Dareshore TOS &  Affiliate Program Agreement

Please read these Terms and Conditions (“Terms,” “Terms and Conditions”) carefully before using the www.dareshore.com website and/or the Dareshore app (the “Service”) operated by Al Dareshore LLC D.B.A Dareshore (“us”, “we”, or “our”).

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who wish to access or use the Service. By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the terms, then you do not have permission to access the Service.

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1. Introduction

This section formally introduces the agreement and establishes the legal identities of the involved parties, namely Dareshore and the Affiliate.

Purpose: This part of the agreement sets the foundation for the entire document by clearly defining who the parties are. It ensures that both Dareshore and the Affiliate understand their roles and the nature of their relationship. Establishing this clarity from the outset helps in building mutual understanding and trust, which are essential for a successful partnership.

Legal Binding: By specifying that both parties agree to act in good faith, this clause emphasizes the importance of integrity and professionalism. It means that both Dareshore and the Affiliate are legally committed to fulfilling their obligations as outlined in the agreement. This legal binding nature ensures that both parties take the terms seriously and adhere to them, knowing that they are enforceable by law.

Terms of Service: This part underscores the commitment of both parties to adhere to the terms set forth in the agreement. It ensures that the affiliate relationship is built on mutual respect and understanding. This clause serves as a reminder that the terms are not merely guidelines but binding rules that both parties must follow, ensuring a fair and transparent partnership.

### Dareshore Affiliate Program Agreement

This agreement is designed to outline the relationship between Dareshore ("Company") and its affiliates ("Affiliate"). The comprehensive terms ensure transparency, compliance, and mutual benefit for both parties.

#### Arbitration

**Arbitration Clause:**

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, or validity thereof, the parties agree to resolve the dispute through binding arbitration in California rather than in court.

**Governing Law:**

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

**Arbitration Procedure:**

1. **Initiation of Arbitration:** Either party may initiate arbitration by providing written notice to the other party of its intent to arbitrate, which notice shall describe the nature of the dispute.

2. **Arbitration Rules:** The arbitration will be conducted in accordance with the rules of the American Arbitration Association (AAA) then in effect, except as modified by this Agreement.

3. **Arbitration Location:** The arbitration will take place in the State of California, specifically in Los Angeles County.

4. **Selection of Arbitrator:** The arbitrator will be selected by Dareshore.

5. **Arbitrator’s Authority:** The arbitrator shall have the authority to grant any form of appropriate relief, whether legal or equitable in nature, including but not limited to specific performance. The arbitrator’s decision shall be final and binding on both parties.

6. **Costs and Fees:** Each party shall bear its own costs and expenses of arbitration, including legal fees, and an equal share of the arbitrator’s fees and administrative fees of arbitration.

7. **Confidentiality:** The arbitration proceedings, including any settlement, negotiation, or resolution, shall be confidential and not disclosed to any third party without the prior written consent of both parties, except as may be necessary to enforce the arbitrator’s decision.

8. **Limitation on Arbitration:** The parties agree that any arbitration shall be conducted solely on an individual basis and not in a class, consolidated, or representative action. The arbitrator shall not have the authority to consolidate claims or to hear any class action claims or representative action claims.

9. **Judgment on the Award:** Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

By entering into this Agreement, both parties are waiving the right to a trial by jury or to participate in a class action lawsuit. This arbitration clause shall survive the termination of this Agreement.

### Refunds

We are confident in the effectiveness of The Formula, and we stand by our commitment to help you achieve financial success. If you do not see results after implementing The Formula, we offer refunds under the following conditions:

1. **Minimum Commitment:** You must work on The Formula for a minimum of 6 months.

2. **Proof of Effort:** You must provide proof that you have completed every single part of the process, including:

- **Personal Credit:**

- Documentation showing that you sent dispute letters to the credit bureaus.

- Evidence that you froze your information with secondary credit agencies.

- Proof that you removed old addresses and personal information associated with negative items.

- **Business Credit:**

- Evidence that you registered your business properly.

- Proof that you obtained a DUNS number and EIN (Employer Identification Number).

- Documentation showing that you set up your business credit profile with the major credit bureaus.

