Affiliate Program Agreement (“Fee Statement”)

1. Qualifying Referrals and Earnings

UEPAKI Affiliate Program is world’s first of its kind and only welcomes Design & Art professionals registered with us to participate and be our Brand Promoters. However, Influencers and sellers who have suitable interest in our welcome domains can participate in the program as well.

Our brand affiliates will be paid Standard Referral Fees as described in Section 3 of this Fee Statement in connection with “Qualifying Referrals”, which (subject to the exclusions described in this Fee Statement) occur when:

(a) A user (here, seller) clicks through seller’s affiliate link on our Site to pre-register with us; and

(b) during a single session, which is measured as beginning when a user (here, seller) clicks through that sellers affiliate link and ending upon the first to occur of the following: (x) 24 hours elapse from that click, (y) the user (here, seller) pre-register with us, (z) the user (here, seller) clicks through your affiliate link (a “Session”), the user (here, seller) pre-register with us.

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.

2. Disqualified Referrals

Notwithstanding the foregoing, Qualifying Referrals are disqualified whenever they occur in connection with a violation of this Affiliate Program Fee Statement or any other terms, conditions, specifications, statements, and policies that we may issue from time to time that apply to the Affiliate Program, including the most up-to-date version of the Agreement (collectively, the “Program Documents”).

Further, the following Referrals that would otherwise be Qualified Referrals are disqualified and excluded from the Affiliates Program:

(a) any registration done after termination of your Agreement,

(c) any Registration done by a user who is referred to an UEPAKI Site through any advertisement that seller’s purchased through participation in bidding or auctions on keywords, search terms, or other identifiers that include the word “Uepaki”, any other UEPAKI Mark (see a non-exhaustive list of our trademarks via the links below, or variations or misspellings of any of those words (e.g., “uepaaki”, “uekapi”)(all, a “Prohibited Paid Search Placement”),

(d) any registration done by a user who is referred to an UEPAKI Site by a link that is generated or displayed on a search engine (including Google, Yahoo, Bing, or any other search portal, sponsored advertising service, or other search or referral service, or any site that participates in such search engine’s network) (a “Search Engine”),

(e) any registration done by a user who is referred to an UEPAKI Site by a link that sends users indirectly to an UEPAKI Site via an intermediate site, without requiring the user (here, seller) to click on a link or take some other affirmative action on that intermediate site (a “Redirecting Link”),

(f) any registration done by a user, where such user does not comply with the terms and conditions applicable to an UEPAKI Site,

(h) any registration done by a user 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 RA API (as defined below under the IP License) or other linking tools that we make available to you,

(i) any Registration subject to a Bounty Event (as defined in Section 4(a) of this Fee Statement, with the corresponding related Affiliate Pro Fee), and

(j) any Registration done as a subscription unless otherwise provided in the Agreement.

3. Affiliate Fees

Subject to the limitations described in this Fee Statement and compliance with the Agreement, we will pay you standard fees described in the Appendix (”Affiliate Fees”). Fees are calculated as a percentage of Qualifying Referrals.

4. Affiliate Pro Fees or Promotions

From time to time, we may run general special affiliates programs or promotions that may provide all or some Affiliates the opportunity to earn additional or alternative fees (“Affiliate Pro 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 Pro or promotion at any time. Unless stated otherwise, all such Affiliate Pros or promotions (even those which do not involve user 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 Pros or promotions.

5. Program Fee Limitations

From time to time, we may impose limits on Affiliates’ opportunity to earn Affiliate Fees or Affiliate Pro Fees. For the avoidance of doubt (and notwithstanding any time period), UEPAKI reserves the right to discontinue or modify all or part of any limitation at any time. For Program Fee Limitations, please see the Appendix (“Program Fee Limitations”).

6. Program Fee Reporting and Payment

We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Referrals for the purposes of our internal tracking, and creating and distributing to you our reports summarizing Affiliate Fees and Affiliate Pro Fees earned by you during that month.

We will pay UEPAKI Affiliate Program fees and Affiliate Pro Fees in the default currency for an UEPAKI Site approximately 60 days following the end of each calendar month in which they were earned by the method described below that you have selected. You may be permitted to elect to receive payment in a currency other than the default currency for an UEPAKI Site. If you choose to do so, you agree that the conversion rate will be determined in accordance with UEPAKI’s operating standards.

Option 1:

Payment by Direct Deposit. We will directly deposit the fees you earn into the bank account you designate once you have provided us with the name of your bank, the account number, the name of the primary account holder as it appears on the account, and other requested identifying information (such as the ABA, IBAN or BIC number, if applicable). If you select this option, we reserve the right to hold fees until the total amount due to you reaches the minimum stated in the Payment Minimum Chart.

Option 2: Payment by UEPAKI Gift Card. We will send you gift cards in the amount of the fees you earn to the primary email address on your Affiliates account. These gift cards are redeemable for Registrations & services availed on the UEPAKI Site and are subject to our then-current gift card terms and conditions. If you select this option, we reserve the right to hold fees until the total amount due to reaches the minimum stated in the Payment Minimum Chart.

