to you the relevant withholding tax certificate, if required under the applicable law, evidencing deposit of the taxes with the relevant regulatory authorities (for non-resident this is subject to relevant documents 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 advertising fees payable to you. You hereby agree that you will not pursue any claim against UEPAKI or any of its affiliates, and hereby waive all such claims you may now or in the future have, in respect of any taxes UEPAKI deposits with a relevant taxing authority pursuant to this Operating Agreement.
Standard Program Fees
Subject to the limitations described in this Fee Statement and compliance with this Agreement, we will pay you standard fees described in the Appendix (” Standard Program Fees”). Fees are calculated as a percentage of Qualifying Referral Registration Fee.
Affiliate Program Fees or Promotions
From time to time, we may run general Affiliate programs or promotions that may provide all or some Affiliates the opportunity to earn additional or alternative fees (“Affiliate Program Fees”). For the avoidance of doubt (and notwithstanding any time period described in this section), UEPAKI reserves the right to discontinue or modify all or part of any Affiliate program or promotion at any time. Unless stated otherwise, all such Affiliate programs or promotions (even those which do not involve Registrations of Registrations) are subject to disqualifying exclusions substantially similar to those identified in Section 2 of this Fee Statement, and any restriction under the Program Documents applicable to a Registration will also apply on a substantially similar basis as restrictions for Affiliate programs or promotions.
The following Affiliate Program Fees are currently available:
9. Policies and Pricing
Users who do Registrations through this Program are registered sellers of the UEPAKI Site with respect to all activities they undertake in connection with the UEPAKI Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning seller orders, seller service, and Registration sales set forth on the UEPAKI Site will apply to those sellers, and the same may be changed at any time.
10. Identifying Yourself as an Affiliate
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 social channels: “[Insert your name] is a participant in the UEPAKI Affiliates Program, an affiliate advertising program designed to provide a means for social channels to earn advertising fees by advertising and linking to UEPAKI.com.”
11. Limited License
- Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising Registrations on, and directing end users to, the UEPAKI Site 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 social channel; and (b) use only those of our trademarks and logos that we may make available to you as part of Content (those trademarks and logos, collectively, “UEPAKI Marks”) solely on your social channels and in accordance with the Affiliate Program Trademark Guidelines.
- All licenses set forth in this Section 11 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Operating Agreement or any Operational Documentation, or otherwise upon termination of this Operating Agreement. In addition, we may terminate the license set forth in this Section 11 in whole or in part upon written notice to you. You will promptly remove from your social channels and delete or otherwise destroy all of the Content and UEPAKI Marks with respect to which the license set forth in this Section 11 is terminated or as we may otherwise request from time to time.
- Affiliates Program IP License (“License”)
- By accepting the Operating Agreement, or by accessing or using the Registration Advertising Content (as defined hereinafter), including the proprietary account programming interfaces and other tools (collectively, the “RA API”) that permit you to access and use certain types of data, images, text, and other information and content relating to Registrations (“Registration Advertising Content”) which 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 participation in the Affiliates Program in strict compliance with the Operating Agreement (including this License and the other Operational Documentation), we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to: (a) copy and display Registration Advertising Content solely on your social channels; (b) use only those of the UEPAKI Marks we make available to you as part of the Registration Advertising Content, solely on your social channels and in accordance with the Affiliates Program Trademark Guidelines, unless otherwise provided for in this Operating Agreement, and (c) access and use the RA API, Data Feed, and Registration Advertising Content solely in accordance with the Specifications and this License.
You will use Registration Advertising Content solely in accordance with the terms of the Operating Agreement and within the express scope of the license granted herein. Without limiting the foregoing, you will: (a) use Registration Advertising Content solely to send end users and sales to the UEPAKI Site and will not link any Registration Advertising Content to, or in conjunction with any Registration Advertising Content, direct traffic to any page of a site other than the UEPAKI Site (however, parts of your social channels that are not closely Affiliated with the Registration Advertising Content may contain links to sites other than the UEPAKI Site) and (b) link each use of the Registration Advertising Content solely to the related Registration detail page or other relevant page of the UEPAKI Site and not to any other page.
The Registration Advertising API or Data Feed may allow you to access data, images, text, and other information and content relating to Registrations offered on one or more affiliate social channels. If you use the RA API or Data Feed to access or use any such data, images, text, or other information or content, you agree to comply with and be bound by the terms of the applicable license agreement/ license terms for the RA API or Data Feed (or equivalent service) providing Registration Advertising Content from such affiliate social channels.