- **Aged Tradelines:**
- Proof that you added aged tradelines to your credit profile.
- Documentation showing that you reported these tradelines according to our guidelines.

By ensuring these steps are followed, we are confident that The Formula will work for you. If all requirements are met and you still do not see results, we will issue a refund.

Fraudulent Chargebacks

We understand that sometimes issues arise, and we are committed to resolving any genuine concerns you may have. However, if you dispute the charge with your bank after purchasing any of our products without contacting us first to resolve the issue, it is considered fraudulent chargeback activity.

Engaging in fraudulent chargebacks is taken seriously and can have legal consequences. In such cases, we will:

• Report the Incident: The fraudulent activity will be reported to a third-party collection agency.

• Recoup the Debt: We will seek to recoup the full amount of the chargeback, including any additional fees.

• Legal Action: If necessary, we will take legal action to recover attorney fees and any other costs incurred.

We encourage you to reach out to our support team at support@dareshore.com if you have any issues or questions regarding your purchase. We are here to help and are dedicated to ensuring you have a positive experience with The Formula. Let’s work together to resolve any problems before taking such steps.

#### Affiliate Program Enrollment

**Eligibility:**

Dareshore welcomes affiliates from around the world, with the exception of individuals from countries with which we have significant political or economic restrictions. To ensure that affiliates are capable of entering into a binding contract, they must be at least 18 years old. This ensures that our program remains compliant with international laws and maintains the integrity and security of our operations.

**Application Process:**

Prospective affiliates must fill out an online application providing their name, contact information, and marketing experience. This process helps Dareshore gather essential information about potential affiliates, allowing them to assess the suitability of applicants. It also serves as a preliminary screening to ensure that only serious and capable individuals are considered for the program.

**Approval Process:**

Dareshore reviews applications and informs applicants of their decision within seven business days. This ensures only qualified individuals are accepted into the program. The review period allows the company to thoroughly evaluate the applications and make informed decisions, ensuring a high-quality affiliate network.

**Training Materials:**

Upon approval, affiliates receive access to training resources to help them succeed in their promotional efforts. These materials are crucial for equipping affiliates with the knowledge and tools they need to effectively market the company's products. Proper training helps maintain consistency in messaging and ensures that affiliates represent the brand accurately.

**Account Creation:**

Approved affiliates are provided with login credentials to access their account on the Dareshore affiliate portal, allowing them to track their progress and commissions. This system offers transparency and allows affiliates to monitor their performance, ensuring they stay motivated and informed.

3. Commissions and Payment

This section details how affiliates earn commissions and the procedures for payment.

Commission Structure: Affiliates are compensated based on the number of packages they sell. The tiered structure (0-5 packages at 30%, 6-10 packages at 40%, and 15+ packages at 50%) incentivizes higher sales. This structure motivates affiliates to increase their sales volume to earn higher commissions, benefiting both the affiliate and the company.

Additional Commissions: Affiliates earn an additional 10% on sales made by the individuals they invite and who sign up for "The Formula," encouraging them to expand their network. This bonus commission structure not only rewards affiliates for their direct sales but also for their ability to recruit and motivate new affiliates, fostering a robust and dynamic sales network.

Payment Schedule: Commissions are paid 30 days after the end of each month, with a minimum balance of $500 required for payout. This delay ensures that any potential refunds requested by customers are processed before commissions are paid out, protecting the company from financial losses. This 30-day period allows Dareshore to verify all transactions and ensure the accuracy of payouts, minimizing the risk of errors or disputes.

Payment Methods: Payments are made via PayPal or direct bank transfer, providing flexibility and convenience for affiliates. Offering multiple payment options accommodates different preferences and makes it easier for affiliates to receive their earnings promptly. This flexibility helps in maintaining a satisfied affiliate network, as affiliates can choose the method that works best for them.

Reporting: Affiliates have access to an online portal where they can monitor their sales, commissions, and other relevant metrics, allowing for transparency and real-time tracking. This feature helps affiliates stay informed about their performance and earnings, enabling them to make data-driven decisions to optimize their marketing strategies. By providing detailed reporting, Dareshore ensures that affiliates have the tools they need to succeed.

