This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the KCEE Afﬁliate Program (the "Program"). As used in this Agreement, "we", "us", or "our" means KCEE Internet Private Limited or any of our afﬁliate; parent; or group companies and our successors and assigns, as the case may be, and "you" means the applicant. KCEE Site means, collectively, the KCEE.In website, the KCEE mobile website and the KCEE mobile applications. "Your site" means your website where you will link to the KCEE Site (and which you will identify in your Program application). Save for our obligation to pay referral fees under Section 4, which may be performed solely by us, we may cause any of our obligations under this Agreement to be fulﬁlled by any of our Afﬁliates (deﬁned below), on our behalf.
1. Enrollment in the Program
Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, you have to be 18 years or above to enroll in this Program. To begin the enrollment process, you will submit a complete Program Application via the KCEE Site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:
◦ Advertise afﬁliate links through pop-up windows / pop-unders
◦ Advertise afﬁliate links as a cashback offer (i.e. in terms of Money Transfer. You can provide reward points in the form of mobile recharge or any gift vouchers kind of thing to your customers from your side. But you need to mention clearly on your website that the Gift articles are not provided by KCEE.In . And the customer should contact only you for any queries related to those gift articles which you had provided to them,not to KCEE.In).
◦ Advertise misleading/wrong offers/deals running on KCEE
◦ Use afﬁliate links, whether directly or indirectly, on web sites offering any kind of referral program with/without payment of fees and/or sites in the nature of multi-level marketing arrangements
◦ Use afﬁliate links on illegal audio/video download sites
◦ Promote afﬁliate link or any third party links via use of paid ads on search engine result pages and social media websites by bidding on trademark of KCEE.In or any variation or misspelling of any trademark of KCEE.In .
◦ Promote pornography and sexually explicit materials
◦ Promote violence
◦ Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
◦ Promote illegal activities
◦ Include any trademark of KCEE.In , or its afﬁliates, or any variation or misspelling of any trademark of KCEE.In , or its afﬁliates, in any parent domain name -- for example, a domain name such as "KCEEauctions.net" would be unsuitable
◦ Include any trademark of KCEE.In , Inc. or its afﬁliates in any username, group name, or other identiﬁer on any social networking website
◦ Include any colour combination or layout similar or identical to KCEE.In , with the intention to deceive
◦ Use links or URLs which are not published by the KCEE Site or by KCEE Afﬁliate Program.
◦ Add products directly to the customer's cart using scripts or any tools.
◦ Are owned by or is principally maintained/operated by current employees of KCEE.
◦ Otherwise violate intellectual property rights.
2. If we determine that you have not complied with any requirement or restriction provided in the Program or any other applicable policies or that you have otherwise violated this Agreement, we may (in addition to any other rights or remedies available to us) withhold any fees payable to you under this Agreement, terminate this Agreement, or both. In addition, you hereby consent to us 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, and monitoring, crawling, and otherwise investigating your site to verify compliance with this Agreement and Program.
Self Orders / Bulk Orders
Please also note that you may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. The reason behind this
policy is that the KCEE Afﬁliate Program is an advertising program rather than a discount program. Our goal is to have our afﬁliates refer new customers to us in return for referral fees. Afﬁliates are not eligible for referral fees when they place orders themselves, or ask people they know to routinely place orders through their afﬁliate links so they can earn referral fees. If you are found in violation of these policies, then KCEE has the right to terminate your registration, as well as revoke all payments linked to your account, unless you can show that the purchases were genuine.
Paid Search Ads campaigns
For Paid Search Ads through Google AdWords campaigns or of other search engines, Afﬁliates cannot send users directly to the KCEE Site through keyword bidding or other paid search activities. However, if your Paid Search Ads, without using any KCEE trademarks or variations and misspelling of such trademarks, send users to your own website and then your website displays afﬁliate links to KCEE Site, you may earn referral fees for eligible purchases made by users who click through your Paid Search Ads to your website and then click through to the KCEE Site. You shall not include KCEE domain name (www.KCEE.In) as Display URL or Destination / Landing Page URL in the ad copies of your AdWords campaigns. Any afﬁliate found / identiﬁed by us (we have systems in place to identify) directing users / trafﬁc to KCEE Site directly through Paid Search Ads will be penalised. Non-compliance would not only lead to suspension of your afﬁliate account, but also cancellation of all pending commissions and commissions thereafter.