The License will immediately and automatically terminate if at any time you do not timely comply with any obligation under the Program Documents (as defined in the Fee Schedule) or, or otherwise upon termination of this Operating Agreement. In addition, we may terminate the License in whole or in part upon written notice to you. You will promptly stop using the Registration Advertising Content (including the RA API and Data Feed) and promptly remove from your social channels and delete or otherwise destroy all of the Registration Advertising Content and UEPAKI Marks with respect to which the License is terminated or as we may otherwise request from time to time.
- RA API Usage Requirements.
- Description. Under this License, we may make available to you Registration Advertising Content including the following:
- Data, images, audio, video, logos, user interface designs, and other creative designs; and
- Textual materials, such as textual Registration information.
In addition to the foregoing Registration Advertising Content and access to the RA API, we may make available from time to time for use in connection with the RA API sample source code and libraries, each of which will be made available to you under a separate license that accompanies each sample source code or library, as applicable. In connection with the RA API, we may also make available specifications, user manuals, guides, supporting materials, and other information, regardless of format, describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of the RA API (collectively, “Specifications”). “Registration Advertising Content,” as used in this License, specifically excludes any sample source code or libraries we make available to you under a separate license and any Specifications that we make available. It also specifically excludes any data, images, text, or other information or content relating to Registrations offered on any social channels other than the UEPAKI Site.
- Obtaining Registration Advertising Content. You may obtain Registration Advertising Content by making calls to the RA API. If we provide express prior written approval, you may also obtain Registration Advertising Content through a data feed (“Data Feed”) that we make available via file transfer protocol. To request our approval for access to Registration Advertising Content through a Data Feed, contact us via this link). If you obtain Registration Advertising Content through a Data Feed, your access to and use of the Data Feed is subject to this License. You acknowledge that we may change, deprecate, or republish the RA API or Data Feed, or any features of the RA API or Data Feed, at any time and from time to time, and you agree that it is your responsibility to ensure that your access to and use of the RA API or Data Feed is compatible with the then-current requirements (including this License and this Operating Agreement).
You must use both a unique public key/private key pair (each key pair, an “Account Identifier”) and an Affiliates tag parameter (which can be either the Affiliate ID issued to you under the Program or a related Affiliates Program tracking ID) to identify your account and make calls to the RA API. Your Account Identifiers will be identical to the account identifiers assigned to you in connection with your UEPAKI Web Services account. You may obtain your Account Identifiers through the RA API account creation process or if prior to enrolment you already had an UEPAKI Web Services account, you may use the Account Identifiers Affiliated with that account.
If you obtain Registration Advertising Content through a Data Feed, you must use a unique username/ password combination to access the Data Feed (“Data Feed Access ID”). You must obtain your Data Feed Access ID as part of the Data Feed approval process.
We may change your Account Identifiers or Data Feed Access ID from time to time. An Account Identifier that is a private key or a Data Feed Access ID that is a password is for your personal use only, and you must maintain its secrecy and security. You may not sell, transfer, sublicense, or otherwise disclose your private key or password to any other person or entity. An Account Identifier that is a public key or a Data Feed Access ID that is a username is not secret.
You are responsible for all activities that occur under your Account Identifiers and/or Data Feed Access ID, as applicable, regardless of whether those activities are undertaken by you or any other person or entity. Therefore, you should contact us immediately if you believe that someone other than you may be using your private key or password, or if your private key or password is otherwise disclosed, lost, or stolen. Use of your Account Identifiers to access or use ay service offered by UEPAKI Web Services is subject to the UEPAKI Web Services Agreement. You may not use any Affiliates tag parameter, Account Identifier, or Data Feed Access ID assigned to anyone other than you or that we did not specifically assign to you.
- Usage Requirements. By making calls to the RA API, accessing the Data Feed, or using Registration Advertising Content, you agree to comply with following requirements:
- You will use Registration Advertising Content only in a lawful manner in accordance with and within the express scope of the terms of this License and this Operating Agreement. You will not use the RA API, Data Feed, or Registration Advertising Content with any social channels or account, or in any other manner, that does not have the principal purpose of advertising and marketing the UEPAKI Site and driving sales of Registrations and services on the UEPAKI Site.
- You will comply with all pages, schedules, policies, guidelines, and other documents and materials, including all Specifications, referenced in this License and the Operational Documentation.
