This Affiliate Program Agreement (“Affiliate Agreement”) contains the terms and conditions that govern your participation in the Affiliate Program (the “Program”). “We,” “us,” or “our” means Fasttend Online Services OPC Private Ltd. “You” or “your” means the applicant. A “site” means a website. “Fasttend Site” means the [www.fasttend.com] site. “Your site” means any site(s), any software application(s) and any Mobile Application (as defined hereinafter) that you link to the Fasttend Site.
BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AFFILIATE AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED AFFILIATE AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE FASTTEND SITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AFFILIATE AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT, INCLUDING AFFILIATE PROGRAM PARTICIPATION REQUIREMENTS. IN ADDITION, IF THIS AFFILIATE 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 AFFILIATE 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 for Qualifying Purchases (defined in Section 7) made by your end users. A “Product” is any item sold on the Fasttend Site, other than any product that is listed on this page (collectively, “Excluded Products”). Product may also include certain services, if any, expressly included on the Affiliate Program Advertising Fee 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 Fasttend Site.
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 Fasttend or its affiliates, or a variant or misspelling of a trademark of Fasttend 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 Fasttend Site that you place on your site in accordance with this Affiliate 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 Fasttend 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 Fasttend 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 Affiliate 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.
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 Affiliate Agreement (collectively, “Operational Documentation”).
You will provide us with any information that we request to verify your compliance with this Affiliate Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction described on the Affiliate Program Participation Requirements page or any other Operational Documentation or that you have otherwise violated this Affiliate Agreement, we may (in addition to any other rights or remedies available to us): (a) withhold any advertising fees payable to you under this Affiliate Agreement,; (b) close any other accounts you may have or may open in the future, without payment of any advertising fees; (c) terminate this Affiliate 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 Fasttend customer clicked through a Special Link from your site before buying a Product on the Fasttend Site) in accordance with the Fasttend.com Privacy Notice; and
- monitoring, crawling, and otherwise investigating your site to verify compliance with this Affiliate 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 Affiliate 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;
- any use that you make of the Content and the Fasttend Marks, whether or not permitted under this Affiliate 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 Affiliate Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Affiliate 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 Fasttend Site. We reserve the right to reject orders that do not comply with any requirements on the Fasttend 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 Advertising Fee Schedule. In the event any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent advertising fees payable to you under this Affiliate 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 Fasttend 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 30 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 Fasttend 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 Fasttend 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 Fasttend Site;
- any Product purchase that is not correctly tracked or reported because the links from your site to the Fasttend 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 Affiliate 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 Fasttend Site through any of the following:
- a Prohibited Paid Search Placement; or
- a link to the Fasttend 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 Fasttend Site via your Special Links).
- any Qualifying Purchase, which takes place in India, made through a mobile device or tablet wherein:
- the mobile application of the Fasttend Site is pre-loaded by the original equipment manufacturer (“OEM”) on the device or tablet; or
- the mobile application of the Fasttend 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 Fasttend Site is installed from a source other than Google Play store or iOS App Store
“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 “fasttend,” or any other trademark of Fasttend or its affiliates or variations or misspellings of any of those words (e.g., “fastend,” “fast-tend,” “fast tend”). “Redirecting Link” means a link that sends users indirectly to the Fasttend 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 INR500 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 Fasttend 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 Fasttend;
- 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 Fasttend, 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 Fasttend against any denied credits or taxes recovered as well as any interest and penalties imposed on Fasttend. If required by applicable Indian tax law, we may deduct or withhold taxes, levies or any similar amounts from the advertising fees payable to you. If you are an Indian resident, advertising fees payable to you will be subject to income tax withholding at the rate stipulated under applicable law. We will deduct or withhold taxes as per the provisions of Income Tax Act from any amounts payable to you under the Affiliate Program as mentioned above. In order to process your payment and for the purposes of tax remittance we will time to time request tax information from you. In the event of you not providing the required tax information, we reserve the right (in addition to any other rights or remedies available to us) to keep your fees in abeyance until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. If you are not an Indian resident or have not provided us your PAN (Permanent Account Number), the rate of tax withholding applicable to you will vary. Further, if you are a non-resident, you agree to provide necessary documentation, as may be required, for Fasttend 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 Fasttend or any of its affiliates, and hereby waive all such claims you may now or in the future have, in respect of any taxes Fasttend deposits with a relevant taxing authority pursuant to the this Affiliate Agreement.