4. Affiliate Responsibilities

Affiliates have certain responsibilities to ensure ethical and effective promotion of Dareshore’s products.

Promotion: Affiliates are required to use provided marketing materials and resources to promote Dareshore products effectively and ethically. This ensures that all marketing efforts are aligned with the company's branding and messaging, maintaining a consistent image across different channels. Proper promotion helps in building a strong brand presence and attracts potential customers.

Compliance: Affiliates must adhere to all relevant laws and regulations, including those related to advertising and data privacy. This requirement ensures that affiliates conduct their marketing activities legally and ethically, protecting both the affiliate and the company from potential legal issues. Compliance helps in maintaining the integrity of the affiliate program and avoids any legal complications.

Accurate Representation: Affiliates must ensure their promotions are truthful and not misleading, maintaining the integrity of Dareshore’s brand. Honest and accurate representation helps build trust with potential customers and preserves the company's reputation. Misleading promotions can damage the brand and result in legal consequences, so accuracy is paramount.

Confidentiality: Affiliates must protect any confidential information shared by the Company, such as marketing strategies and customer data. This clause ensures that sensitive information is not disclosed or misused, which could harm the company’s competitive advantage or violate customer privacy. Maintaining confidentiality is essential for protecting the company's business interests and customer relationships.

Prohibited Activities: Affiliates are prohibited from engaging in activities like spamming, unsolicited advertising, and other unethical practices, ensuring the program’s reputation remains intact. This clause helps maintain a high standard of ethical conduct among affiliates, which is crucial for long-term success and credibility. Prohibited activities can harm the brand's reputation and lead to legal issues, so they must be avoided.

5. Term and Termination

This section explains the duration of the agreement and conditions under which it can be terminated.

Term: The agreement begins upon acceptance and continues until terminated by either party. This open-ended term allows for flexibility, ensuring that affiliates can remain in the program as long as they are compliant and productive. It also allows the company to maintain a dynamic and adaptable affiliate network, adjusting as needed to changing market conditions and affiliate performance.

Termination by Affiliate: Affiliates may terminate the agreement at any time by providing written notice to Dareshore. There is no penalty for exiting the program. This provision allows affiliates to exit the program without penalty if they no longer wish to participate, providing them with flexibility and control over their involvement. It ensures that affiliates are not locked into a long-term commitment they no longer find beneficial.

Termination by Company: Dareshore reserves the right to terminate the agreement at any time, with or without cause, by providing written notice. This ensures that the company can remove non-compliant or underperforming affiliates, maintaining the quality of the program and

protecting its interests. It provides the company with the flexibility to manage the affiliate network effectively.

Effect of Termination: Upon termination, the affiliate must cease all promotional activities and return any confidential information. This ensures that former affiliates no longer represent the company or have access to its proprietary information, protecting the company’s interests and maintaining confidentiality. It helps in safeguarding sensitive information and maintaining brand integrity.

Survival: Provisions related to confidentiality, indemnification, and intellectual property remain in effect even after the agreement is terminated. These clauses protect the company’s interests and ensure that key obligations continue beyond the termination of the agreement, safeguarding against potential risks and liabilities. They ensure that critical protections remain in place even after the business relationship ends.

By purchasing The Formula, you agree to the following terms and conditions:

1. Non-Transferable License: The purchase grants you a non-transferable license to use The Formula. Reselling, sharing, or distributing the material is strictly prohibited.

2. Compliance with Guidelines: You agree to follow all provided guidelines and instructions to the best of your ability. Failure to do so may affect your eligibility for a refund.

3. No Guarantees: While we are confident in the effectiveness of The Formula, individual results may vary. We do not guarantee specific financial outcomes.

4. Limitation of Liability: Our liability is limited to the purchase price of The Formula. We are not responsible for any indirect, incidental, or consequential damages arising from the use of our product.

6. Confidentiality

Confidentiality is crucial in maintaining the integrity of proprietary information.

Scope: Confidential information includes any non-public information disclosed by Dareshore to the affiliate. This can encompass marketing strategies, customer lists, business plans, and other sensitive information that, if disclosed, could harm the company’s competitive position. By defining the scope clearly, both parties understand what information is protected under this clause, ensuring proper handling of such information.