Option 3: Payment Reimburse in Subscription Purchased. Sellers can renew their subscriptions with the amount available in their wallets.

If you do not select or maintain valid information for a payment option, we may at our discretion pay you through another payment option or hold earned fees until you make your selection or provide such information.

Payment Minimum Chart

OPTIONS	INDIA
(Deposit)	1000 INR
(Gift Card)	1000 INR
(Subscription)	No Limit

If at any time there has been no substantial activity on your account for at least 2 years, then we will have the right, with 7 days’ written notice to withhold the accrued fees for your inactive account, up to a maximum closure withholding of an amount equal to the minimum amount listed in the Payment Minimum Chart for payment by gift card. Further, any unpaid accrued fees in your account may be subject to escheatment under applicable law or become extinct by applicable statute of limitation.

Payments made to you, as reduced by all deductions or withholdings described in the Agreement, will constitute full payment and settlement to you of amounts payable under the Agreement.

If 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 fees payable to you under the Agreement.

UEPAKI Affiliates Program Participation Requirements (“Participation Requirements”)

1. Enrolment and Eligibility

To begin with the enrolment process, you must register as a registered seller with us. Your account(s) must contain correct information. We will evaluate your account and notify you of its acceptance or rejection. You will not be eligible for inclusion in the Affiliates Program, and you cannot include any Affiliate Links or Registration Advertising Content on it, if you are engaged in any of the activities.

(a) promote sexually explicit or obscene materials,

(b) promote violence or contain violent materials,

(c) promote or contain false, deceptive, libellous or defamatory materials,

(d) promote materials or activity that is hateful, harassing, harmful, invasive of another’s privacy, abusive, or discriminatory (including on the basis of race, colour, sex, religion, nationality, disability, sexual orientation, or age),

(e) promote or undertake illegal activities,

(f) are directed toward children or knowingly collect, use, or disclose personal information from children under 13 years of age or other applicable age threshold (as defined by applicable laws and regulations); or violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority related to child protection (for example, if applicable, the Children’s Online Privacy Protection Act (15 U.S.C. §§ 6501-6506) or any regulations promulgated thereunder or the Children’s Online Protection Act);

(g) 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, in any “tag” or Affiliates ID, or in any username, group name, or other identifier on any social networking site (see a non-exhaustive list of our trademarks listed on our Non-Exhaustive Trademark Table); or

(h) otherwise violate any intellectual property rights.

We will determine suitability at our sole discretion. If we reject your application due to unsuitable content, you may reapply at any time once you have complied with our suitability requirements. However, if at any time we 1) reject your application for any other reason or 2) terminate your account in connection with any violation or abuse (as determined in our sole discretion), you cannot attempt to re-join the Affiliates Program without our advance authorization.

You will ensure that the information in your Seller Dashboard and information otherwise Affiliated with your seller account on the UEPAKI, including your email address, other contact information, and identification details, 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 Affiliates Program and the Agreement to the email address then-currently Affiliated 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 Affiliated with your account is no longer current.

2. Links on Your Site

(a) Affiliate Links

After you have applied to the Affiliates Program, you are permitted to display Affiliate Links on your Site. Affiliate Links enable accurate tracking, reporting, and accrual of fees.

Affiliate Links must use the Affiliates ID we have assigned to you.

(b) General Requirements Applicable to All Affiliate Links

Affiliate Links may be created by you or made available to you by us. If we inform you that your Site does not qualify to use certain types of links, you must cease displaying those types of links on your Site. You are solely responsible for the content, style, and placement of each link that you place on your Site and for ensuring that Affiliate Links (whether created by you or made available to you by us) include the appropriate formatting necessary for us to properly track referrals of our users (here, sellers) from your Site. You must not encourage users (here, sellers) to bookmark your Affiliate Links. All Affiliate Links must be accessed directly from your Site. For example, you must include your Affiliates ID or “tag” (appearing as XXXXX-20, or such other format as we may designate) as a parameter in the URL of each link you place on your Site to an UEPAKI Site.

Upon your request but subject to our approval, we may issue you additional “sub-tag” Affiliate IDs that permit you to monitor and optimize the performance of your Affiliate Links by including different sub-tags in the URLs of different Affiliate Links. Under no circumstances may you Affiliate any sub-tag with a specific end user of your Site (e.g., you may not dynamically assign sub-tags to users as they arrive on your Site for purposes of monitoring such users’ behaviour).

You must remove from your Site any links and related references to limited time promotions as soon as that promotion on the relevant UEPAKI Site ends.

3. 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:

(a) the technical operation of your Site and all related equipment,

(b) displaying Affiliate Links and Program Content on your Site in compliance with the Agreement, all applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority, including those related to disclosures (for example, if applicable, the U.S. FTC Guides Concerning the Use of Endorsement and Testimonials in Advertising) and electronic marketing, data protection and privacy (for example, if applicable, the Directive 2002/58/EC (Privacy and Electronic Communications Directive), and the General Data Protection Regulation (GDPR) (EU) 2016/679), 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),

(c) creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your Site.