Standard Program Fees
Subject to the limitations described in this Fee Statement and compliance with this Agreement, we will pay you standard fees described in the Appendix (”Standard Program Fees”). Fees are calculated as a percentage of Qualifying Revenue.
Special Program Fees or Promotions
From time to time, we may run general special programs or promotions that may provide all or some Affiliates the opportunity to earn additional or alternative fees (“Special Program Fees”). For the avoidance of doubt (and notwithstanding any time period described in this section), Fasttend reserves the right to discontinue or modify all or part of any special program or promotion at any time. Unless stated otherwise, all such special programs or promotions (even those which do not involve purchases of Products) are subject to disqualifying exclusions substantially similar to those identified in Section 2 of this Fee Statement, and any restriction under the Program Documents applicable to a Product purchase will also apply on a substantially similar basis as restrictions for special programs or promotions.
The following Special Program Fees are currently available:
(a) Bounty Events
Bounty Events are available in select countries as referenced in the “Special Program Fees”). You will earn Special Program Fees described in this Section 4(a) in connection with “Bounty Events” which occur when (1) a customer, who must be eligible for the Bounty Event as described in the “Special Program Fees”), clicks through a Special Link on your Site to a bounty-specific homepage on an Fasttend Site, and (2) during the resulting Session the customer completes the bounty action described in the “Special Program Fees”).
Fasttend will not pay Special Program Fees where a Bounty Event has been disqualified due to a violation or other abuse (for example, registrations made using invalid email addresses, use of bots or automated software, multiple Bounty Events by a single person, repetitive Bounty Events, and Bounty Events that do not result from Special Links on your Site). Fasttend will determine in its sole discretion, in each case, whether a Bounty Event has occurred or if there has been a violation or abuse.
Special Links to the bounty-specific homepages listed in the “Special Program Fees”) are permitted in connection with the corresponding bounty, notwithstanding the Affiliate Program Participation Requirements).
9. Policies and Pricing
Customers who buy products through this Program are customers of the Fasttend Site with respect to all activities they undertake in connection with the Fasttend 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 Fasttend Site will apply to those customers, and the same may be changed at any time.
10. Identifying Yourself as an Affiliate
You will not issue any press release or make any other public communication with respect to this Affiliate 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 Affiliate Agreement. You must, however, clearly state the following on your site: “[Insert your name] is a participant in the Fasttend Affiliate Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to fasttend.com.”
11. Limited License
- Subject to the terms of this Affiliate Agreement and solely for the limited purposes of advertising Products on, and directing end users to, the Fasttend 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, “Fasttend Marks”) solely on your site and in accordance with the Affiliate Program Trademark Guidelines.
- All licenses set forth in this Section 11 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Affiliate Agreement or any Operational Documentation, or otherwise upon termination of this Affiliate 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 Fasttend 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.
- Affiliate Program IP License (“License”)
- By accepting the Affiliate 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.
- Subject to the terms of this License and solely for the limited purposes of participation in the Affiliate Program in strict compliance with the Affiliate 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 Fasttend Marks we make available to you as part of the Product Advertising Content, solely on your Site and in accordance with the Affiliate Program Trademark Guidelines, unless otherwise provided for in this Affiliate Agreement, and (c) access and use the PA API, Data Feed, and Product Advertising Content solely in accordance with the Specifications and this License.You will use Product Advertising Content solely in accordance with the terms of the Affiliate Agreement and within the express scope of the license granted herein. Without limiting the foregoing, you will: (a) use Product Advertising Content solely to send end users and sales to the Fasttend Site and will not link any Product Advertising Content to, or in conjunction with any Product Advertising Content, direct traffic to any page of a site other than the Fasttend Site (however, parts of your Site that are not closely associated with the Product Advertising Content may contain links to sites other than the Fasttend Site) and (b) link each use of the Product Advertising Content solely to the related Product detail page or other relevant page of the Fasttend Site and not to any other page.The Product Advertising API or Data Feed may allow you to access data, images, text, and other information and content relating to products offered on one or more affiliate sites. If you use the PA API or Data Feed to access or use any such data, images, text, or other information or content, you agree to comply with and be bound by the terms of the applicable license agreement/ license terms for the PA API or Data Feed (or equivalent service) providing Product Advertising Content from such affiliate sites.The License will immediately and automatically terminate if at any time you do not timely comply with any obligation under the Program Documents (as defined in the Fee Schedule) or, or otherwise upon termination of this Affiliate Agreement. In addition, we may terminate the License in whole or in part upon written notice to you. You will promptly stop using the Product Advertising Content (including the PA API and Data Feed) and promptly remove from your Site and delete or otherwise destroy all of the Product Advertising Content and Fasttend Marks with respect to which the License is terminated or as we may otherwise request from time to time.