Obligations: Affiliates are required to take reasonable measures to protect this information from unauthorized disclosure. This means implementing safeguards such as secure storage, restricted access, and ensuring that any disclosures are only made to individuals who have a legitimate need to know. These obligations help maintain the confidentiality and security of sensitive information, protecting the company's business interests.

Exceptions: Information that is publicly available or received from a third party is not considered confidential. This clause ensures that affiliates are not unfairly restricted from using information that is already in the public domain or obtained through legitimate means. It balances the need for confidentiality with practical considerations, ensuring fairness in the application of confidentiality obligations.

Duration: The obligation to maintain confidentiality continues for two years after the termination of the agreement. This extended period ensures that the company’s proprietary information remains protected even after the business relationship has ended. It provides an additional layer of security for sensitive information, ensuring long-term protection.

Breach: Any breach of confidentiality may result in immediate termination of the agreement and potential legal action. This clause underscores the seriousness of confidentiality obligations and the potential

Affiliate Program Operating Agreement Updated: March, 2024

This Affiliate Program Operating Agreement (“Operating Agreement”) contains the terms and conditions that govern your participation in the Affiliate Program (the “Program”). “We,” “us,” or “our” means GoAffPro.com and Partner Website. “You” or “your” means the applicant. A “site” means a website. “Partner Site” means the e-commerce/retail partner using the goaffpro affiliate tracking software. “Your site” means any site(s), any software application(s) and any Mobile Application (as defined hereinafter) that you link to the partner site. "Advertising Fees" means commissions earned for a successful and verified sale of product on the Partner Site by a customer using your referral link.

BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER WEBSITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.

1. Description of the Program

The purpose of the Program is to permit you to advertise Products on your site and to earn advertising fees OR commissions for Qualifying Purchases (defined in Section 7) made by your end users. A “Product” is any item sold on the Partner Website, other than any products that are explicitly defined as excluded products here (collectively, “Excluded Products”). Product may also include certain services, if any, expressly included on the Affiliate Program Commissions Schedule. In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and

other information in connection with the Program ("Content"). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the Partner Site. While we are committed to providing high-quality resources and support to help you achieve your financial goals, Dareshore does not guarantee specific results. The success of our programs and services can vary based on individual circumstances, efforts, and market conditions. As such, we cannot promise or warrant any particular outcomes, including but not limited to financial gains, credit score improvements, or business success. Your use of our services is at your own risk, and you acknowledge that achieving your desired results requires your active participation, diligence, and adherence to the guidance provided.

2. Enrollment

To begin the enrollment process, you must submit a complete and accurate Program application. You must identify your site in your application. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application in our sole discretion including if we determine that your site is unsuitable. Unsuitable sites include those that:

(a) promote or contain sexually explicit materials;

(b) promote violence or contain violent materials;

(c) promote or contain libelous or defamatory materials;

(d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;

(e) promote or undertake illegal activities;

(f) include any trademark of GoAffPro, its Partner Sites or its affiliates, or a variant or misspelling of a trademark of GoAffPro, its Partner Sites or its affiliates, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site; or

(g) otherwise violate intellectual property rights.

If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Operating Agreement at any time in our sole discretion.

You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and

identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Operating Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

3. Links on Your Site

After you have been notified that you have been accepted into the Program, you may display Special Links on your site. “Special Links” are links to the Partner Site that you place on your site in accordance with this Operating Agreement, that properly utilize the special “tagged” link formats we provide, and that comply with the Affiliate Program Linking Requirements Special Links permit accurate tracking, reporting, and accrual of advertising fees.

You may earn advertising fees only as described in Section 7 and only with respect to activity on the Partner Site occurring directly through Special Links. We will have no obligation to pay you advertising fees if you fail to properly format the links on your site to the Partner Site as Special Links, including to the extent that such failure may result in any reduction of advertising fee amounts that would otherwise be paid to you under this Operating Agreement.

