|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
|Additional terms||Earn 25% commission on every sale that you generate!|
Affiliate Program Operating Agreement
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 GoodOnYa and
Partner Website. “You” or “your” means the applicant. A “site” means a website.
“Partner Site” means the e-commerce/retail partner using the Phat 5.5 affiliate
tracking software. “Your site” means any site(s), any software application(s)
and any Mobile Application (as defined hereinafter) that you link to the
partner site. "Advertising Fees" means commissions earned for a
successful and verified sale of product on the Partner Site by a customer using
your referral link.
1. Description of the Program
The purpose of the Program is to permit you to advertise
Products on your site and to earn advertising fees OR commissions for
Qualifying Purchases (defined in Section 7) made by your end users. A “Product”
is any item sold on the Partner Website, other than any products that are
explicitly defined as excluded products here (collectively, “Excluded
Products”). Product may also include certain services, if any, expressly
included on the Affiliate Program Commissions Schedule. In order to facilitate
your advertisement of Products, we may make available to you data, images,
text, link formats, widgets, links, and other linking tools, and other
information in connection with the Program ("Content"). Content
specifically excludes any data, images, text, or other information or content
relating to products offered on any site other than the Partner Site.
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
(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 Polished Gentleman, its Partner
Sites or its affiliates, or a variant or misspelling of a trademark of Phat 5.5,
its Partner Sites or its affiliates, in any domain name, subdomain name, or in
any username, group name, or other identifier on any social networking site; or
(g) otherwise violate intellectual property rights.
If we reject your application, you are welcome to reapply at
any time. However, if we accept your application and we later determine that
your site is unsuitable, we may terminate this Operating Agreement at any time
in our sole discretion.
You will ensure that the information in your Program
application and otherwise associated with your account, including your email
address and other contact information and identification of your site, is at
all times complete, accurate, and up-to-date. We may send notifications (if
any), approvals (if any), and other communications relating to the Program and
this Operating Agreement to the email address then-currently associated with
your Program account. You will be deemed to have received all notifications,
approvals, and other communications sent to that email address, even if the
email address associated with your account is no longer current.
3. Links on Your Site
After you have been notified that you have been accepted
into the Program, you may display Special Links on your site. “Special Links”
are links to the Partner Site that you place on your site in accordance with
this Operating Agreement, that properly utilize the special “tagged” link
formats we provide, and that comply with the Affiliate Program Linking
Requirements Special Links permit accurate tracking, reporting, and accrual of
You may earn advertising fees only as described in Section 7
and only with respect to activity on the Partner Site occurring directly
through Special Links. We will have no obligation to pay you advertising fees
if you fail to properly format the links on your site to the Partner Site as
Special Links, including to the extent that such failure may result in any
reduction of advertising fee amounts that would otherwise be paid to you under
this Operating Agreement.
If you wish to include Special Links in a software
application designed and intended for use on mobile phones, tablets, or other
handheld devices (“Mobile Application”), you must include the name of the
Mobile Application and the link to your Mobile Application in your application
to the Program. The suitability and other requirements of this Section 3 and
the Mobile Application Policy will apply to Mobile Applications. We will
evaluate your application and notify you of its acceptance or rejection. A
Mobile Application that is accepted will be an "Approved Mobile
Application" for the purposes of this Agreement.
Special Links displayed in Approved Mobile Applications may
be served by the Affiliate API or Partner API(“Affiliate API”) or the Product
Advertising API, including any Special Links displayed within an integrated web
browser and must use the Affiliate ID we have assigned to you expressly for
your Approved Mobile Applications.
4. Program Requirements
By participating in the Program, you agree that you will
comply with the Affiliate Program Participation Requirements and all pages,
schedules, policies, guidelines, and other documents and materials referenced in
this Operating Agreement (collectively, “Operational Documentation”).
You will provide us with any information that we request to verify
your compliance with this Operating Agreement or any Operational Documentation.
If we determine that you have not complied with any requirement or restriction
described on the Associates Program Participation Requirements page or any
other Operational Documentation or that you have otherwise violated this
Operating Agreement, we may (in addition to any other rights or remedies
available to us): (a) withhold any advertising fees payable to you under this
Operating Agreement,; (b) close any other accounts you may have or may open in
the future, without payment of any advertising fees; (c) terminate this
Operating Agreement, ; or (d) undertake all of the above actions.. In addition,
you hereby consent to us:
sending you emails relating to the Program from time to
monitoring, recording, using, and disclosing information
about your site and visitors to your site that we obtain in connection with
your display of Special Links (e.g., that a particular customer clicked through
a Special Link from your site before buying a Product on the Partner Site) in
accordance with the Privacy Notice;
and monitoring, crawling, and otherwise investigating your
site to verify compliance with this Operating Agreement and the Operational
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
displaying Special Links and Content on your site in
compliance with this Operating Agreement and the Operational Documentation and
any agreement between you and any other person or entity (including any
restrictions or requirements placed on you by any person or entity that hosts
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
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
disclosing on your site accurately and adequately, either
disclose data collected from visitors, including, where applicable, that third
parties (including us and other advertisers) may serve content and
advertisements, collect information directly from visitors, and place or
recognize cookies on visitors’ browsers; and
any use that you make of the Content and the Phat 5.5 Marks,
whether or not permitted under this Operating Agreement.