- PA API Usage Requirements.
- Description. Under this License, we may make available to you Product Advertising Content including the following:
- Data, images, audio, video, logos, user interface designs, and other creative designs; and
- Textual materials, such as textual Product information.In addition to the foregoing Product Advertising Content and access to the PA API, we may make available from time to time for use in connection with the PA API sample source code and libraries, each of which will be made available to you under a separate license that accompanies each sample source code or library, as applicable. In connection with the PA API, we may also make available specifications, user manuals, guides, supporting materials, and other information, regardless of format, describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of the PA API (collectively, “Specifications”). “Product Advertising Content,” as used in this License, specifically excludes any sample source code or libraries we make available to you under a separate license and any Specifications that we make available. It also specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the Fasttend Site.
- Obtaining Product Advertising Content. You may obtain Product Advertising Content by making calls to the PA API. If we provide express prior written approval, you may also obtain Product Advertising Content through a data feed (“Data Feed”) that we make available via file transfer protocol. To request our approval for access to Product Advertising Content through a Data Feed, contact us via this link). If you obtain Product Advertising Content through a Data Feed, your access to and use of the Data Feed is subject to this License. You acknowledge that we may change, deprecate, or republish the PA API or Data Feed, or any features of the PA API or Data Feed, at any time and from time to time, and you agree that it is your responsibility to ensure that your access to and use of the PA API or Data Feed is compatible with the then-current requirements (including this License and this Affiliate Agreement).You must use both a unique public key/private key pair (each key pair, an “Account Identifier”) and an Associates tag parameter (which can be either the Associate ID issued to you under the Program or a related Associates Program tracking ID) to identify your account and make calls to the PA API. If you obtain Product Advertising Content through a Data Feed, you must use a unique username/ password combination to access the Data Feed (“Data Feed Access ID”). You must obtain your Data Feed Access ID as part of the Data Feed approval process.We may change your Account Identifiers or Data Feed Access ID from time to time. An Account Identifier that is a private key or a Data Feed Access ID that is a password is for your personal use only, and you must maintain its secrecy and security. You may not sell, transfer, sublicense, or otherwise disclose your private key or password to any other person or entity. An Account Identifier that is a public key or a Data Feed Access ID that is a username is not secret.You are responsible for all activities that occur under your Account Identifiers and/or Data Feed Access ID, as applicable, regardless of whether those activities are undertaken by you or any other person or entity. Therefore, you should contact us immediately if you believe that someone other than you may be using your private key or password, or if your private key or password is otherwise disclosed, lost, or stolen. Use of your Account Identifiers to access or use any service offered by Fasttend Online Services is subject to the Fasttend Online Services Agreement. You may not use any Associates tag parameter, Account Identifier, or Data Feed Access ID assigned to anyone other than you or that we did not specifically assign to you.
- Usage Requirements. By making calls to the PA API, accessing the Data Feed, or using Product Advertising Content, you agree to comply with following requirements:
- You will use Product Advertising Content only in a lawful manner in accordance with and within the express scope of the terms of this License and this Affiliate Agreement. You will not use the PA API, Data Feed, or Product Advertising Content with any site or application, or in any other manner, that does not have the principal purpose of advertising and marketing the Fasttend Site and driving sales of products and services on the Fasttend Site.
- You will comply with all pages, schedules, policies, guidelines, and other documents and materials, including all Specifications, referenced in this License and the Operational Documentation.
- You will link each use of Product Advertising Content to, and only to, the relevant page of the Fasttend Site (for example, the relevant Product detail page or other page to which particular Product Advertising Content most directly relates), and you will not link any Product Advertising Content to, or in conjunction with any Product Advertising Content direct traffic to, any page of a site other than the Fasttend Site (however, parts of your application that are not closely associated with Product Advertising Content may contain links to sites other than the Fasttend Site).