If you wish to include Special Links in a software application designed and intended for use on mobile phones, tablets, or other handheld devices (“Mobile Application”), you must include the name of the Mobile Application and the link to your Mobile Application in your application to the Program. The suitability and other requirements of this Section 3 and the Mobile Application Policy will apply to Mobile Applications. We will evaluate your application and notify you of its acceptance or rejection. A Mobile Application that is accepted will be an "Approved Mobile Application" for the purposes of this Agreement.

Special Links displayed in Approved Mobile Applications may be served by the Affiliate API or Partner API(“Affiliate API”) or the Product Advertising API, including any Special Links displayed within an integrated web browser and must use the Affiliate ID we have assigned to you expressly for your Approved Mobile Applications.

4. Program Requirements

By participating in the Program, you agree that you will comply with the Affiliate Program Participation Requirements and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Operating Agreement (collectively, “Operational Documentation”).

You will provide us with any information that we request to verify your compliance with this Operating Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction described on the Associates Program Participation Requirements page or any other Operational Documentation or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us): (a) withhold any advertising fees payable to you under this Operating Agreement,; (b) close any other accounts you may have or may open in the future, without payment of any advertising fees; (c) terminate this Operating Agreement, ; or (d) undertake all of the above actions.. In addition, you hereby consent to us:

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

• ●  monitoring, recording, using, and disclosing information about your site and visitors

  to your site that we obtain in connection with your display of Special Links (e.g., that a particular customer clicked through a Special Link from your site before buying a Product on the Partner Site) in accordance with the Privacy Notice; and

• ●  monitoring, crawling, and otherwise investigating your site to verify compliance with this Operating Agreement and the Operational Documentation.

  5. Responsibility for Your Site

  You will be solely responsible for your site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:

• ●  the technical operation of your site and all related equipment;

• ●  displaying Special Links and Content on your site in compliance with this Operating

  Agreement and the Operational Documentation and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);

• ●  creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links);

• ●  using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights);

• ●  using the Content, your site, and the materials on or within your site in a manner that is not harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous or otherwise in any manner whatsoever;

• ●  disclosing on your site accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors,

including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers; and

● any use that you make of the Content and the GoAffPro Marks, whether or not permitted under this Operating Agreement.

We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Operating Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Operating Agreement or any Operational Documentation; or (e) your or your employees' negligence or willful misconduct.

6. Order Processing

We will process Product orders placed by customers who follow Special Links from your site to the Partner Site. We reserve the right to reject orders that do not comply with any requirements on the Partner Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for reporting and advertising fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases.

7. Advertising Fees

We will pay you advertising fees on Qualifying Purchases in accordance with Section 8 and the Affiliate Program Commissions Schedule. In the event any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent advertising fees payable to you under this Operating Agreement. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your site to the Partner Site; (b) during a single Session that the customer adds a Product to his or her shopping cart and places the order for that Product no later than 89 days following the customer’s initial click-through; or (c) the Product is shipped to, and paid for by, the customer.

A “Session” begins when a customer clicks through a Special Link on your site to the Partner Site and ends upon the first to occur of the following: (x) 24 hours elapses from that

click; (y) the customer places an order for a Product; or (z) the customer follows a Special Link to the Partner Site that is not your Special Link.

Qualifying Purchases exclude, and we will not pay advertising fees on any of, the following:

• ●  any Product that, after expiration of the applicable Session, is added to a customer’s Shopping Cart, or is streamed or downloaded by a customer, even if the customer previously followed a Special Link from your site to the Partner Site;

• ●  any Product purchase that is not correctly tracked or reported because the links from your site to the Partner Site are not properly formatted;

• ●  any Product purchased through a Special Link by you or on your behalf, including Products you purchase through Special Links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity);

• ●  any Product purchased for resale or commercial use of any kind;

• ●  any Product purchased after termination of this Operating Agreement;

• ●  any Product order where a cancellation, return, or refund has been initiated; and

• ●  any Product purchased by a customer who is referred to the Partner Site through any

  of the following:

• ●  a Prohibited Paid Search Placement; or

• ●  a link to the Partner Site, including a Redirecting Link, that is generated or displayed

  on a Search Engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.