Paid Install (CPI) campaigns for KCEE Mobile App(s)
With respect to our Mobile App install campaigns through KCEE Afﬁliate Program, we do a rigorous data check using industry standard parameters for checking the authenticity & quality of app installs through your Afﬁliate id to keep a check on fraudulent / low quality app installs happening through unethical means. Please note that we hold the right to check the quality of installs being served by our Afﬁliates and the right to suspend/disable their Afﬁliate account or withhold payments if we observe any fraudulent stuff happening through your Afﬁliate id. Under such circumstances we hold the right to terminate/ disable your afﬁliate account and/or withhold all pending afﬁliate commissions with immediate effect without any prior notice. By participating in the Program you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our
sole discretion) to be unsuitable for the Program at a later period, we may terminate this Agreement with immediate effect including withholding all your pending commission payments, with or without notice, as may be determined in sole discretion of KCEE.In . We record the trafﬁc sent by you to KCEE Site in our logs and hold the authority to withhold your payments/disable your account in case of:
◦ Self orders or bulk orders;
◦ Prohibited paid install campaigns for KCEE Mobile App;
◦ Prohibited Paid Search Ads campaigns; or
◦ Links to the KCEE 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.
4. Links on Your Site
Once you have been notiﬁed that your site has been accepted into the Program, and subject to clause 1 of this Terms and Conditions, we grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to the KCEE Site, to provide on your site one or more of the following types of links to the KCEE Site:
You may select one or more Products to list on your site using a variety of formats that we make available to you, such as text link format, graphical link format, customisable "widget" format, or "product preview" link format. A "Product" is any product listed on the KCEE Site that is fulﬁlled by us or on our behalf, a Digital Product (deﬁned below), or any product sold by a third party seller on the KCEE Site. For each selected Product, you will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as deﬁned below) from each Product reference on your site to the corresponding KCEE Site online catalog entry. Each such link will connect directly to a single item in our online catalog. You may add or delete Products (and related links) from your site at any time without our
approval. You may not use Special Links to link to the KCEE Site from references to products on your site that are not "Products" as deﬁned above.
Search Box Link:
You may provide a KCEE Site search box on your site that will permit your site visitors to view Products that are the results of their search query within the Search Box link or view results that link directly to a page on the KCEE Site that contains the results of their search query. We will provide you with technical speciﬁcations describing how to include an KCEE Site search box on your site.
General Link to KCEE Site Home Page:
You may provide a general link on your site to the home page of the KCEE Site.
Search Results Link:
You may provide a link on your site that will link to a particular search result on the KCEE Site, the parameters of which will be determined by you based on search generating alternatives we make
available to you.
