Affiliate Program Operating Agreement
Last updated: 10th October 2022
This Affiliate Program Operating Agreement (“Operating Agreement”) contains the terms and conditions that govern your participation in the Affiliate Program (the “Program”). “We,” “us,” or “our” means REDOXBOX and Partner(s) Website(s). “You” or “your” means the applicant. A “site” means a website. An “SM Account” or “SMA” means any Social Media Account such as, but not limited to, Instagram (IG), TikTok (Tk), Facebook (FB), Pinterest (PT), Snapchat (Snap), Youtube (YT), WeChat (WC), etc. “Our Site” means RedoxBox’s e-commerce/retail site and subsites (https://associates.redoxbox.com and https://redoxbox.com) using the affiliate tracking software of our choosing (Goaffpro.com currently). “Your site” means any site(s), any software application(s), and any Mobile Application (as defined from now on) that you link to the partner site. "Promotional Fees" means commissions earned for a successful and verified product sale on the Our Site by a customer using your referral link.
BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER WEBSITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY OUTLINED IN THIS OPERATING AGREEMENT; AND (C) NOW REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS OF THIS NATURE (E.G., YOU ARE NOT A MINOR, OR HAVE THE NECESSARY WORK PERMIT TO RECEIVE COMMISSIONS UNDER THE LAW OF YOUR COUNTRY OF FISCAL RESIDENCE) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT THEY ARE AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.
Section 1 - Description of the Program
The Program's purpose is to permit you to Promote Products both online and offline and earn promotional fees OR commissions for Qualifying Purchases (defined in Section 7) made by your end users. A “Product” is any item sold on Our Website other than any products that are explicitly defined as excluded products here (collectively, “Excluded Products”). Product may also include certain services, if any, expressly had on the Affiliate Program Commissions Schedule. To facilitate your advertisement of Products, we may, at our sole discretion, make available to you data, images, text, link formats, widgets, links, other linking tools, and other information in connection with the Program ("Content"). Content expressly excludes any data, images, text, or additional information or content relating to products offered on any site other than Our Site.
Section 2 - Enrolment
To begin enrolment, you must submit a complete, accurate, and truthful Program application. In your application, you must identify your professional career/certification and at least one Social Media Handle or Website you currently operate. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application at our sole discretion, including if we determine that your site or social media accounts are unsuitable. Unsuitable sites/SMA accounts include those that:
- promote or contain links to what RedoxBox may classify, at its sole discretion, as Competitors or Competing Products.
- promote or contain sexually explicit materials.
- promote violence or contain violent materials.
- promote or contain libelous materials.
- promote discrimination, or employ discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation, or age.
- promote or undertake illegal activities.
- include any trademark of RedoxBox, its Partner Sites, or its affiliates, or a variant or misspelling of a brand of RedoxBox, its Partner Sites, or its affiliates, in any domain name, subdomain name, or any username, group name, or another identifier on any social networking site; or
- otherwise violate intellectual property rights.
If we reject your application, you are welcome to reapply anytime. However, if we accept your application and later determine that your site is unsuitable, we may terminate this Operating Agreement at any time at 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 always 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 (until you notify us, and we acknowledge receipt, of a replacement e-mail address for notifications)
Section 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 or Social Media account(s). “Special Links” are links to Our Site that you place on your site or SMA per this Operating Agreement, that properly utilize the special “tagged” link formats we provide, and that comply with the Affiliate Program Linking Requirements Special Links permit accurate tracking, reporting, and accrual of promotional fees.
You may earn promotional fees only as described in Section 7 and only concerning activity on the Our Site occurring directly through Special Links or Assigned Coupons. We will have no obligation to pay you promotional fees if you fail to properly format the links on your site or SMA to the Our Site as Special Links, including to the extent that such failure may result in any reduction of promotional fee amounts that would otherwise be paid to you under this Operating Agreement.
Suppose 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”). In that case, 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. Accepted Mobile Application will be an "Approved Mobile Application" for this Agreement.
Special Links displayed in Approved Mobile Applications may be served by the Affiliate API or Partner API (“Affiliate API”) or the Product Promotional API, including any Special Links displayed within an integrated web browser. They must use the Affiliate ID we have assigned to you expressly for your Approved Mobile Applications.