• ●  any Qualifying Purchase wherein you have offered any person or entity any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Special Links (e.g., by implementing any “rewards” or loyalty program that incentivizes persons or entities to visit the Partner Site via your Special Links).

• ●  any Product purchased through a Special Link in a Mobile Application that was not an Approved Mobile Application or where the Special Link in an Approved Mobile Application was not served by the AMA API, Product Advertising API or other linking tools that we make available to you.

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

• ●  Pay-Per-Click advertising is strictly prohibited.

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

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

• ●  Posting coupon offers on your website with "reveal the coupon code" or similar phrase that stimulates visitor to click to reveal a coupon code and go to the Partner's site is prohibited.

• ●  the mobile application of the Partner Site is pre-loaded by the original equipment manufacturer ("OEM") on the device or tablet; or

• ●  the mobile application of the Partner Site is installed through a maintenance release or firmware update or firmware based notifications sent by the OEM or the notification partner; or

• ●  the mobile application of the Partner Site is installed from a source other than Google Play store or iOS App Store

  "Coupon Website"

  Whether you are classified as a Coupon Affiliate shall be determined by the Partner in its sole discretion. Factors that may lead to classification as "Coupon Affiliate" include, but are not limited

1. the presence of coupon offerings, especially from many different merchants, on the Affiliate's website, especially if such coupons represent many different merchants and/or are indexed or are organized in a directory;

2. the presence of certain words (or variations or misspellings thereof) in the website's URL or prominently featured in the website's content, such as "coupons," "deals" or "savings";

3. a website that is focused on other merchants and the discounts or promotions offered by them, rather than on products, and that features little original, human- generated content.

“Prohibited Paid Search Placement” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. “Proprietary Term” means keywords, search terms, or other identifiers that include the word “goaffpro,” or any other trademark of GoAffPro or its affiliates, or variations or misspellings of any of those words (e.g., "goaffpor"). “Redirecting Link” means a link that sends users indirectly to the Partner Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.

8. Advertising Fee Payment

We will pay you advertising fees on a monthly basis for Qualifying Purchases shipped, streamed, or downloaded (as applicable) in a given month, subject to any applicable withholding or deduction described below. We will pay you approximately 60 days following the end of each calendar month, but we may accrue and withhold advertising fees until the total amount due to you is at least INR1000 in case of NEFT transfers.

The advertising fee payable to you is inclusive of all taxes including applicable service tax or goods and services tax or other tax or levy that you may be required to remit in connection with such services for which you will raise a valid invoice under applicable law(s) and regulations and report it in the returns within the prescribed time limit so that Partner Site can take input tax credit of the taxes paid. You undertake to comply with any of the applicable provisions of such law including but not limited to:

• ●  timely issuance of GST compliant invoices;

• ●  making the invoices available to Partner Site;

• ●  depositing applicable taxes on a periodic basis; and

• ●  correctly reporting them to the government under tax laws.

  If at any time credit of taxes is denied or payment of taxes is sought from Partner Site or GoAffPro, due to, but not limited to, issuance of a deficient invoice, default in payment of taxes, inappropriate reporting in the returns filed or non-compliance of applicable laws and regulations by you, you shall indemnify Partner Site and GoAffPro against any denied credits or taxes recovered as well as any interest and penalties imposed on Partner Site and GoAffPro. If required by applicable Indian tax law, we may deduct or withhold taxes, levies or any similar amounts from the advertising fees payable to you. If you are an Indian resident, advertising fees payable to you will be subject to income tax withholding at the rate stipulated under applicable law. If you are not an Indian resident or have not provided us your PAN (Permanent Account Number), the rate of tax withholding applicable to you will vary. Further, if you are a non-resident, you agree to provide necessary documentation, as may be required, for Partner Site and GoAffPro to satisfy any reporting or any obligations with respect to the advertising fee payable to you. 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 P or any of its affiliates, and hereby waive all such claims you may now or in the future have, in respect of any taxes Partner Site and GoAffPro deposits with a relevant taxing authority pursuant to the this Operating Agreement.

9. Policies and Pricing

Customers who buy products through this Program are customers of the Partner Site with respect to all activities they undertake in connection with the Partner Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Partner Site will apply to those customers, and the same may be changed at any time.