(d) using the Program 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),

(e) 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 providing information on the visitor’s choices with respect to opting-out from online advertising where required by applicable law, and

(f) any use that you make of the Program Content, and the UEPAKI Marks, whether or not permitted under the Agreement.

4. Promotional Limitations

You will not engage in any promotional, marketing, or other advertising activities on behalf of us or our affiliates, or in connection with an UEPAKI Site or the Affiliates Program, that are not expressly permitted under the Agreement. You will not engage in any promotional, marketing, or other advertising activities in any offline manner, including by using any of our or our affiliates’ trademarks or logos (including any UEPAKI Mark), any Program Content, or any Affiliate Link in connection with email, offline promotion or in any offline manner (e.g., in any printed material, eBook, mailing, or attachment to email, or other document, or any oral solicitation).

5. Distribution of Affiliate Links Through Software and Devices

Except as agreed between you and us in a separate written agreement referencing this Section 5, you will not use any Program Content or Affiliate Link, or otherwise link to an UEPAKI Site, on or in connection with: (a) any client-side software application (e.g., a browser plug-in, helper object, toolbar, extension, component, or any other application executable or installable by an end user) on any device, including computers, mobile phones, tablets, or other handheld devices (other than Approved Mobile Applications); or (b) any television set-top box (e.g., digital video recorders, cable or satellite boxes, streaming video players, Blu-ray players, or DVD players) or Internet-enabled television (e.g., Google TV, Sony Bravia, Panasonic Viera Cast, or Vizio Internet Apps).

6. Content on your Site

You will be solely responsible for the content on your Site and ensure:

(a) You will not add to, delete from, or otherwise alter any Program Content in any way, including by adding additional information, except that you may resize Program Content consisting of a graphic image in a manner that maintains the original proportions of the image or truncate Program 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, or misleading. Some types of links that we may make available to you may contain a link to an informational page on an UEPAKI Site that is not formatted as an Affiliate Link (for example, links to privacy policy information at the bottom of banners); without limiting the generality of the foregoing, you will not remove, obscure, or alter, or make invisible, illegible, or indecipherable to visitors of your Site, any “Privacy Information” link.

(b) You will not sell, resell, redistribute, sublicense, or transfer any Program Content or any application that uses, incorporates, or displays any Program Content, RA API, or Data Feeds. For example, you will not use, or enable, or facilitate the use of Program Content on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to any Program Content to any other person or entity, nor will you create links formatted with your Affiliates tag for, or display such links on, a site that is not your Site.

(c) You will promptly remove from your Site and delete or otherwise destroy any Program Content that is no longer displayed on an UEPAKI Site or that we notify you is no longer available for your use.

(d) You will not use any Program Content, including any name or likeness embodied in that Program Content, in a manner that implies a person’s or company’s endorsement or sponsorship of, or commercial tie-in or other association with, any Registration, service, party, or cause (including by placing unrelated third party materials in close proximity to Program Content).

(e)You will not (and you will not seek to) purchase, register or otherwise use any UEPAKI Mark (as defined in the Trademark Guidelines) or variations or misspellings of any of those words (e.g., “uepaaki”, “uekapi”) for use in any Search Engine. In addition to any other rights or remedies available to us, upon our request you will cause any Search Engine designated by us to exclude Proprietary Terms (defined below) from keywords used to display your advertising content in association with search results (e.g., request exclusion by negative keyword bidding), assuming the Search Engine offers such exclusion capabilities.

(f)You will not bid on or purchase keywords, search terms, or other identifiers, including the word “UEPAKI,” or any other trademark of UEPAKI or its affiliates or variations or misspellings of any of these words (“Proprietary Terms” and you can see a non-exhaustive list of our trademarks in the Non-Exhaustive Trademarks Table) or otherwise participate in keyword auctions on any Search Engine if the resulting paid search advertisement is a Prohibited Paid Search Placement (as defined in the Fee Statement). You may purchase paid search advertisements and submit links to Search Engines to appear in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), so long as you comply with the Agreement and those paid or unpaid search results send users to your site and not directly, or indirectly via a Redirecting Link (as defined in the Fee Statement), to an UEPAKI Site.

(g) You will not offer any person or entity any consideration, reward, or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Affiliate Links. For example, you cannot implement any “rewards” or loyalty program that incentivizes persons or entities to visit an UEPAKI Site via your Affiliate Links.

(h) You will not intercept, record, redirect, read, interpret, or fill in the contents of any electronic form or other material submitted to us by any person or entity.

(i) You will not request, collect, obtain, store, cache, or otherwise use any account information used by our customers in connection with any UEPAKI Site (including any usernames or passwords of UEPAKI Site customers).

(j) You will not modify, redirect, suppress, or substitute the operation of any button, link, or other feature of an UEPAKI Site.