- You will link each use of Registration Advertising Content to, and only to, the relevant page of the UEPAKI Site (for example, the relevant Registration detail page or other page to which particular Registration Advertising Content most directly relates), and you will not link any Registration Advertising Content to, or in conjunction with any Registration Advertising Content direct traffic to, any page of a site other than the UEPAKI Site (however, parts of your account that are not closely Affiliated with Registration Advertising Content may contain links to sites other than the UEPAKI Site).
- You will not add to, delete from, or otherwise alter any Registration Advertising Content in any way, including by adding additional information (e.g., you may not insert words into a customer review), except that you may resize Registration Advertising Content consisting of a graphic image in a manner that maintains the original proportions of the image or truncate Registration Advertising Content consisting of text in a manner that does not materially alter the meaning of the text or cause the text to become factually incorrect, misleading, or contrary to any law, regulation or industry guideline.
- You will promptly remove from your account and delete or otherwise destroy any Registration Advertising Content that is no longer displayed on the UEPAKI Site or that we notify you is no longer available for your use.
- You will not include on your account, display, or otherwise use Registration Advertising Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software account not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
- You will not, without our express prior written approval, access or use the Registration Advertising API or Data Feed for the purpose of aggregating, analyzing, extracting, or repurposing any Registration Advertising Content or in connection with any software or other account intended for use by persons or entities that offer Registrations on the UEPAKI Site.
- You will not (i) interfere, or attempt to interfere, in any manner with the functionality or proper working of the RA API; (ii) compile or use Registration Advertising Content for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other advertising activities; or (iii) remove, obscure, alter, or make invisible, illegible, or indecipherable, any notice, including any notice of intellectual property or proprietary right, appearing on or contained within the RA API, Data Feed, Registration Advertising Content, or Specifications.
- You will not issue any press release or make any other public communication with respect to this License or your use of the Registration Advertising API, Data Feed, or Registration Advertising Content. 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 License.
- You will not, and will not attempt to (i) modify, alter, tamper with, repair, or otherwise create derivative works of the Specifications or any software included in Registration Advertising Content; or (ii) reverse engineer, disassemble, decompile, or otherwise derive any source code of or relating to the RA API, Data Feed, or any software included in Registration Advertising Content.
- You will not, without our express prior written approval, sell, resell, redistribute, sublicense, or transfer (i) any Registration Advertising Content; or (ii) any account that utilizes the Registration Advertising API or Data Feed or that incorporates or displays Registration Advertising Content. For example, you may not use Registration Advertising Content on or within any account, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to Registration Advertising Content to any other person or entity. If you obtain our approval to sell, resell, redistribute, sublicense, or transfer a client account that client account must comply with this License, including subsection (xiii) and the last sentence of subsection (xv) below.
- You will not store or cache Registration Advertising Content consisting of an image, but you may store a link to Registration Advertising Content consisting of an image for up to 24 hours. You may store other Registration Advertising Content that does not consist of images for caching purposes for up to 24 hours, but if you do so you must immediately thereafter refresh and re-display the Registration Advertising Content by making a call to the RA API or retrieving a new Data Feed and refreshing the Registration Advertising Content on your account immediately thereafter. Unless otherwise notified by us, you may store individual UEPAKI Standard Identification Numbers (USINs) for an indefinite period until the termination of this License. Notwithstanding the foregoing, if your account includes a client account, the client account may not store or cache Registration Advertising Content. Upon our request you will, within three business days of our request, furnish us with a copy of any client account that includes or uses Registration Advertising Content for the purpose of verifying your compliance with this License.
- You will not exceed, or if you build and release an account that calls the RA API, each copy of that account that is installed by an end user will not exceed, any limit on calls per second set forth in any Specifications (or that we otherwise notify you apply) and you will not send files to or from the RA API that are greater than 40K without our prior written approval.
- If you display Registration Advertising Content consisting of text on your account, you will include the following disclaimer in plain view to end users of your account: “CERTAIN CONTENT THAT APPEARS [IN THIS ACCOUNT or ON THIS SITE, as applicable] COMES FROM UEPAKI SELLER SERVICES PRIVATE LIMITED. THIS CONTENT IS PROVIDED ‘AS IS’ AND IS SUBJECT TO CHANGE OR REMOVAL AT ANY TIME.”
You agree to provide us with any information that we request to verify your compliance with this License.
- In addition to any other rights available to us under applicable law, we may terminate this License if we determine that you or other persons that we determine are affiliated with you or acting in concert with you (whether in respect to any existing or previously terminated account):
i. You have not complied with any requirement or restriction described in this License or have otherwise violated this License; ii. have not complied with any requirement or restriction in, or otherwise violated, any license agreement governing your access and use the RA APIs provided by any of our affiliates; or iii. have not complied with any requirement or restriction in, or otherwise violated the UEPAKI Web Services Customer Agreement; iv. have not complied with any requirement or restriction in, or otherwise violated, any agreements governing participation in any Affiliates Program offering provided by us or any of our affiliates.