10. Identifying Yourself as an Associate

You will not issue any press release or make any other public communication with respect to this Operating Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Operating Agreement. You must, however, clearly state the following on your site: “[Insert your name] is a participant in the GoAffPro Affiliate Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to the partner site”

11. Limited License

1. Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising Products on, and directing end users to, the Partner 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 site; 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, “GoAffPro Marks”) solely on your site and in accordance with the Affiliate Program Trademark Guidelines

2. 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 site and delete or otherwise destroy all of the Content and GoAffPro 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.

3. Associates Program IP License (“License”)

1. By accepting the Operating Agreement, or by accessing or using the Product

Advertising Content (as defined hereinafter), including the proprietary application programming interfaces and other tools (collectively, the “PA API”) that permit you to access and use certain types of data, images, text, and

other information and content relating to Products (“Product Advertising Content”) which we may make available to you, you agree to be bound by this License.

2. Subject to the terms of this License and solely for the limited purposes of participation in the Associates 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 Product Advertising Content solely on your Site; (b) use only those of the GoAffPro Marks we make available to you as part of the Product Advertising Content, solely on your Site and in accordance with the Associates Program Trademark Guidelines, unless otherwise provided for in this Operating Agreement, and (c) access and use the PA API, Data Feed, and Product Advertising Content solely in accordance with the Specifications and this License.

12. Reservation of Rights; Submissions

Other than the limited licenses expressly set forth in Section 11, we reserve all right, title and interest (including all intellectual property 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, Special Links, link formats, Content, PA API, Data Feeds, Product Advertising Content, any domain name owned or operated by us, information and materials on any Partner Site or the Associates Site, our and our affiliates’ trademarks and logos (including the GoAffPro Marks), and any other intellectual property and technology that we provide or use in connection with the Program (including any application 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 product or in connection with this Operating Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any 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 application and will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Operating Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and GoAffPro Marks and promptly remove from your site and delete or otherwise destroy all links to the Partner Site, all GoAffPro 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.

15. Modification

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 Partner Site or by sending notice of such modification to you by email to the email address then-currently associated with your Associates 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 Associates Program Advertising Fee Schedule, Associates 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 PARTNER 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, SPECIAL, 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 PARTNER SITE, THE GOAFFPRO 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 PARTNER SITE, THE GOAFFPRO SITE AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

18. Disclaimers

THE PROGRAM, THE GOAFFPRO SITE, THE PARTNER SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE PARTNER SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, GOAFFPRO.COM DOMAIN NAME AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE GOAFFPRO 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 GOAFFPRO 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 [Haryana] 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 a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.

20. Miscellaneous

You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Operating Agreement or operate sites that are similar to or compete with your site. 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 Affiliate Program Excluded Products 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 GoAffPro'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 fulfill any requirements under applicable laws. You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially 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 APPLICATION POLICY

These Mobile Guidelines (“Mobile Guidelines”) apply to your inclusion of Special Links in your Approved Mobile Application. "We," "us," or "our" means GoAffPro.com, its Partner Sites or any of its affiliates, as the case may be. "You" means the user agent for the associate account associated with the Approved Mobile Application. 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 Application:

1. must be free to download and all Referral links must be accessible without paying for access;

2. must have original content;

3. must not emulate our Partner Site own shopping app functionality (if any);

4. must not have price tracking and/or price alerting functionality, unless approved in

   advance by GoAffPro or its Partner Site in writing;

5. must not host or render Partner site's web pages in WebViews.

We may modify this Mobile Application Policy at any time and in our sole discretion by posting a change notice or revised or a revised Mobile Application Policy on the GoAffPro or the Partner Site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM. YOUR CONTINUED INCLUSION OF SPECIAL LINKS IN YOUR APPROVED MOBILE APPLICATION FOLLOWING OUR POSTING OF A CHANGE NOTICE OR A REVISED MOBILE APPLICATION POLICY ON THE PARTNER SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

We reserve the right, exercisable in its sole discretion, to take appropriate action against any use without permission or any use that does not conform to this Mobile Application Policy.

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