Section 4 - Program Requirements
By participating in the Program, you agree to comply with the Affiliate Program Participation Requirements and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Operating Agreement (collectively, “Operational Documentation”).
You will provide us with any information we request to verify your compliance with this Operating Agreement or any Operational Documentation. Suppose we determine that you have not complied with any requirement or restriction described on the Associate’s Program Participation Requirements page or any other Operational Documentation or that you have otherwise violated this Operating Agreement. In that case, we may (in addition to any other rights or remedies available to us): (a) withhold any promotional fees payable to you under this Operating Agreement; (b) close any other accounts you may have or may open in the future, without payment of any promotional fees; (c) terminate this Operating Agreement, or (d) undertake all the above actions. In addition, you hereby consent to us:
- sending you emails relating to the Program from time to time.
- monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links (e.g., that a particular customer clicked through a Special Link from your site before buying a Product on the Partner Site) following the Privacy Notice; and
- monitoring, crawling and otherwise investigating your site to verify compliance with this Operating Agreement and the Operational Documentation.
Section 5 - Responsibility for Your Site or social media Accounts
You will be solely responsible for your site and SMA, including its development, operation, and maintenance, and all materials that appear on or within it. For example, you will be solely responsible for the following:
- the technical operation of your site or SMA and all related equipment.
- displaying Special Links and Content on your site or SMA in compliance with this Operating Agreement and the Operational Documentation and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site).
- creating and posting and ensuring that none of the materials posted on your site or SMA (including all Product descriptions and other Product-related materials and any information you include within or associate with Special Links) make or can be construed as health-related claims or medical advice as per our General Terms of Service, section 3.1.
Any violation of the terms laid in this section will terminate this Affiliation agreement immediately at RedoxBox’s sole discretion. You will immediately stop using all the Content and RedoxBox Marks and promptly remove them from your site and delete or otherwise destroy all links to the Our Site, all RedoxBox Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program.
- creating and posting, and ensuring the accuracy, completeness, and appropriateness of materials posted on your site or SMA (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 or SMA, and the materials on or within your site or SMA in a manner that is not harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libelous, or otherwise in any damaging or illegal manner whatsoever.
- any use you make of the Content and RedoxBox’s trademarks and Copyrighted Brands, whether or not permitted under this Operating Agreement. Notwithstanding the preceding, the Member may not use or use REDOXBOX content or trademarks without the prior authorization of REDOXBOX and always under its supervision.
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 or SMA including the combination of your site and SMA or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, promotional, promotion, or marketing of your site or SM Account(s) or any materials that appear on or within your site or SMA, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Operating Agreement, any Operational Documentation, or applicable law; (d) your violation of any term or condition of this Operating Agreement or any Operational Documentation; or (e) your or your employees' negligence or wilful misconduct.
Section 6 - Order Processing
We will process Product orders placed by customers who follow Special Links from your site or SMA to the Our Site. We reserve the right to reject orders that do not comply with any requirements on Our Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 7) for reporting and promotional fee accrual purposes and will make reports summarizing those Qualifying Purchases available to you.
Section 7 - Promoting Fees
We will pay you Promoting fees on Qualifying Purchases per Section 8 and the Affiliate Program Commissions Schedule. Suppose any excess payment has been made to you for any reason whatsoever. In that case, we reserve the right to adjust or offset the same against any subsequent promotion fees payable to you under this Operating Agreement. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your site to Our Site; (b) during a single Session that the customer adds a Product to their shopping cart and places the order for that Product no later than 89 days following the customer’s initial click-through; or (c) the Product is shipped to, and paid for by, the customer.
A “Session” begins when a customer clicks through a Special Link on your site or SMA to Our Site and ends upon the first to occur of the following: (x) 24 hours elapse from that click; (y) the customer places an order for a Product; or (z) the customer follows a Special Link to the Partner Site that is not your Special Link.
Qualifying Purchases exclude, and we will not pay promotional fees on any of, the following:
- any Product that, after expiration of the applicable Session, is added to a customer’s Shopping Cart, even if the customer previously followed a Special Link from your site to the Partner Site.
