UPROSA Affiliate Agreement

This UPROSA Affiliate Agreement (this "Agreement") is made and entered into by and between UPROSA Ltd., an England and Wales registered company ("UPROSA" or "we"), and you ("Affiliate" or "you"). If you are entering into this Agreement on behalf of a company or other entity, you represent that you are the employee or agent of such company (or other entity) and you have the authority to enter into this Agreement on behalf of such company (or other entity). This Agreement will begin upon acceptance as described below ("Effective Date"). By participating in the Affiliate Program (defined below), you agree to comply with the UPROSA Terms of Use (currently available at http://uprosa.com/pages/terms-and-conditions-of-image-submission and http://uprosa.com/pages/terms-of-service) and the Affiliate Guidelines (defined below), both of which are incorporated herein by reference.

By clicking on the "Submit" or similar button (or by accepting this Agreement through such other means which we may make available), you represent and warrant that you are at least 18 years of age as of the Effective Date, and you acknowledge that you have read, understood and agree to be bound by all of the terms and conditions set forth below.

RECITALS


WHEREAS , UPROSA is in the business of operating a website located at www.uprosa.com that allows its members to upload and offer images and other artistic creations for sale as a variety of products (the "UPROSA Website");


WHEREAS , Affiliate owns and operates, or has the right to place the Affiliate Link on, one or more websites or other distribution platforms (including but not limited to electronic mail and downloadable applications) ("Affiliate Website");


WHEREAS , Affiliate wishes to direct users of the Affiliate Website ("Affiliate Customers") to the UPROSA Website using a unique URL provided by UPROSA ("Affiliate Link"); and


WHEREAS , the parties wish for the Affiliate to receive compensation for certain purchases made by Affiliate Customers via the UPROSA Website ("Affiliate Program").


NOW THEREFORE , in consideration of the promises and the mutual covenants, agreements and warranties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

  1. Definitions

    1.1. "Affiliate Marks" means Affiliate's trade names, trademarks, service marks, trade dress, logos, other branding elements, and any and all other intellectual property and intangible assets used by Affiliate in identifying its business.


    1.2. "UPROSA Products" means the products and services available for purchase through the UPROSA Website as described in the Affiliate guidelines on the UPROSA Website, as may be updated from time to time (the "Affiliate Guidelines").


    1.3. "UPROSA Marks" means UPROSA's trade names, trademarks, service marks, trade dress, logos, other branding elements, and any and all other intellectual property used by UPROSA in identifying its business.


    1.4. "Net Revenue" means the total revenue received on an order excluding shipping, packaging, handling and gift-wrapping fees, taxes, service charges, rebates, credit card processing fees, discounts, returns, chargebacks, third-party fees, and bad debt.


    1.5. "Qualifying Purchase" means any order (other than from Affiliate's own UPROSA "shop," as further described in the Affiliate Guidelines) on which UPROSA has received and processed payment in connection with an Affiliate's Valid Referrals, as described further in Section 3 below.

    1. Eligibility. To participate in the Affiliate Program, you must be a registered member of UPROSA. Wholesale partners are not eligible to participate in the Affiliate Program. Only residents of the following EU countries are eligible to participate in the Affiliate Programme: Austria, Belgium, Denmark, Finland, France, Germany, Italy, Netherlands, Norway, Spain, Sweden, Switzerland, United Kingdom ("Eligible Countries"). In addition, if at any time following your enrolment in the Affiliate Programme you no longer become a resident of one of the Eligible Countries, you will become ineligible to participate in the Affiliate Program, and this Agreement will automatically terminate on the date you leave residency of the Eligible Countries. In addition, you must promptly notify us in writing of your residency in non Eligible Countries.