- You will not, without our express prior written approval, use any Product Advertising Content or Special Link, or otherwise link to the Fasttend Site, or in connection with : (a) any client-side software application (e.g., a browser plug-in, helper object, toolbar, extension, component, or any other application executable or installable by an end user) on any device, including computers, mobile phones, tablets, or other handheld devices (other than Approved Mobile Applications); or (b) any television set-top box (e.g., digital video recorders, cable or satellite boxes, streaming video players, blu-ray players, or dvd players) or Internet-enabled television (e.g., GoogleTV, Sony Bravia, Panasonic Viera Cast, or Vizio Internet Apps)).
- You will not add to, delete from, or otherwise alter any Product Advertising Content in any way, including by adding additional information (e.g., you may not insert words into a customer review), except that you may resize Product Advertising Content consisting of a graphic image in a manner that maintains the original proportions of the image or truncate Product Advertising Content consisting of text in a manner that does not materially alter the meaning of the text or cause the text to become factually incorrect, misleading, or contrary to any law, regulation or industry guideline.
- You will promptly remove from your application and delete or otherwise destroy any Product Advertising Content that is no longer displayed on the Amazon Site or that we notify you is no longer available for your use.
- You will not include on your application, display, or otherwise use Product Advertising Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
- You will not, without our express prior written approval, access or use the Product Advertising API or Data Feed for the purpose of aggregating, analyzing, extracting, or repurposing any Product Advertising Content or in connection with any software or other application intended for use by persons or entities that offer products on the Fasttend Site.
- You will not (i) interfere, or attempt to interfere, in any manner with the functionality or proper working of the PA API; (ii) compile or use Product Advertising Content for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other advertising activities; or (iii) remove, obscure, alter, or make invisible, illegible, or indecipherable, any notice, including any notice of intellectual property or proprietary right, appearing on or contained within the PA API, Data Feed, Product Advertising Content, or Specifications.
- You will not issue any press release or make any other public communication with respect to this License or your use of the Product Advertising API, Data Feed, or Product Advertising Content. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this License.
- You will not, and will not attempt to (i) modify, alter, tamper with, repair, or otherwise create derivative works of the Specifications or any software included in Product Advertising Content; or (ii) reverse engineer, disassemble, decompile, or otherwise derive any source code of or relating to the PA API, Data Feed, or any software included in Product Advertising Content.
- You will not, without our express prior written approval, sell, resell, redistribute, sublicense, or transfer (i) any Product Advertising Content; or (ii) any application that utilizes the Product Advertising API or Data Feed or that incorporates or displays Product Advertising Content. For example, you may not use Product Advertising Content on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to Product Advertising Content to any other person or entity. If you obtain our approval to sell, resell, redistribute, sublicense, or transfer a client application that client application must comply with this License, including subsection (xiii) and the last sentence of subsection (xv) below.
- You will not store or cache Product Advertising Content consisting of an image, but you may store a link to Product Advertising Content consisting of an image for up to 24 hours. You may store other Product Advertising Content that does not consist of images for caching purposes for up to 24 hours, but if you do so you must immediately thereafter refresh and re-display the Product Advertising Content by making a call to the PA API or retrieving a new Data Feed and refreshing the Product Advertising Content on your application immediately thereafter. Unless otherwise notified by us, you may store individual Amazon Standard Identification Numbers (ASINs) for an indefinite period until the termination of this License. Notwithstanding the foregoing, if your application includes a client application, the client application may not store or cache Product Advertising Content. Upon our request you will, within three business days of our request, furnish us with a copy of any client application that includes or uses Product Advertising Content for the purpose of verifying your compliance with this License.
- You will include a date/time stamp adjacent to your display of pricing or availability information on your application if you obtain Product Advertising Content from a Data Feed, or if you call the Product Advertising API or refresh the Product Advertising Content displayed on your application less frequently than hourly. However, during the same day on which you requested and refreshed the pricing and availability information displayed on your application, you may omit the date portion of the stamp. Examples of acceptable messaging include:
- Fasttend.com Price: Rs.3500 (as of 03/06/202014:11 IST – Details)
- Fasttend.com Price: Rs.140.77 (as of 14:11 IST – More info)Additionally, you must either include the following disclaimer adjacent to the pricing or availability information or provide it via a hyperlink, popup box, scripted popup, or other similar method: “Product prices and availability are accurate as of the date/time indicated and are subject to change. Any price and availability information displayed on [relevant Amazon Site(s), as applicable] at the time of purchase will apply to the purchase of this product.” In the above examples, “Details” and “More info” would provide a method for the end user to read the disclaimer.