- any Product purchase that is not correctly tracked or reported because the links from your site to Our 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 use, and orders placed by you for or on behalf of any other person or entity).
- any Product purchased for resale or commercial use of any kind.
- any Product purchased after termination of this Operating Agreement.
- any Product order where a cancellation, return, or refund has been initiated; and
- any Product purchased by a customer who is referred to the Partner Site through any of the following:
- a Prohibited Paid Search Placement; or
- a link to Our 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, a donation to a charity or other organization, or another benefit) for using Special Links (e.g., by implementing any “rewards” or loyalty program that incentivizes persons or entities to visit the Partner Site via your Special Links).
- any Product purchased through a Special Link in a Mobile Application that was not an Approved Mobile Application or where the AMA API did not serve the Special Link in an Approved Mobile Application, Product Promotional API, or other linking tools we make available to you.
- Pay-Per-Click promotional is strictly prohibited.
- any Qualifying purchase wherein the affiliate has posted links or their coupon code on the "coupon website" is strictly prohibited. For a definition of a coupon, website see below
- Posting coupon offers on your website with "reveal the coupon code" or a similar phrase that stimulates visitors to click to reveal a coupon code and go to the Partner's site is prohibited.
- the mobile application of Our Site is pre-loaded by the original equipment manufacturer ("OEM") on the device or tablet; or
- the mobile application of the Partner Site is installed through a maintenance release or firmware update, or firmware-based notifications sent by the OEM or the notification partner; or
- the mobile application of Our Site provided and maintained by Goaffpro is installed from a source other than the Google Play store or iOS App Store.
Whether you are classified as a Coupon Affiliate shall be determined by RedoxBox at our sole discretion. Factors that may lead to classification as "Coupon Affiliate" include but are not limited to:
- the presence of coupon offerings, especially from many different merchants, on the Affiliate's website, primarily if such coupons represent many other merchants and/or are indexed or organized in a directory.
- the presence of certain words (or variations or misspellings thereof) in the website's URL or prominently featured in the website's content, such as "coupons," "deals," or "savings.”
- a website focused on other merchants and their discounts or promotions rather than on products and featuring little original, human-generated content.
“Prohibited Paid Search Placement” means an advertisement you purchased through bidding on keywords, search terms, other identifiers (including Proprietary Terms), or other participation in keyword auctions. “Proprietary Term” means keywords, search terms, or other identifiers that include the word “RedoxBox®, TauBiotic®, AmpBiotic®” or any other trademark of RedoxBox or its affiliates, or variations or misspellings of any of those words (e.g., "Red-Box"). “Redirecting Link” means a link that sends users indirectly to Our Site via an intermediate site or webpage 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, any other search engine, portal, sponsored promotional service, search or referral service, or any site that participates in any of their respective networks.
Section 8 - Promotional Fee Payment
We will pay promotional fees monthly for Qualifying Purchases shipped and paid each month, subject to any applicable withholding or deduction described below. We will pay you approximately 30 days following the end of each calendar month for settled orders that have not been returned/refunded. Still, we may accrue and withhold promotional fees until the total amount due to you is at least GBP175 (or its equivalent in other currencies managed by our site) in case of EU SEPA or UK domestic wire transfers.
The promotional fee payable to you is inclusive of all taxes, including applicable service/goods 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 your applicable local law(s) and regulations and report it in the returns within the prescribed time limit so that our company can declare taxes paid under the UK and or EU VAT Return Schemas.
You undertake to comply with any of the applicable provisions of such law, including but not limited to:
- timely issuance of VAT-compliant invoices.
- making the invoices available to us, RedoxBox Ltd.
- depositing applicable taxes periodically; and
- correctly reporting them to the government under the tax laws of your country of residence.
Suppose at any time credit of taxes is denied or payment of taxes is sought from RedoxBox, 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. In that case, you shall indemnify RedoxBox against any denied credits or taxes recovered and any interest and penalties imposed on RedoxBox. If applicable, UK or EU tax law requires that we may deduct or withhold taxes, levies, or any similar amounts from the promotional fees payable to you. If you are a UK or EU resident, promotional fees payable to you will be subject to income tax withholding at the rate stipulated under applicable law. The tax withholding rate applicable to you will vary if you are not a UK or EU resident or have not provided us with your VAT ID#.