    2. Commission. As a participant in UPROSA's Affiliate Programme, Affiliate will be entitled to receive a commission on new customer acquisition from Qualifying Purchases made by Affiliate Customers that Affiliate refers directly to the UPROSA Website through the Affiliate Link or using the Affiliate Discount in compliance with the terms hereunder, provided we can track such referrals and there is no intervening referral from another participating affiliate preceding the applicable Qualifying Purchase, and subject to any cookie expiration or deletion, or other referral limitations (e.g., time-based, minimum accruals) set forth in the Affiliate Guidelines ("Valid Referrals"). The applicable commission, and any limits applicable thereto, will be set forth in the Affiliate Guidelines, or as otherwise agreed between you and us (including via email), and are subject to change from time to time in our discretion. Unless otherwise set forth in the Affiliate Guidelines, commissions normally will be computed within approximately sixty days following the full calendar month after the Qualifying Purchase was completed, and paid via the PayPal account you provide upon signup (or such other payment method made available by us). Any returns, refunds, chargebacks, and fraudulent payments of Qualifying Purchases will be deducted or withheld from Affiliate's commission payment, or offset against future commission payments. No commissions will be due on any Qualifying Purchase: (i) generated through, or otherwise associated with, a violation of this Agreement; (ii) resulting from fraudulent, incentivized or repetitive clicks, impressions or other actions, including leads, clicks, impressions or other traffic generated through the use of robots or other automated query tools, computer generated search requests, or other automated, deceptive or invalid means, including through repeated manual clicks or the use of unauthorized search engine optimization services and/or software; (iii) that is not correctly tracked or reported because the Affiliate Link was not properly formatted; (iv) purchased for resale or commercial use of any kind; (v) purchased after suspension or termination of your participation in the Affiliate Program; or (vi) that is cancelled or returned. We reserve the right to delay payment if we suspect Qualifying Purchases meeting the foregoing criteria for non-payment. Our measurements are the definitive measurements under the Agreement and will be used to calculate any payments due under the Agreement. You acknowledge that reporting of Qualifying Purchases and commissions may be delayed, inaccurate or otherwise subject to change, and adjustments may be made on a case-by-case basis after initial reporting. In the event adjustments are made following payment for the applicable commission, we may offset future payments, or elect to receive a refund, in the amount paid for commissions subject to the adjustments. Any disputes about commissions must be submitted to us in writing within ninety days of the date you earned such commissions; otherwise, you waive such dispute and our determination will be final and not subject to challenge. 

    3. Inactive Accounts. If we close your account but are unable to refund any remaining balance using your contact information on file with us, we will dispose of the balance pursuant to the Agreement and our policies and procedures. If we request tax information from you and you do not provide it to us, we may (in addition to any other rights or remedies available to us) withhold your commissions until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. 

    1. License:

    (a) We grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to display the Affiliate Link on the Affiliate Website (provided you comply with the first sentence of Section 8 below), solely in accordance with the terms of this Agreement. The Affiliate Link may only be modified and/or expanded with our prior written consent. Additionally, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use certain UPROSA Marks as set forth in the Affiliate Guidelines for the sole purpose of promoting UPROSA Products on the Affiliate Website. You will not use any other UPROSA Marks or UPROSA intellectual property without our prior written consent, and you will not modify any graphic image or text from the UPROSA Website. From time to time, we may ask you to modify or exclude any UPROSA Mark or other UPROSA content from the Affiliate Website and you will use commercially reasonable efforts to promptly accommodate the request.

    (b) You grant us a non-exclusive license to utilize Affiliate Marks, at our discretion, for the purpose of advertising, marketing and promoting the Affiliate Program (including your participation therein), the UPROSA Website and UPROSA Products. You represent and warrant that: (i) you have all necessary rights to participate in the Affiliate Program as described in this Agreement and to use and license Affiliate Marks; and (ii) the Affiliate Marks and Affiliate Website will not violate any applicable laws or third-party rights, including but not limited to any right of privacy, publicity, trade secrets, patents, copyrights or trademarks under the laws of any governmental authority, domestic or foreign, or any other right of any third party.

    1. Reservation of Rights; Submissions. Other than the limited license(s) expressly set forth in this Agreement, we reserve all proprietary rights to the Affiliate Program, UPROSA Marks, UPROSA Website, Affiliate Link, and any other UPROSA content. If you provide us with suggestions, reviews, data, images, text, or other information or content in connection with the Affiliate Program (collectively, your "Submission"), you hereby 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, transferable right and license to (a) use, exploit, reproduce, perform, display, and distribute your Submission in any manner via any medium; (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: (i) your Submission is your original work, or you obtained your Submission in a lawful manner; and (ii) 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. We reserve the right to modify, suspend or discontinue offering the Affiliate Program or any part thereof. We may in our discretion provide free incentives, credits and/or discounts, including in connection with contests, promotions, or donations.