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 and proprietary rights) in and to, and you do not, by virtue of this Operating Agreement or the License hereunder otherwise, acquire any ownership interest or rights in or to, the Program, Affiliate Links, link formats, Content, RA API, Data Feeds, Registration Advertising Content, any domain name owned or operated by us, information and materials on any UEPAKI Site or the Affiliates Site, our and our affiliates’ trademarks and logos (including the UEPAKI Marks), and any other intellectual property and technology that we provide or use in connection with the Program (including any account program interfaces, software development kits, libraries, sample code, and related materials).
If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a Registration 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 manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.
13. Compliance with Laws
In connection with your participation in the Program you will comply with all applicable laws of India including but not limited to ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you.
14. Term and Termination
The term of this Operating Agreement will begin upon our acceptance of your Program account 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 and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and UEPAKI Marks and promptly remove from your social channels and delete or otherwise destroy all links to the UEPAKI Site, all UEPAKI Marks, all other Content, and any other materials provided or made available by or on behalf of us to you 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 cancelations 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 of, or liability accruing under, this Operating Agreement prior to termination.
We may modify any of the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the UEPAKI Site or by sending notice of such modification to you by email to the email address then-currently Affiliated with your Affiliates account (any such change by email will be effective on the date specified in such 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 Affiliates Program Advertising Fee Schedule, Affiliate Program Participation requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE UEPAKI SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
16. Relationship of Parties
You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may 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 the action yourself.
17. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, AFFILIATE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE UEPAKI SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE UEPAKI 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 CLAIM OF LIABILITY OCCURRED.
THE PROGRAM, THE UEPAKI SITE, ANY REGISTRATIONS AND SERVICES OFFERED ON THE UEPAKI SITE, ANY AFFILIATE LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, UEPAKI.com DOMAIN NAME AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE UEPAKI MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE UEPAKI SITE, OR THE AFFILIATE-PROGRAM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
19. Governing law and Disputes
This Operating Agreement will be governed by the laws of the Republic of India, without regard to the principle of conflict of laws. The courts at [New Delhi] shall have the exclusive jurisdiction over any dispute relating or arising in any way from the matter under the Program or this Operating Agreement.
Notwithstanding anything 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 infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of an Affiliate, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
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 social channels that are similar to or compete with your social channels. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Operating Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Operating Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Operating Agreement. In the event of any conflict between this Operating Agreement and the Operational Documentation, the Affiliates Program Excluded Registrations page will control over this Operating Agreement, which will control over the remainder of the Operational Documentation. Whenever used in this Operating Agreement, the terms “include(s),” “including,” “e.g.,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us 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 in connection with the Operating Agreement that is not known to the general public is considered ("Confidential Information"). You agree that: (a) all Confidential Information will remain UEPAKI's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your performance under the Operating Agreement and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not otherwise disclose Confidential Information to any 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 any other authority as may be required by us to co-operate and/ or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable laws. You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Affiliate Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.
MOBILE ACCOUNT POLICY
These Mobile Guidelines (“Mobile Guidelines”) apply to your inclusion of Affiliate Links in your Approved Mobile Account. "We," "us," or "our" means UEPAKI Seller Services Private Limited or any of its affiliates, as the case may be. "You" means the user agent for the Affiliate account affiliated with the Approved Mobile Account. All capitalized terms used below that are not defined on this page have the meanings 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 Account:
- must be free to download and all UEPAKI links must be accessible without paying for access;
- must have original content;
- must not emulate UEPAKI’s own shopping app functionality;
- must not have price tracking and/or price alerting functionality, unless approved in advance by UEPAKI in writing;
- must not host or render UEPAKI web pages in WebView’s.
We may modify this Mobile Account Policy at any time and in our sole discretion by posting a change notice or revised or a revised Mobile Account Policy on the UEPAKI Site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM. YOUR CONTINUED INCLUSION OF AFFILIATE LINKS IN YOUR APPROVED MOBILE ACCOUNT FOLLOWING OUR POSTING OF A CHANGE NOTICE OR A REVISED MOBILE ACCOUNT POLICY ON THE UEPAKI SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
We reserve the right, exercisable in its sole discretion, to take appropriate action against any use without permission or any use that does not conform to this Mobile Account Policy.