Further, if you are a non-resident, you agree to provide the necessary documentation, as may be required, for RedoxBox to satisfy any reporting or any obligations concerning the promotional fees payable to you. Suppose we deduct or withhold taxes from promotional payments fees payable to you. In that case, we will issue you the relevant withholding tax certificate, if required under the applicable law, evidencing the deposit of the taxes with the appropriate regulatory authorities (for non-residents, 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 promotional fees payable to you. You hereby agree that you will not pursue any claim against RedoxBox or any of its affiliates and hereby waive all such claims you may now or in the future have in respect of any taxes RedoxBox deposits with a relevant taxing authority under this Operating Agreement.
Section 9 - Policies and Pricing
Customers who buy products through this Program are customers of the RedoxBox concerning all activities they undertake in connection with Our 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 Our Site will apply to those customers, and the same may be changed at any time.
Section 10 - Identifying Yourself as an Associate
You will not issue any press release or make any other public communication concerning this Operating Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause) or express or imply any relationship or affiliation between you and us or any other person or entity except as expressly permitted by this Operating Agreement. You must, however, clearly state the following on your site: “[Insert your name] is a participant in the RedoxBox Affiliate Program, an affiliate promotion program designed to provide a means for sites to earn promotional fees by promoting and linking to the partner site.”
Section 11 - Limited License
- Subject to the terms of this Operating Agreement and solely for the limited purposes of promotional Products on and directing end users to, Our 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, “RedoxBox Marks”) solely on your site and per the Affiliate Program Trademark Guidelines
- All licenses outlined in this Section 11 will immediately and automatically terminate if you do not timely comply with any obligation under this Operating Agreement or any Operational Documentation or otherwise upon termination of this Operating Agreement. In addition, we may terminate the license outlined 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 RedoxBox Marks concerning which the license outlined in this Section 11 is terminated or as we may otherwise request from time to time.
- Associates Program IP License (“License”)
- By accepting the Operating Agreement, or by accessing or using the Promotional Product Content (as defined from now on), 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 additional information and content relating to Products (“Product Promotional 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 Associate’s Program in strict compliance with the Operating Agreement (including this License and the other Operational Documentation), we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) copy and display Product Promotional Content solely on your Site; (b) use only those of the RedoxBox Marks we make available to you as part of the Product Promotional Content, solely on your Site and by the Associate’s Program Trademark Guidelines, unless otherwise provided for in this Operating Agreement, and (c) access and use the PA API, Data Feed, and Promotional Product Content solely per the Specifications and this License.
Section 12- Reservation of Rights; Submissions
Other than the limited licenses expressly outlined in Section 11, we reserve all rights, title, and interest (including all intellectual property and proprietary rights) in and to, and you do not, by this Operating Agreement or the License hereunder otherwise, acquire any ownership interest or rights in or to, the Program, Special Links, link formats, Content, PA API, Data Feeds, Promotional Product Content, any domain name owned or operated by us, information and materials on any Partner Site or the Associate’s Site, our and our affiliates’ trademarks and logos (including the RedoxBox Marks), and any other intellectual property and technology that we provide or use in connection with the Program (including any application program interfaces, software development kits, libraries, sample code, and related materials).
If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Operating Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you legally obtained Your Submission; 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 document, perfect, or maintain our rights in and to Your Submission.
Section 13 - Compliance with Laws
In connection with your participation in the Program, you will comply with all applicable laws of the United Kingdom (UK), 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.
Section 14 - Term and Termination
The term of this Operating Agreement will begin upon our acceptance of your Program application and end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Operating Agreement, all licenses you have concerning Content will automatically terminate. You will immediately stop using the Content and RedoxBox Marks and promptly remove them from your site and delete or otherwise destroy all links to the Our Site, all RedoxBox Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program. We may withhold accrued unpaid promotional fees for a reasonable period following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Upon any termination of this Operating Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 9, 10, 12, 13, 14, 16, 17, 18, 19, and 20, together with any accrued but unpaid payment obligations of us under this Operating Agreement, will survive the termination of this Operating Agreement. No termination of this Operating Agreement will relieve either party of any liability for any breach of, or liability accruing under, this Operating Agreement before termination.