    2. Affiliate Obligations: In performing under this Agreement, you will:

    (a) comply with all applicable laws, ordinances, rules, regulations, orders, licenses, third-party rights, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws (federal, state or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003);

    (b) not use UPROSA Marks or include any link to the UPROSA Website (including the Affiliate Link) in any form of unsolicited communication, including but not limited to unsolicited email (spam);

    (c) not use UPROSA Marks, the UPROSA Website, Affiliate Link or any other UPROSA content except as expressly authorized herein or in advance by us in writing;

    (d) not create, publish, distribute or permit any advertising off the Affiliate Website (including but not limited to search engine marketing) in reference to UPROSA Marks or UPROSA Products, except as may have been otherwise agreed in writing between you and us;

    (e) adhere to the following online advertising policy with respect to driving traffic to the Affiliate Website:

    1. You will not bid on keywords associated with UPROSA Marks (e.g., "UPROSA"), including but not limited to any variations, misspellings, combinations, and/or lower case variants of such keywords with or without the "www" prefix or ".com" suffix;
    2. You will not use UPROSA Marks in your ad, suggest in any manner that your ad is associated with or sponsored by us, or reference any pricing, discount or promotion associated with any UPROSA Product, unless pre-approved by us in writing;
    3. You will not use links in your ads that redirect the user to the UPROSA Website, unless pre-approved by us in writing;
    4. You will not use UPROSA.com (or any variations or subdomains thereof) for any display or destination URL associated with your ad;
    5. Your ads will not be misleading in any manner;

    (f) not provide incentivized traffic, where offers with incentives or the appearance of incentives are used to generate leads to the UPROSA Website;

    (g) not include the Affiliate Link in, or otherwise promote UPROSA Products: (i) adjacent to any content (1) that promotes or contains libellous or defamatory materials, false or deceptive materials, hate speech, pornography or sexually explicit materials, violence, the use of firearms, prescription drugs, alcohol or tobacco, or discrimination of a protected group (whether based on race, colour, sex, religion, nationality, disability, sexual orientation, age or similar category), (2) associated with any illegal activity (including gambling and trafficking or use of illegal substances), (3) that contains obscene language, violates any intellectual property rights, is invasive of another's privacy or other third-party rights, is threatening, abusive or harassing, or falls within any other prohibited categories stated on the applicable IO; (ii) adjacent to any other content or subject matter specified by us to you with at least 48 hours prior written notice; (iii) on any Affiliate Website designated by us; (iv) on any Affiliate Website directed toward children under 13 years of age; (v) on any Affiliate Website or that contains, links to, uses or otherwise transmits or causes the downloading of any malware, viruses, worms, Trojan horses, adware, spyware, or other harmful code or programs for any purpose, including search hijacking or browser URL hijacking to drive traffic to such Affiliate Website; (vi) on any Affiliate Website that uses BOTNET or other automated or manual means of generating fraudulent traffic, clicks, impressions or other actions; (vii) on any Affiliate Website that promotes, facilitates or enables the illegal downloading of videos, music and other copyrighted material, (e.g., P2P/BitTorrent/MP3 tracking and indexing apps, "linking" or "leeching" apps, ROMs, "warez," emulators, hacks, "phreaks," "cracks," or ripping software for illegally circumventing DRM or other copy protection devices); (viii) on or within any pop-up or pop-under windows, iframes or masked URLs; and (ix) on or within any downloadable applications that do not comply with the standards set forth in the Truste Trusted Download Program Requirements currently at http://www.truste.com/window.php?url=http://download.truste.com/TVarsTf=0T4VQQWQ-275 ;

    (h) use the Affiliate Link, and any other platforms, applications, software, code, tracking tags, credentials or other materials made available by us in connection with the Affiliate Program (collectively the "Application"), only as instructed by us and will not (and will not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms; (ii) modify, translate, or create derivative works of the Application; (iii) install, sublicense, rent, lease, distribute, sell, resell, assign, or otherwise transfer, permit or facilitate access and use of the Application to any third party, except as may be expressly authorized by us in writing; (iv) remove any proprietary notices, trademarks, or labels contained on or within the Application or any graphical representation thereof; or (v) interfere or attempt to interfere with the proper working of the Application or otherwise introduce harmful or malicious code to the Application.