(k) You will not make any orders or engage in other transactions of any kind on an UEPAKI Site on behalf of any other person or entity, or authorize, assist, or encourage any other person or entity to do so.

(l) You will not take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (for example, search, browse, or order) are occurring.

(m) You will not include on your Site, display, or otherwise use Affiliate Links or Program Content in connection with, any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.

(n) You will not frame an UEPAKI Site, or any part of it, within your Site, including by display within an integrated web browser (e.g., WebView) within a Mobile Application. However, displaying an Affiliate Link on your Site in accordance with Section 2 of these Participation Requirements, will not be a violation of this section.

(p) You will not include any Affiliate Links in any content that you place on an UEPAKI Site (for example, in connection with any advertising service available through an UEPAKI Site or in a customer review, forum, Wish List, guide, or any other customer-generated context available on an UEPAKI Site).

(q) You will not attempt to circumvent the Fee Statement or artificially increase your fees. For example, you cannot cause any page of an UEPAKI Site to open in a customer’s browser other than as a result of the customer clicking on an Affiliate Link on your Site.

(r) You will not attempt to intercept or redirect (including via software installed on users’ computers) traffic from or on, or divert fees from, any site that participates in the Affiliates Program.

(s) You will not artificially generate clicks or impressions on your Site or create Sessions on an UEPAKI Site, whether by way of a robot or software program or otherwise.

(t) You will not display or otherwise use any of our customer reviews or star ratings, in part or in whole, on your Site unless you have obtained a link to that customer review or star rating through RA API and you comply with the requirements for RA API described in the License.

(v) You will not cloak, hide, spoof, or otherwise obscure the URL of your Site containing Affiliate Links (including by use of Redirecting Links) or the user agent of the application in which Program Content is displayed or used such that we cannot reasonably determine the site or application from which a customer clicks through such Affiliate Link to an UEPAKI Site.

(w) You will not use a link shortening service, button, hyperlink or other ad placement in a manner that makes it unclear that you are linking to an UEPAKI Site.

(x) Upon our request, you will provide us with written certification that you have complied with the Agreement (generally or specifically with respect to any provision of the Agreement, including the Program Policies). Any failure to provide the certification in accordance with our request will constitute a material breach of the Agreement.

(y) Unless otherwise agreed by UEPAKI, your Site must not have price tracking and/or price alerting functionality.

 

Affiliates Program Trademark Guidelines (“Trademark Guidelines”)

These Guidelines apply to the use of the marks we may make available to you as part of Program Content (“UEPAKI Marks”). Strict compliance with these Guidelines is required at all times, and any use of the UEPAKI Marks in violation of these Guidelines will automatically terminate any license related to your use of the UEPAKI Marks.

1. YOU ARE ALLOWED TO USE THE UEPAKI MARKS ONLY BY DISPLAY ON YOUR SITE WITH THE PURPOSE OF ADVERTISING AVAILABILITY OF REGISTRATIONS ON AN UEPAKI SITE, WITH A CORRESPONDING AFFILIATE LINK TO THAT SITE.

2. Your use of the UEPAKI Marks must (i) comply with the most up-to-date version of these Guidelines; and (ii) comply with all Program Documents (as defined in the Fee Statement).

3. You may use the UEPAKI Marks solely for the purpose specifically authorized under the Program Documents. You may not use or display the Marks (i) in any manner that implies sponsorship or endorsement by us; (ii) to disparage us, our Registrations or services; (iii) in a way that may, at our discretion, diminish or otherwise damage our goodwill in the UEPAKI Marks; or (iv) in offline material or email (e.g., in any printed material, mailing, SMS, MMS, attachment to email, or other document, or any oral solicitation).

4. We will supply an image or images of the UEPAKI Marks for you to use. You may not alter any UEPAKI Mark in any manner. For example, you cannot change the proportion, color, or font of any UEPAKI Mark, or add or remove any elements from any UEPAKI Mark.

5. Each UEPAKI Mark must appear by itself, in its entirety, with reasonable spacing between each side of the UEPAKI Mark and other visual, graphic, or textual elements. Under no circumstance can any UEPAKI Mark be placed on any background that interferes with the readability or display of that UEPAKI Mark.

6. All rights to the UEPAKI Marks are our exclusive property, and all goodwill generated through your use of any UEPAKI Mark will inure to our exclusive benefit. You will not take any action that conflicts with our rights in, or ownership of, any UEPAKI Mark.

7. You cannot display or otherwise use any trademark or logo of any third-party seller or vendor on an UEPAKI Site in connection with any Affiliate Link unless you have obtained from that seller or vendor specific written authorization to do so.

8. You cannot use or apply to register any trademark that is confusingly similar to any UEPAKI mark in any jurisdiction. You cannot use or apply to register any trademark, domain name, subdomain, username or app name that is confusingly similar to any UEPAKI mark in any jurisdiction.