Any Page Link:
You may provide a link on your site that will link to any particular page on the KCEE Site, provided that you properly use the special link formats provided on the KCEE Site as part of the Program to create such link. We will provide you with guidelines and graphical artwork to use in linking to the KCEE Site home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and the KCEE Site (and for purposes of this Agreement, the browser window described above that opens upon a user's clicking on a Quick-Click link is deemed a part of the KCEE Site, and any Quick-Click link is deemed a link between your site and the KCEE Site). You must ensure that each of the links between your site and the KCEE Site properly utilizes such special link formats. Links to the KCEE Site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links." You will earn referral fees only with respect to activity on the KCEE Site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. You acknowledge that, by participating in the Afﬁliate Program and placing any of the above links within your site, we may receive information from or about visitors to your site or
communications between your site and those visitors. Your participation in the Program constitutes your speciﬁc and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice on the KCEE Site. Except for the license granted under this Section 2, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Special Links, link formats, technical speciﬁcations, guidelines or graphical artwork referenced above, or with respect to the KCEE.In domain names. You also acknowledge that we (and our corporate afﬁliates) may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of Special Links on your site (for example, to detect links that are broken or non-functional, links to products that are out of stock or otherwise unavailable, etc.). Therefore, you agree that we and our corporate afﬁliates may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we and our corporate afﬁliates may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring). You also acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates. Further, you acknowledge and agree that you will: (a) not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the KCEE Site; (b) ensure that any "Privacy Information" link or KCEE trademark (either in logo or text form) that we include in a Special Link is not obscured or altered in any way or made invisible, illegible or indecipherable to visitors of your site; (c) use any data, images, text, or other information obtained by you from us or the KCEE Site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement; (d) not use any Content relating to any Excluded Merchant or any product sold by any Excluded Merchant; (e) not modify or alter any Content that consists of a graphic image, other than to resize it; (f) not edit any Content that consists of text, other than to shorten its length; (g) not sell, redistribute, sublicense or transfer any Content; (h) not use any Content in a manner intended to send sales to any site other than the KCEE Site; (i) promptly delete any Content that is no longer displayed on the KCEE Site or that we notify you is no longer available for your use and (j) not use any Content, including any name or likeness embodied therein, in a manner (e.g., a closely proximate placement to unrelated third party
materials) that implies a person's or company's endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party or cause.
5. Order Processing
We will process Product orders placed by customers who follow Special Links from your site to the KCEE Site. We reserve the right to reject/ disapprove orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulﬁllment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using Special Links from your site to the KCEE Site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.
6. Referral Fees
We will pay you (in accordance with Sections 5 and 6 below) referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link on your site to the KCEE Site and during a single session, add the Product to his or her shopping cart. The session begins when the customer clicks through a Special Link on your site to the KCEE Site and ends upon the ﬁrst to occur of the following events:
◦ session based on the customer's initial click-through
◦ the customer places an order for a Product, or
◦ the customer follows a third party link to the KCEE Site that is appended with a different afﬁliate's tag, or
◦ The customer follows a link to the KCEE Site that is appended with KCEE's email campaign tag.
7. We will only pay referral fees on eligible Products after order, payment, and shipping. To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your site and the KCEE Site are properly formatted. We will not be liable for paying referral fees on purchases that are not correctly tracked and reported because the links between your site and the KCEE Site are not properly formatted. We will not, however, pay referral fees on any Products that are added to a customer's Shopping Cart after the customer has reentered the KCEE Site (other than through a Special Link from your site), as determined by us, even if the customer previously followed a
link from your site to the KCEE Site. In addition, we will not pay referral fees for any purchases made by customers referred through a Prohibited Paid Search Ad or Special Links (to the KCEE Site) that is generated or displayed in response to general Internet search queries or keywords. "Prohibited Paid Search Ad" 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 "KCEE," or any other trademark of KCEE, or variations or misspellings of any of those words (e.g., "ﬂip kart," "ﬂipcart," etc). For avoidance of doubt, the Search Box Link, which searches the KCEE Product catalog, or searches of product databases that include KCEE Products, such as shopping comparison engines, are still eligible for referral fees. You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement. In addition, you may not:
◦ directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other beneﬁt) for using Special Links on your site to access the KCEE Site (e.g., by implementing any "cashback" program for persons or entities who use Special Links on your site to access the KCEE Site);
◦ read, intercept, record, redirect, interpret, or ﬁll in the contents of any electronic form or other materials submitted to us by any person or entity;
◦ in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the KCEE Site;
◦ make any orders or subscription requests, or engage in other transactions of any kind on the KCEE Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;
◦ take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring;
◦ other than providing Special Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the KCEE Site or otherwise around or in conjunction with the display of the KCEE Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action;
◦ attempt to circumvent the referral fee schedule or artiﬁcially increase your referral fees (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on the KCEE Site (as determined by us) for the purpose of exceeding any referral fee threshold or by causing any page of the KCEE Site to open in a customer's browser other than as a result of the customer clicking on a Special Link on your site);
◦ attempt to intercept or re-direct (including, without limitation, via user-installed software) trafﬁc from or on, or divert referral fees from, any web site that participates in the Program; or
◦ seek to purchase or register any keywords, search terms or other identiﬁers that include the words "KCEE," "Flipcart", "Digiﬂip", "Flyte" or any other trademark of KCEE Internet Private Limited or its afﬁliates, or variations or misspellings thereof ("Proprietary Terms") for use in any search engine, portal, sponsored advertising service or other search or referral service.