    (i) not register or use any domain names containing "UPROSA" or any other UPROSA trademark, or any string that in our judgment is confusingly similar to any UPROSA trademark. 

    We will not pay commissions on any transactions associated with a violation of this Agreement, including but not limited to any violation of the Affiliate obligations set forth in this Section 7. Failure to follow any of the obligations in this Agreement may result in a written warning, the withholding of commissions earned hereunder, or the immediate suspension or termination of your participation in the Affiliate Program, in our sole discretion. You are responsible for the activities of your employees, agents, contractors and partners in connection with your participation in the Affiliate Program, and any violations thereof by any of them will constitute a violation by you.

    1. Your Site and Information. You represent, warrant and covenant that you own and operate, or have the right to place the Affiliate Link on, the Affiliate Website(s). We are not responsible for any aspect of any Affiliate Website(s) or any third-party website or distribution platform. You will ensure that all information associated with your Affiliate Program account (e.g., email address, contact and payment method information) is, and will be updated to remain, complete, accurate, and up-to-date, and you authorize us to update (in our discretion) your payment method information with data we obtain from your financial institution or payment processor. We may send notifications (if any), approvals (if any), and other communications relating to the Affiliate Program and this Agreement to the email address then-currently associated with your Affiliate 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. You are responsible for and must pay all expenses which are incidental to your participation in the Affiliate Program, including, but not limited to, compensation of your vendors, partners, employees and contractors; costs of developing, accessing, maintaining, promoting and operating the Affiliate Website; programming costs; and creating, producing, revising or distributing any marketing materials. You assume sole responsibility for any debts or liabilities that may be incurred by you in operating your business and fulfilling the terms of this Agreement.

    2. Independent Business. You and we are independent contractors. Nothing in this Agreement will create any employment, franchise, sales representative, or agency relationship between you and us. Neither party will have the authority to enter into contracts, assume or create any liability or make agreements of any nature whatsoever for, in the name of, or on behalf of, the other party. You will not issue any press release with respect to this Agreement or your participation in the Affiliate Program. You will not misrepresent or embellish the relationship between us and you. Any Affiliate Customer that follows the Affiliate Link from the Affiliate Website to the UPROSA Website, upon arrival and use of the UPROSA Website, will be deemed to be a customer of UPROSA. Accordingly, we will be responsible for all aspects of order processing and fulfilment of the UPROSA Products. UPROSA rules, prices, policies and operating procedures will apply to all sales of UPROSA Products, including but not limited to Qualifying Purchases, and we may change them at any time in our discretion. We also expressly reserve the right to reject any order, in our discretion. Each party will be responsible for any taxes it incurs in connection with the transactions contemplated under this Agreement, and any such taxes will be the financial responsibility of the party obligated to pay those taxes as determined by applicable law.

    3. Term and Termination. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination, and we may suspend, limit or modify your participation in the Affiliate Program or part thereof without notice. Notice by e-mail, to the address associated with your Affiliate Program account, is considered sufficient notice for us to terminate this Agreement. If this Agreement is terminated because you have violated the terms of this Agreement, you are not eligible to receive any commission payments, even for commissions earned prior to the date of termination. If this Agreement is terminated for any other reason, you are only eligible to earn commissions on Qualifying Purchases occurring during the term of the Agreement, and commissions earned through the date of termination will remain payable only if the related Qualifying Purchases are not cancelled or returned. We reserve the right to withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon any termination of this Agreement, any and all licenses hereunder will automatically terminate and you will immediately stop using the Affiliate Link and UPROSA Marks and promptly remove from all Affiliate Website(s) any content or materials provided or made available by or on behalf of us to you under this Agreement or otherwise in connection with the Affiliate Program. Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement (e.g., confidentiality, indemnification, limitation of liability, miscellaneous, etc.) will survive termination of this Agreement to the extent that and as long as is necessary to preserve a party's rights under this Agreement that accrued prior to termination.