We reserve the right to modify these Trademark Guidelines and the approved UEPAKI Marks, at any time and in our sole discretion, by posting a change notice or revised Trademark Guidelines or approved UEPAKI Marks on the Affiliates Site.

We reserve the right to take appropriate action against any use without permission or any use that does not conform to these Guidelines, at any time and in our sole discretion.

Affiliates Program IP License (“License”)

This License governs your use of Program Content in connection with your participation in the Affiliates Program. By accepting the Agreement, or by accessing or using the Program Content, including the proprietary application 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.

1. Limited License to Program Content

Subject to the terms of the Agreement and solely for the limited purposes of participation in the Affiliates Program in strict compliance with the Agreement (including this License and the other Program Policies), we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to: (a) copy and display Program Content solely on your Site; (b) use only those of the UEPAKI Marks (as defined in the Trademark Guidelines) we make available to you as part of the Program Content, solely on your Site and in accordance with the Trademark Guidelines, and (c) access and use RA API, Data Feeds, and Registration Advertising Content solely in accordance with the Specifications and this License.

You will use Program Content solely in accordance with the terms of the Agreement and within the express scope of the license granted herein. Without limiting the foregoing, you will (a) use Program Content solely to send end users and sales to an UEPAKI Site and will not link any Program Content to, or in conjunction with any Program Content, direct traffic to any page of a site other than an UEPAKI Site (however, parts of your Site that are not closely Affiliated with the Program Content may contain links to sites other than an UEPAKI Site) and (b) link each use of the Program Content solely to the related Registration detail page or other relevant page of an UEPAKI Site and not to any other page.

RA API or Data Feeds may allow you to access data, images, text, and other information and content relating to Registrations offered on one or more affiliate sites. If you use RA API or Data Feeds 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 for RA API or Data Feeds (or equivalent service) providing Registration Advertising Content from such affiliate sites.

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 otherwise upon termination of this Agreement. In addition, we may terminate the License in whole or in part upon written notice to you. You will promptly stop using the Program Content (including RA API and Data Feeds) and promptly remove from your Site and delete or otherwise destroy all of the Program Content and UEPAKI Marks with respect to which the License is terminated or as we may otherwise request from time to time.

2. RA API Usage Requirements

(a) Description. Under this License, we may make available to you Program 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 RA API, we may make available from time to time for use in connection with 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 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 RA API (collectively, “Specifications”). “Registration Advertising Content,” as used in this License Agreement, 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 site other than an UEPAKI Site.

(b) Obtaining Registration Advertising Content. You may obtain Registration Advertising Content by making calls to RA API. If we provide express prior written approval, you may also obtain Registration Advertising Content through a data feed (“Data Feeds”) that we make available via file transfer protocol. If you obtain Registration Advertising Content through Data Feeds, your access to and use of Data Feeds is subject to this License. You acknowledge that we may change, deprecate, or republish RA API or Data Feeds, or any features of RA API or Data Feeds, 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 RA API or Data Feeds is compatible with the then-current requirements (including this License and all Program Policies).

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 UEPAKI Affiliates Program or a related Affiliates Program tracking ID) to identify your account and make calls to RA API. You may obtain your Account Identifiers through RA API account creation process.

If you obtain Registration Advertising Content through a Data Feed, you must use a unique username/ password combination to access the Data Feeds (“Data Feed Access ID”). You must obtain your Data Feed Access ID as part of the Data Feeds 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. 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.

(c) Usage Requirements. By making calls to RA API, accessing the Data Feeds, or using Registration Advertising Content, you agree to comply with the following requirements:

i. 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. You will not use RA API, Data Feeds, or Registration Advertising Content with any site or application, or in any other manner, that does not have the principal purpose of advertising and marketing an UEPAKI Site and driving sales of Registrations and services on an UEPAKI Site.

ii. You will comply with all pages, schedules, policies, guidelines, and other documents and materials, including all Specifications, referenced in this License and the Program Policies.

iii. You will link each use of Registration Advertising Content to, and only to, the relevant page of an 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 an UEPAKI Site (however, parts of your application that are not closely Affiliated with Registration Advertising Content may contain links to sites other than an UEPAKI Site).

 (e) You will not, without our express prior written approval, access or use RA API or Data Feeds for the purpose of aggregating, analysing, extracting, or repurposing any Registration Advertising Content or in connection with any software or other application intended for use by persons or entities that offer Registrations on an UEPAKI Site.

(f) You will not (i) interfere, or attempt to interfere, in any manner with the functionality or proper working of 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 RA API, Data Feeds, Registration Advertising Content, or Specifications.

(g) 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 (except to the extent such right cannot be excluded or limited by law and then only when our express permission has been sought and refused), or otherwise derive any source code of or relating to RA API, Data Feeds, or any software included in Registration Advertising Content.

(h) 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 RA API or retrieving a new Data Feed and refreshing the Registration Advertising Content on your application immediately thereafter. Unless otherwise notified by us, you may store individual UEPAKI Standard Identification Numbers (ASINs) for an indefinite period until the termination of this License. Notwithstanding the foregoing, if your application includes a client application, the client application 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 application that includes or uses Registration Advertising Content for the purpose of verifying your compliance with this License.