8. From time to time we may request that you cause any applicable web search provider to exclude Proprietary Terms from keywords used to display your advertising content in association with search results, assuming the provider of such Web search engine offers such exclusion capabilities.
9. Referral Fee Schedule During each calendar month, for Qualifying Products sold during sessions initiated through Special Links on your site, you will earn (subject to the other terms of this Agreement) referral fees in accordance with the "Fee Structure" described below. Fee Structure: Subject to the other terms of this Agreement, you will earn a percentage of Qualifying Revenues (revenues derived by us from customers as a result of sales of Qualifying Product units sold during sessions initiated through Special Links on your site, excluding costs for shipping, handling, gift-wrapping, taxes separately stated and charged to the customer, service charges, rebates, credit card processing fees, returns and bad debt) set forth in the table below that corresponds to
the number of such Qualifying Product units sold during sessions initiated through Special Links on your site.
You understand and agree that we may cap your referral fees to a ﬁxed amount ("Monthly Limit") per month, at our sole discretion. In such event that your referral fees for a calendar month exceed this Monthly Limit, the amount we pay you for such calendar month shall not exceed this Monthly Limit. Further, should you have multiple registered Afﬁliate accounts (multiple afﬁds/tracking IDs) under this Program, the Monthly Limit will be the cumulative limit towards all your Afﬁliate accounts. You agree to pace your campaigns accordingly and in line with the Monthly Limit applicable to you.
This Monthly Limit to your referral fees (if any) shall be communicated to you prior to the calendar month in which such limit takes effect by way of e-mail to your registered Afﬁliate account. Similarly, any changes in the Monthly Limit shall be communicated to you from time to time by way of e-mail to your registered Afﬁliate account, prior to the calendar month in which such change in your Monthly Limit takes effect. Any such notiﬁcation received by you from us regarding the Monthly Limit to your referral fees and any changes therein, shall be read as and be a part of this Operating Agreement.
10. Referral Fee Payment We will pay you referral fees on a monthly basis for Qualifying Products shipped in the applicable month. Approximately 60 days following the end of each calendar month, based on the payment mode/ option selected by you in your Afﬁliate Account, we will either:
◦ send you payments via Electronic Funds Transfer (EFT) for the referral fees earned; or
◦ send you a KCEE gift card good for purchase of Products through the KCEE.In site, subject to our standard terms or conditions.If you select payment via KCEE.In site gift card, we will accrue and withhold referral fees until the total amount due is at least INR 2500. If you select payment via cheque, we will accrue and withhold referral fees until the total amount due is at least INR 5,000 (subject to all the necessary documents having been submitted by the afﬁliate to KCEE for processing payments through EFT) Documents required for EFT payments are as follows:
1. Scanned Copy of cancelled cheque (same Bank details as mentioned in the Afﬁliate Account). In case you do not have a cheque, you can send us the scanned copy of the ﬁrst
page of your passbook or online Bank statement. However, the IFSC code and the Bank account number should be clearly mentioned on it.
2. Scanned Copy of your/ company PAN card (same name with which you have registered for the Afﬁliate Account)
Also, if you have registered as an 'Organisation' in the afﬁliate account, the following 2 additional documents are required:
3. Scanned Copy of your Incorporation Certiﬁcate (same company name with which you have registered for the Afﬁliate Account)
4. Scanned Copy of your GST Certiﬁcate (same company name with which you have registered for the Afﬁliate Account)
◦ Please ensure that all details match with the details mentioned in your Afﬁliate Account.Document required for Gift Voucher payments are as follows: Scanned Copy of your/ company PAN card (same name with which you have registered for the Afﬁliate Account) and scanned copy of address proo
11. Please note that the referral fees will be processed as per the payment mode / details mentioned by you in your afﬁliate account ('My Account' section) as on the 1st of every month. In case you change your payment mode / details after the 1st of the month, the new payment details will be applicable from next month's payment cycle.