    4. Modification. We may modify any of the terms and conditions contained in this Agreement (and any Affiliate Guidelines) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Affiliate Guidelines on the UPROSA Website or by sending notice of such modification to you by email to the email address then-currently associated with your Affiliate Program account (any such change by email will be effective on the date specified in such email). Modifications may include, for example, changes to the payment schedule, commission rates, qualifications and limitations, participation requirements, payment procedures, and other Affiliate Program requirements or processes. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED AFFILIATE GUIDELINES ON THE UPROSA WEBSITE, OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

    5. Confidentiality. "Confidential Information" means all non-public information of a Party, in whatever form, written or verbal, pertaining to the business of such Party, including without limitation documentation and materials that the Party disclosing such information (the "Disclosing Party") designates as being confidential when disclosing such information to the other party (the "Receiving Party"), or which, under the circumstances of disclosure, ought to be treated as confidential by the Receiving Party, and shall include any such information relating to the Disclosing Party's parent, subsidiaries, and affiliates. For the avoidance of doubt, any modifications to this Agreement or the Affiliate Guidelines made specifically with respect to your participation in the Affiliate Program are our Confidential Information. Confidential Information does not include information or data which is: (i) known to the Receiving Party prior to its receipt from the Disclosing Party without a limitation or obligation of confidentiality under another agreement; (ii) independently developed by the Receiving Party without use of any Confidential Information; (iii) in the public domain at the time the Receiving Party seeks to disclose or make use of it, other than as a result of disclosure by the Receiving Party; or (iv) received by the Receiving Party from a third party with a legal or contractual right to disclose such information or data. The Receiving Party agrees that it shall not use or disclose the Confidential Information of the Disclosing Party except in connection with the exercise of its rights or the performance of its obligations hereunder. The Receiving Party agrees not to disclose Confidential Information of the Disclosing Party to any person other than its employees, agents or independent contractors who have a need to know the same in connection with performance of this Agreement, and who are under obligations of confidentiality substantially similar to this Section. The Receiving Party agrees it shall protect the confidentiality of the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in any case with not less than reasonable care. All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed by the Receiving Party promptly following the termination of this Agreement (excluding Confidential Information that may be retained in the Receiving Party's backup servers). Notwithstanding the foregoing, the Receiving Party shall not be in violation of this Section with regard to a disclosure of Confidential Information by the Receiving Party that is required to be disclosed pursuant to a valid order by a court or other governmental body or by applicable law or by the rules of any nationally recognized stock exchange.

    6. 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 AGREEMENT, THE AFFILIATE PROGRAM, AFFILIATE GUIDELINES, THE UPROSA WEBSITE, THE UPROSA PRODUCTS, OR THE AFFILIATE LINK, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL OUTSTANDING COMMISSIONS PAYABLE TO YOU UNDER THIS AGREEMENT AS OF THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

    7. Disclaimers. THE AFFILIATE PROGRAM, THE UPROSA WEBSITE, THE UPROSA PRODUCTS, AFFILIATE LINK, AFFILIATE GUIDELINES, UPROSA MARKS, AND ALL TECHNOLOGY, SOFTWARE, FEATURES, 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 AFFILIATE PROGRAM (COLLECTIVELY THE "AFFILIATE PROGRAM 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 AFFILIATE PROGRAM OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE AFFILIATE PROGRAM 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 AFFILIATE PROGRAM OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY AFFILIATE PROGRAM OFFERING, AT ANY TIME IN OUR DISCRETION. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE AFFILIATE PROGRAM 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, ANY AFFILIATE 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 AFFILIATE PROGRAM OR THE UPROSA WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS 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 AGREEMENT OR YOUR PARTICIPATION IN THE AFFILIATE PROGRAM, OR (Z) ANY TERMINATION OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE AFFILIATE PROGRAM.