- You will not exceed, or if you build and release an application that calls the PA API, each copy of that application that is installed by an end user will not exceed, any limit on calls per second set forth in any Specifications (or that we otherwise notify you apply) and you will not send files to or from the PA API that are greater than 40K without our prior written approval.
- If you display Product Advertising Content consisting of text on your application, you will include the following disclaimer in plain view to end users of your application: “CERTAIN CONTENT THAT APPEARS [IN THIS APPLICATION or ON THIS SITE, as applicable] COMES FROM FASTTEND ONLINE SERVICES OPC PRIVATE LIMITED. THIS CONTENT IS PROVIDED ‘AS IS’ AND IS SUBJECT TO CHANGE OR REMOVAL AT ANY TIME.”You agree to provide us with any information that we request to verify your compliance with this License.
- In addition to any other rights available to us under applicable law, we may terminate this License if we determine that you or other persons that we determine are affiliated with you or acting in concert with you (whether in respect to any existing or previously terminated account):i. have not complied with any requirement or restriction described in this License or have otherwise violated this License; ii. have not complied with any requirement or restriction in, or otherwise violated, any license agreement governing your access and use the PA APIs provided by any of our affiliates; or iii. have not complied with any requirement or restriction in, or otherwise violated the Fasttend Online Services Customer Agreement; iv. have not complied with any requirement or restriction in, or otherwise violated, any agreements governing participation in any Affiliate Program offering provided by us or any of our affiliates.
- Description. Under this License, we may make available to you Product Advertising Content including the following:
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 Affiliate 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 Fasttend Site or the Affiliates Site, our and our affiliates’ trademarks and logos (including the Fasttend 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 Affiliate 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 Affiliate 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 Affiliate Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Affiliate Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and Fasttend Marks and promptly remove from your site and delete or otherwise destroy all links to the Fasttend Site, all Fasttend Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Affiliate 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 Affiliate 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 Affiliate Agreement, will survive the termination of this Affiliate Agreement. No termination of this Affiliate Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Affiliate Agreement prior to termination.
We may modify any of the terms and conditions contained in this Affiliate 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 Fasttend 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 AFFILIATE 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 AFFILIATE AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE FASTTEND 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 Affiliate 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 Affiliate 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 AFFILIATE AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE FASTTEND 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 AFFILIATE AGREEMENT, THE PROGRAM, THE FASTTEND SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS AFFILIATE AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
THE PROGRAM, THE FASTTEND SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE FASTTEND SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, FASTTEND.COM DOMAIN NAME AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE FASTTEND 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 FASTTEND 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 AFFILIATE AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS AFFILIATE AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
19. Governing law and Disputes
This Affiliate Agreement will be governed by the laws of the Republic of India, without regard to the principle of conflict of laws. The courts at [Cuttack] shall have the exclusive jurisdiction over any dispute relating or arising in any way from the matter under the Program or this Affiliate Agreement.
Notwithstanding anything to the contrary in this Affiliate 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.
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 Affiliate Agreement or operate sites that are similar to or compete with your site. You may not assign this Affiliate Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Affiliate 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 Affiliate Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Affiliate Agreement. In the event of any conflict between this Affiliate Agreement and the Operational Documentation, the Affiliate Program Excluded Products page will control over this Affiliate Agreement, which will control over the remainder of the Operational Documentation. Whenever used in this Affiliate 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 Affiliate 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 Affiliate Agreement that is not known to the general public is considered (“Confidential Information”). You agree that: (a) all Confidential Information will remain Fasttend’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your performance under the Affiliate 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 Affiliate 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.
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 Fasttend Online Services OPC Private Limited or any of its affiliates, as the case may be. “You” means the user agent for the Affiliate 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 Affiliate Agreement. Strict compliance with these Mobile Guidelines is required at all times, and any violation of these Mobile Guidelines will automatically terminate the Affiliate Agreement.
Your Mobile Application:
- must be free to download and all Fasttend links must be accessible without paying for access;
- must have original content;
- must not emulate Fasttend’s own shopping app functionality;
- must not have price tracking and/or price alerting functionality, unless approved in advance by Fasttend in writing;
- must not host or render Fasttend 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 Fasttend 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 FASTTEND 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.