 (j) You will not exceed, or if you build and release an application that calls RA API, each copy of that application 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 RA API that are greater than 40KB without our prior written approval.

(k) If you display Registration Advertising Content consisting of text on your application, you will include the following disclaimer in plain view to end users of your application: “CERTAIN CONTENT THAT APPEARS [IN THIS APPLICATION or ON THIS SITE, as applicable] COMES FROM UEPAKI. 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.

3. Reservation of Rights; Your Submissions

Other than the limited licenses expressly set forth herein, 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 License or otherwise, acquire any ownership interest or rights in or to, the Affiliates Program, Affiliate Links, link formats, Program 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 Affiliates Program (including any application program interfaces, software development kits, libraries, sample code, and related materials).

If you provide us with suggestions, reviews, modifications, data, images, text, or other information relating to any Program Content or in connection with your participation in the Affiliates Program, or if you modify any Program 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 for the maximum duration of protection available under applicable law 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.

UEPAKI Brand Promoter Program Policy (“Brand Promoter Program Policy”)

The Affiliates Program “UEPAKI Brand Promoter Program” is a country specific program that is available in select countries. You may earn fees by acting as a social media presence facilitating user (here, seller) registrations as part of the UEPAKI Brand Promoter Program in connection with your participation in the Affiliates Program. In order to participate in the UEPAKI Brand Promoter Program, an eligible Affiliate (“Brand Promoter”) must meet UEPAKI qualitative and quantitative thresholds, complete the registration process, and comply with the applicable provisions of the Agreement, including this Brand Promoter Program Policy.

1. Registration Information; Brand Promoter Page.

(a) Registration Information. To register as a Brand Promoter, you must complete all information requirements, including granting requests to access data regarding your social media presences.

(b) Brand Promoter Page. This UEPAKI Brand Promoter Program may include an UEPAKI Site Brand Promoter page registered through UEPAKI and assigned to you (“Brand Promoter Page”). With respect to Affiliate Links that direct users (here, sellers) to your Brand Promoter Page, the related Session will be measured as beginning when our user (here, seller) clicks through to your Brand Promoter Page. The Brand Promoter Page is a “Service Offering” for all purposes under the Agreement. With respect to any text, pictures, compilations, lists, comments or other data or content you submit to UEPAKI in connection with the UEPAKI Brand Promoter Program (“Brand Promoter Content”), you will not submit such Brand Promoter Content if it violates any standard included in Section 1 of the Participation Requirements.

(c) Marketing. Solely with respect to the UEPAKI Brand Promoter Program, and notwithstanding anything to the contrary in the Participation Requirements, you may include Affiliate Links to your Brand Promoter Page in emails; provided, that such emails are in compliance with the Agreement, the Trademark Guidelines, and the UEPAKI Brand Usage Guidelines. Upon our request, you will provide us with representative sample materials and written certification that you have complied with the foregoing. We will specify the form of, and content required in, that certification in any such request. Any failure by you to provide the certification in accordance with our request will constitute a material breach of this Brand Promoter Program Policy. For the avoidance of doubt, (i) for the purposes of applicable marketing laws (for example, if applicable, the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act of 1991 and any similar or successor legislation), you are the “Sender” of each email containing any Affiliate Links, and (ii) you must comply with applicable laws and marketing industry standards and best practices for all emails relating to the UEPAKI Brand Promoter Program. UEPAKI may revoke the offline marketing permissions granted in this Section 1 at any time in its sole discretion by providing written notice to you.

2. Reservation of Rights; Consent; Indemnification

(a) Reservation of Rights. We reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of the Agreement or otherwise, acquire any ownership interest or rights in or to, the Brand Promoter Page, the Brand Promoter Page URL or information and materials on the Brand Promoter Page. You will not take any action that conflicts with our rights in, or ownership of, the Brand Promoter Page. UEPAKI reserves all rights to determine the content, appearance, functionality, URL, and all other aspects of the Brand Promoter Page, including through the display of (i) advertising materials on the Brand Promoter Page, without compensation to Brand Promoter, and (ii) disclosure (by text, link, icon, or otherwise) regarding Brand Promoter’s participation in the UEPAKI Brand Promoter Program.

(b) Consent. By accepting this Brand Promoter Program Policy, you hereby grant to UEPAKI a non-exclusive, irrevocable, worldwide, fully paid-up, royalty-free and perpetual license for the maximum duration of protection available under applicable law in all languages to use, copy, reproduce, adapt, distribute, transmit and display your name, photo, logo and other trademarks or materials provided to UEPAKI in connection with the UEPAKI Brand Promoter Program, including through linkage to your UEPAKI public profile (“Brand Promoter Marks”); provided however, that UEPAKI will not alter any Brand Promoter Marks from the form provided by Brand Promoter (except to re-format or re-size within the Brand Promoter Page, so long as the relative presentation of the Brand Promoter Marks remains the same).