    8. Indemnification. You agree to defend, indemnify and hold harmless UPROSA and its affiliates, directors, officers, employees and agents (each, an "Indemnified Party") against any loss, liability, damage or expense arising out of or related to any claim, expense, loss, action, proceeding, demand, settlement, or judgment arising out of or in connection with: (a) your breach of this Agreement or Affiliate Guidelines; (b) your violation of applicable law or third-party rights; (c) your participation in the Affiliate Program and all activities hereunder associated with your Affiliate Program account; (d) the Affiliate Website(s) or any content or materials that appear on or within the Affiliate Website(s); (e) the Affiliate Marks and our use thereof pursuant to this Agreement; (f) any advertising or marketing by you to drive traffic to the Affiliate Website(s) or UPROSA Website; (g) your negligence or misconduct; and (h) any claim that we are obligated to pay any taxes in connection with any payment made to you pursuant to this Agreement ((a)-(h) collectively, "Claims"). Should any Claim give rise to a duty of indemnification under this section, the Indemnified Party shall promptly notify you and will cooperate with you at your expense in the defence of such Claim. The Indemnified Party will be entitled, at its own expense, to participate in the defence of such Claim. Should any Claim give rise to a duty of indemnification, you are obligated to participate in the defence of such Claim if requested to do so by the Indemnified Party. Participation in the defence shall not waive or reduce any of your obligations to indemnify or hold the Indemnified Party harmless. You will not acquiesce to any judgment or settle any Claim without the Indemnified Party's prior written consent, and you will indemnify for any reasonable attorneys' fees or other costs incurred by an Indemnified Party in investigating or enforcing this section.
    9. Disputes. Any dispute relating in any way to the Affiliate Program or this Agreement will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law and the laws of the state of California, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to us, 61 Summertown House, 369 Banbury Road, Oxford, OX2 7QZ, United Kingdom. The arbitration will be conducted by the London Court of International Arbitration (“LCIA”) under its rules. The LCIA's rules are currently available at http://www.lcia.org/. Payment of all filing, administration and arbitrator fees will be governed by the LCIA's rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live (unless you live outside the United Kingdom, in which case the arbitration must be conducted in London) or at another mutually-agreed location. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.

    10. Miscellaneous. The Agreement constitutes the entire agreement and understanding between you and us regarding the subject matter contained herein and supersedes all proposals, representations, claims, and communications in all forms of media (including all instructions, advertisements, messages, and policies), written and oral, regarding the subject matter contained herein. No terms or conditions other than those set forth in this Agreement, the UPROSA Terms of Service, and Affiliate Guidelines will be binding on us unless expressly agreed to in writing by us. If there is a conflict between this Agreement, the UPROSA Terms of Service, and any Affiliate Guidelines, the conflict will be resolved according to the following order of precedence: (1) this Agreement, (2) the UPROSA Terms of Service, and (3) Affiliate Guidelines. Notwithstanding the foregoing, the Affiliate Guidelines may amend this Agreement only if the amended terms contained in such Affiliate Guidelines specifically identify the provision(s) of this Agreement they amend. Only a written instrument specifically waiving compliance that is executed by whichever of you or us is entitled to waive such compliance may waive any term(s) and/or condition(s) of the Agreement. No waiver by you or us of a breach of any provision hereof will be deemed a waiver of any other breach of such provision or a waiver of the provision. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity will not affect the remainder of the Agreement, and the invalid or unenforceable provision will be replaced by a valid provision that has a similar economic effect. Neither we nor you will have any liability under the Agreement by reason of any failure or delay in the performance of our or your obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet and/or electrical outages, computer viruses, acts of God, war, governmental action, or any cause that is beyond our or your reasonable control. You may not assign, sublicense, or transfer the Agreement or any right or duty under the Agreement. Any assignment, transfer, or attempted assignment or transfer in violation hereof will be void and of no force or effect. We and our subsequent assignees may assign, delegate, sublicense, or otherwise transfer from time to time the Agreement, or the rights or obligations hereunder, in whole or in part, to any person or entity such as to our affiliate(s). The Affiliate Program and UPROSA Website are proprietary to us and are protected by the applicable state, federal, and international intellectual property laws and we retain all rights, title, and interests in the Affiliate Program and UPROSA Website, together with all derivative works, modifications, enhancements, and upgrades. Any rights not expressly granted in the Agreement are reserved by you or us, as applicable, and all implied licenses are disclaimed. As used in the Agreement, the word "including" is a term of enlargement meaning "including without limitation" and does not denote exclusivity, and the words "will," "shall," and "must" are deemed to be equivalent and denote a mandatory obligation or prohibition, as applicable. We may give notices to you by posting on the applicable UPROSA Website, or by email to the address associated with your Affiliate Program account. You must ensure that your contact and account information is current and correct, and promptly notify us in writing of any changes to such information. You will send all notices to us via recognized overnight courier or certified mail, return receipt requested, to: UPROSA, Attn: Legal Department, 61 Summertown House, 369 Banbury Road, Oxford, OX2 7QZ, United Kingdom.

    Last updated: June 11, 2015

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