The referral fee payable to you is inclusive of all taxes including goods service tax or other tax or levy that you may be required to remit in connection with such services. If required by applicable Indian tax law, we may deduct or withhold income taxes from the referral fees payable to you. If you are an Indian resident, your referral fees payable to you will be subjected to income tax (5% TDS as per section 194(H) of Income Tax Act) provided documents are uploaded as per the payment mode opted. In case if there is no documents provided for EGV, referral fees would be subject to a 20% income tax (TDS) withholding. If you are not an Indian resident or have not provided us your PAN (Permanent Account Number), the rate of income tax withholding applicable to you will vary and income tax would be withheld from the referral fees accrued to you on the basis of documents submitted by you which are required as per the provisions of Income Tax of India. If we deduct or withhold income taxes from
referral fees payable to you, we will issue to you the relevant withholding tax certiﬁcate evidencing deposit of the taxes with the relevant regulatory authorities. 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 referral fees payable to you. You hereby agree that you will not pursue any claim against KCEE or any of its afﬁliates, and hereby waive all such claims you may now or in the future have, in respect of any income taxes KCEE deposits with a relevant taxing authority pursuant to the this Operating Agreement.
12. Policies and Pricing
Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, your site may only show prices when we serve the link in which those prices are displayed. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
13. Identifying Yourself as an Afﬁliate
You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. You may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or afﬁliation between us and you or any other person or entity except as expressly permitted by this Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause). Any such activity will lead to suspension of your account and/or withholding of payment of any accrued and future commissions as being in violation of this Agreement.
14. Links on Your Site
We grant you a nonexclusive, revocable right to use the graphic image and text described in Section 8 and such other text or images for which we grant express permission, solely for the purpose of identifying your
site as a Program participant and to assist in generating Product sales. You may not use such image or text in an ofﬂine promotion or other ofﬂine manner (e.g., in any printed material, mailing or other document). You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.
15. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
◦ The technical operation of your site and all related equipment
◦ Ensuring the display of Special Links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site)
◦ Creating and posting Product descriptions on your site and linking those descriptions to the KCEE Site catalog
◦ The accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials and any information you include within or associate with Special Links)
◦ Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
◦ Ensuring that materials posted on your site are not libelous or otherwise illegal
◦ We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to
the development, operation, maintenance, and contents of your site. We also advise you to strictly abide by the terms narrated in Clause 1 above of this terms and conditions and any nonobservance of the terms therein shall determine our association with immediate effect.
16. Compliance with Laws
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email and all other anti-spam laws.
17. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the KCEE Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your ﬁnal payment for a reasonable time to ensure that the correct amount is paid. Effect of Termination: Upon termination of this Agreement by either side you will cease to be an afﬁliate and shall remove all links to the KCEE site as detailed in clause 12 herein above and non-removal of links and use of all or any of our trademark, trade dress, logos and price are treated as illegal crawling and infringement of our Trademark.
We may modify any of the terms and conditions contained in this
Agreement, without prior notice at any time and in our sole discretion, by posting a change notice or a new agreement on the KCEE Site. Modiﬁcations may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules. If any modiﬁcation is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on the KCEE site will constitute binding acceptance of the change.
19. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this clause.
20. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, proﬁts, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of ﬁtness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the KCEE Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
22. Independent Investigation
You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar
to or compete with your web site. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
Any dispute relating in any way to the Program or this Agreement will be adjudicated in courts in Bangalore (Karnataka) and you hereby consent to exclusive jurisdiction and venue in those courts. 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 and may not be adequately compensated for in monetary damages.
This Agreement will be governed by the laws of the Indian Republic, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this 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 Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.