(c) Brand Promoter Content and Site. For avoidance of doubt, you acknowledge that Brand Promoter Content you submit will be subject to the provisions of the Conditions of Use on the relevant UEPAKI Site relating to posting content or submitting material and that your Site is subject to the requirements of Section 3(b) of the Participation Requirements relating to compliance with all applicable laws (for example, if applicable, the US FTC Guides Concerning Use of Endorsement and Testimonials in Advertising).

(d) Indemnification. WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF THE BRAND PROMOTER PAGE, 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 ANY CONTENT WITHIN THE BRAND PROMOTER PAGE PROVIDED BY YOU.

3. Termination. UEPAKI may suspend or terminate Brand Promoter’s participation in the UEPAKI Brand Promoter Program, and Brand Promoter may terminate such participation, in each case immediately by notice provided in accordance with the termination provisions of the Agreement. The rights set forth in Section 2 of this Brand Promoter Program Policy will survive the termination of Brand Promoter’s participation in the UEPAKI Brand Promoter Program; provided that, we will use commercially reasonable efforts to remove any Brand Promoter Marks from the Brand Promoter Page following termination.

Affiliates Program Local Affiliates Policy (“Local Affiliates Policy”)

This Local Affiliates Policy applies to any registered business that offers face-to-face customer experiences and that facilitates customer Registrations on UEPAKI.com (“Local Affiliates Program”) operated by an Affiliate in one or more of its owned or operated facilities registered on the program portal at https://affiliate-program.UEPAKI.com/local Affiliates Site (such portal, the “Local Affiliates Portal” and such facilities, the “Local Affiliates Facilities”). In order to participate in the Local Affiliates Program you must (A) be an owner or authorized employee of a registered business, (B) apply through the Local Affiliates Portal, (C) have your application accepted by UEPAKI, (D) not be also registered for the UEPAKI Affiliates Program, and (E) comply with the applicable provisions of the Affiliate Brand Promoter Operating Agreement, including this Local Affiliates Policy.

1. Assigned ID.

You will register for and be assigned a unique URL Affiliated with an Affiliate ID for your participation in the Local Affiliates Program. You will not use any alternative URL or Affiliate IDs in connection with the Local Affiliates Program or use the assigned URL or Affiliate ID for any other purpose. For purposes of this Local Affiliates Policy, your unique URL will be considered an Affiliate Link as defined in the Affiliate Brand Promoter Operating Agreement.

2. Local Affiliates Program.

You will offer UEPAKI users (here, sellers) the opportunity to register for which you have expertise to assist users (here, sellers) in evaluating and making registration decisions (“Local Affiliates Registrations”), as described below:

(a) For purposes of the Local Affiliates Program, “your Site”, as referenced in the Affiliate Brand Promoter Operating Agreement, includes the Local Affiliates Facilities and any other location where you market Registrations to UEPAKI customers. For avoidance of doubt, if you use any Site (as defined in the Affiliate Brand Promoter Operating Agreement) or other online presence to market Registrations to UEPAKI customers, that Site will be subject to all provisions of the Affiliate Brand Promoter Operating Agreement as “your Site.”

(b) The Local Affiliates Registrations will be made available for UEPAKI users (here, sellers) to register through a specific page on UEPAKI.com assigned to each Local Affiliate (such page, the “Recommendations Page”). The Recommendations Page will include either a general UEPAKI.com search bar or a selection of Local Affiliates Registrations curated by you. UEPAKI reserves the right to modify the Registrations included in the Local Affiliates Registrations on any Recommendations Page. You must direct all Local Affiliates Program marketing to the Recommendations Page to be eligible for Qualified Registrations.

(c) You will be solely responsible for providing personnel to assist UEPAKI customers with making Registrations through the Local Affiliates Program. Without limiting the generality of the foregoing, you will design a reasonable training program designed to (1) educate your employees about Local Affiliates Program offerings, (2) use your expertise to assist UEPAKI customers with evaluating and making purchasing decisions regarding Local Affiliates Registrations, and (3) optimize customer experiences with the Local Affiliates Program. Further, you will implement the training program for all store managers and Affiliates at each Local Affiliates Facility. With respect to any UEPAKI customer data received by you or your personnel in connection with Registrations of Local Affiliates Registrations, you will ensure the security and prompt destruction of such customer data.

(d) UEPAKI will be solely responsible for all customer service, fulfilment, delivery, and any returns relating to the Local Affiliates Registrations.

(e) Both parties acknowledge and agree that you are not acting as a reseller of any UEPAKI Registration(s), Local Affiliates Registration(s), or other Registration or service purchased through the Local Affiliates Program.