Section 15 - Modification
We may modify any of the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or modified Operational Documentation on the Partner Site or by sending a message of such modification to you by email to the email address then-currently associated with your Associate’s 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 Associate’s Program Promotional Fee Schedule, Associates Program Participation Requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
Section 16- Relationship of Parties
You and we (“RedoxBox”) are independent contractors. Nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have accepted the action yourself.
Section 17- Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, OUR SITE, THE GOAFFPRO SITE OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OUR SITE, THE GOAFFPRO SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL PROMOTIONAL FEES PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
Sectio 18 - Disclaimers
THE PROGRAM, OUR SITE, THE AFFILIATE SITE RUN BY GOAFFPRO, ANY PRODUCTS AND SERVICES OFFERED ON OUR SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, REDOXBOX.COM DOMAIN, AND SUBDOMAINS NAME AND OUR TRADEMARKS AND LOGOS (INCLUDING THE REDOXBOX 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, CONCERNING THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES CONCERNING 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 CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING AT ANY TIME AND FROM TIME TO TIME AT 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 ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE REDOXBOX SITE, OR THE AFFILIATE-PROGRAM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
Section 19 - Governing law and Disputes
This Operating Agreement will be governed by the laws of the United Kingdom (UK) without regard to the principle of conflict of laws. The courts in London shall have exclusive jurisdiction over any dispute relating to or arising from the matter under the Program or this Operating Agreement.
Notwithstanding anything contrary to this Operating Agreement, we may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
Section 20 - Miscellaneous
You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Operating Agreement or operate sites that are like or compete with your site. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Operating Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Operating Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Operating Agreement. Suppose there is any conflict between this Operating Agreement and the Operational Documentation. In that case, the Affiliate Program Excluded Products page will control this Operating Agreement, preventing the remainder of the Operational Documentation. Whenever used in this Operating Agreement, the terms “include(s),” “including,” “e.g.,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.” Any determinations or updates that we may make, any actions that we may take, and any approvals that we may give under this Operating Agreement may be made, taken, or offered at our sole discretion. Any information relating to us or our affiliates provided by us in connection with the Operating Agreement that is unknown to the general public is considered ("Confidential Information"). You agree that: (a) all Confidential Information will remain RedoxBox’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your performance under the Operating Agreement and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not otherwise disclose Confidential Information to any individual, company, or another third party (other than your affiliates). You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your performance under this Operating Agreement to any judicial, quasi-judicial, governmental, regulatory, or any other authority as may be required by us to co-operate and/ or comply with any of their orders, instructions or directions or to fulfill any requirements under applicable laws. You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.
MOBILE APPLICATION POLICY
These Mobile Guidelines (“Mobile Guidelines”) apply to your inclusion of Special Links in your Approved Mobile Application. "We," "us," or "our" means RedoxBox., GoAffPro.com, or any of its affiliates, as the case may be. "You" means the user agent for the associate account associated with the Approved Mobile Application. All capitalized terms used below that are not defined on this page have the meanings given to them in the Operating Agreement. Strict compliance with these Mobile Guidelines is always required, and any violation of these Mobile Guidelines will automatically terminate the Operating Agreement.
Your Mobile Application:
- must be free to download, and all Referral links must be accessible without paying for access.
- It must have original content.
- must not emulate our Site’s shopping app functionality (if any).
- must not have price tracking and/or price alerting functionality unless approved in advance by RedoxBox in writing.
- We must not host or render our site's web pages in WebView.
We may modify this Mobile Application Policy at any time and in our sole discretion by posting a change notice or revised or revised Mobile Application Policy on Our Site. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION IN THE PROGRAM. YOUR CONTINUED INCLUSION OF SPECIAL LINKS IN YOUR APPROVED MOBILE APPLICATION FOLLOWING OUR POSTING OF A CHANGE NOTICE OR A REVISED MOBILE APPLICATION POLICY ON THE PARTNER SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
We reserve the right, exercisable in its sole discretion, to take appropriate action against any use without permission or any service that does not conform to this Mobile Application Policy.