3. Marketing.

You will market Local Affiliates Registrations to UEPAKI customers only at those locations and through those methods by which you customarily conduct your registered business. Solely with respect to the Local Affiliates Program, and notwithstanding anything to the contrary in the Participation Requirements, you may include Affiliate Links in written physical and digital materials (including email) which are displayed, distributed, emailed, or offered to customers, clients, or third parties with whom you have a pre-existing relationship; provided, that such written physical and digital materials are in compliance with the Affiliate Brand Promoter Operating Agreement, the Trademark Guidelines, and the UEPAKI Brand Usage Guidelines. Upon our request, you will provide us with representative sample materials and written certification that you have complied with the foregoing. We will specify the form of, and content required in, that certification in any such request. Any failure by you to provide the certification in accordance with our request will constitute a material breach of this Local Affiliates Policy. For the avoidance of doubt, (i) for the purposes of the CAN-SPAM Act of 2003 and any similar or successor legislation (CAN-SPAM), you are the “Sender” of each email containing any Affiliate Links, (ii) for the purposes of the Communications Act of 1934 as amended by Telephone Consumer Protection Act of 1991 and any similar or successor legislation (TCPA), you “make” and “initiate” each text message containing any Affiliate Links, and (iii) you must comply with CAN-SPAM, TCPA and marketing industry standards and best practices for all emails, texts, and other messages relating to the Local Affiliates Program. UEPAKI may revoke the offline marketing permissions granted in this Section 3 at any time in its sole discretion by providing written notice to you.

4. Promotional Materials and Licensing.

(a) Promotional Materials. UEPAKI may from time to time provide you with a standard form template and other marketing assets for use in promotional marketing materials (“Promotional Materials”), subject to the limited license in Section 4(b) of this policy. UEPAKI reserves the right to review your Promotional Materials at any time for compliance with this Local Affiliates Policy. Any failure by you to provide the Promotional Materials in accordance with our request will constitute a material breach of this Local Affiliates Policy.

(b) UEPAKI Marks Limited License. UEPAKI grants to you a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable right and license to display, publish, and reproduce UEPAKI Marks that UEPAKI may provide to you from time to time in connection with Local Affiliates Program solely for the purpose of marketing Local Affiliates Registrations. UEPAKI reserves all right, title, and interest in and to its Intellectual Property Rights and no title to or ownership of any of UEPAKI’s Intellectual Property Rights (including with respect to UEPAKI Marks) is transferred or licensed in connection with this Local Affiliates Policy. “Intellectual Property Right” means any patent, copyright, trademark, or trade secret right and any other intellectual property or proprietary right in any jurisdiction, including any and all applications, registration and rights of registration, reissues, divisions, continuations, substitutes, renewals, and extensions in respect thereto, and any causes of action related to any violation, infringement or misappropriation thereof. Upon the termination of your participation in the Local Affiliates Program by UEPAKI or you, you will immediately cease and discontinue all further use of the UEPAKI Marks, any and all licenses you have with respect to the UEPAKI Marks will automatically terminate. You will promptly (within 7 calendar days) stop using and remove or destroy all UEPAKI Marks and any other materials provided or made available by or on behalf of UEPAKI to you under this Local Affiliates Policy.

(c) Recommendations Page. 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 Local Affiliates Policy or otherwise, acquire any ownership interest or rights in or to, the Recommendation Page, the Recommendation Page URL, or information and materials on the Recommendation Page. You will not take any action that conflicts with our rights in, or ownership of, the Recommendation Page. UEPAKI reserves all rights to determine the content, appearance, functionality, URL, and all other aspects of the Recommendation Page, including through the display of (i) advertising materials on the Recommendation Page, without compensation to any Local Affiliate, and (ii) disclosure (by text, link, icon, or otherwise) regarding your participation in this Local Affiliates Program.

(d) Local Affiliate Consent. By accepting this Local Affiliates Policy, you hereby grant to UEPAKI a non-exclusive, irrevocable, worldwide, fully paid-up, royalty-free and perpetual license in all languages to use, copy, reproduce, adapt, distribute, transmit and display your name, photo, logo and other trademarks or materials provided to UEPAKI in connection with the Local Affiliates Program (“Local Affiliate Marks”), solely in connection with the promotion, use, and display of the Recommendation Page and as examples of best practices in our educational and marketing materials; provided however, that UEPAKI will not alter any Local Affiliate Marks from the form provided by you (except to re-format or re-size within the Recommendation Page, so long as the relative presentation of the Local Affiliate Marks remains the same).

5. Service Offerings.

The Local Affiliates Portal, all Promotional Materials, and any other information and content provided to you in connection with the Local Affiliates Program are included as “Service Offerings” under the Affiliate Brand Promoter Operating Agreement. All disclaimers and indemnity obligations under the Affiliate Brand Promoter Operating Agreement will apply further to liabilities, claims, damages, losses, costs, and expenses relating to your Recommendations Page and any Local Affiliates Marks or other data or materials you provide in connection with the Local Affiliates Program.

6. Term and Termination.

Either party may terminate your participation in the Local Affiliates Program at any time, with or without cause, in accordance with the termination provisions in the Affiliate Brand Promoter Operating Agreement.