We will have no liability for these matters or for any of
your end users’ claims relating to these matters, and you agree to defend,
indemnify, and hold us, our affiliates and licencors, and our and their
respective employees, officers, directors, and representatives, harmless from
and against all claims, damages, losses, liabilities, costs, and expenses
(including attorneys’ fees) relating to (a) your site or any materials that
appear on your site, including the combination of your site or those materials
with other applications, content, or processes; (b) the use, development,
design, manufacture, production, advertising, promotion, or marketing of your
site or any materials that appear on or within your site, and all other matters
described in this Section 5; (c) your use of any Content, whether or not such
use is authorized by or violates this Operating Agreement, any Operational
Documentation, or applicable law; (d) your violation of any term or condition
of this Operating Agreement or any Operational Documentation; or (e) your or
your employees' negligence or willful misconduct.
6. Order Processing
We will process Product orders placed by customers who
follow Special Links from your site to the Partner Site. We reserve the right
to reject orders that do not comply with any requirements on the Partner Site,
as they may be updated from time to time. We will track Qualifying Purchases
(defined in Section 7) for reporting and advertising fee accrual purposes and
will make available to you reports summarizing those Qualifying Purchases.
7. Advertising Fees
We will pay you advertising fees on Qualifying Purchases in
accordance with Section 8 and the Affiliate Program Commissions Schedule. In
the event any excess payment has been made to you for any reason whatsoever, we
reserve the right to adjust or offset the same against any subsequent
advertising fees payable to you under this Operating Agreement. Subject to the
exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer
clicks through a Special Link on your site to the Partner Site; (b) during a
single Session that the customer adds a Product to his or her shopping cart and
places the order for that Product no later than 89 days following the
customer’s initial click-through; or (c) the Product is shipped to, and paid
for by, the customer.
A “Session” begins when a customer clicks through a Special
Link on your site to the Partner Site and ends upon the first to occur of the
following: (x) 24 hours elapses from that click; (y) the customer places an
order for a Product; or (z) the customer follows a Special Link to the Partner
Site that is not your Special Link.
Qualifying Purchases exclude, and we will not pay advertising
fees on any of, the following:
any Product that, after expiration of the applicable
Session, is added to a customer’s Shopping Cart, or is streamed or downloaded
by a customer, even if the customer previously followed a Special Link from
your site to the Partner Site;
any Product purchase that is not correctly tracked or
reported because the links from your site to the Partner Site are not properly
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
any Product purchased for resale or commercial use of any
any Product purchased after termination of this Operating
any Product order where a cancellation, return, or refund
has been initiated; and
and Product purchased by a customer who is referred to the
Partner Site through any of the following:
a Prohibited Paid Search Placement; or
a link to the Partner Site, including a Redirecting Link,
that is generated or displayed on a Search Engine in response to a general
Internet search query or keyword (i.e., in natural, free, organic, or unpaid
search results), whether those links appear through your submission of data to
that site or otherwise.
any Qualifying Purchase wherein you have offered any person
or entity any consideration or incentive (including any money, rebate, discount,
points, donation to charity or other organization, or other benefit) for using
Special Links (e.g., by implementing any “rewards” or loyalty program that
incentives persons or entities to visit the Partner Site via your Special
any Product purchased through a Special Link in a Mobile
Application that was not an Approved Mobile Application or where the Special
Link in an Approved Mobile Application was not served by the AMA API, Product
Advertising API or other linking tools that we make available to you.
any Qualifying Purchase, which takes place in India, made
through a mobile device or tablet wherein:
the mobile application of the Partner Site is pre-loaded by
the original equipment manufacturer ("OEM") on the device or tablet;
the mobile application of the Partner Site is installed
through a maintenance release or firmware update or firmware based
notifications sent by the OEM or the notification partner; or
the mobile application of the Partner Site is installed from
a source other than Google Play store or iOS App Store
“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 “Phat 5.5,” or any other trademark of Phat 5.5 or its
affiliates, or variations or misspellings of any of those words (e.g., "Phat
5.5"). “Redirecting Link” means a link that sends users indirectly to the
Partner Site via an intermediate site or web page and without requiring the
user to click on a link or take some other affirmative action on that
intermediate site or web page. “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
8. Advertising Fee Payment
We will pay you advertising fees on a monthly basis for
Qualifying Purchases shipped, streamed, or downloaded (as applicable) in a
given month, subject to any applicable withholding or deduction described
below. We will pay you approximately 60 days following the end of each calendar
month, but we may accrue and withhold advertising fees until the total amount
due to you is at least INR1000 in case of NEFT transfers.
The advertising fee payable to you is inclusive of all taxes
including applicable service tax or goods and services tax or other tax or levy
that you may be required to remit in connection with such services for which
you will raise a valid invoice under applicable law(s) and regulations and
report it in the returns within the prescribed time limit so that Partner Site
can take input tax credit of the taxes paid. You undertake to comply with any
of the applicable provisions of such law including but not limited to:
timely issuance of GST compliant invoices;
making the invoices available to Partner Site;
depositing applicable taxes on a periodic basis; and
correctly reporting them to the government under tax laws.
If at any time credit of taxes is denied or payment of taxes
is sought from Partner Site or Phat 5.5, due to, but not limited to, issuance
of a deficient invoice, default in payment of taxes, inappropriate reporting in
the returns filed or non-compliance of applicable laws and regulations by you,
you shall indemnify Partner Site and Phat 5.5 against any denied credits or
taxes recovered as well as any interest and penalties imposed on Partner Site
and Phat 5.5. If required by applicable Indian tax law, we may deduct or
withhold taxes, levies or any similar amounts from the advertising fees payable
to you. If you are an Indian resident, advertising fees payable to you will be
subject to income tax withholding at the rate stipulated under applicable law.
If you are not an Indian resident or have not provided us your PAN (Permanent
Account Number), the rate of tax withholding applicable to you will vary.
Further, if you are a non-resident, you agree to provide necessary
documentation, as may be required, for Partner Site and Phat 5.5 to satisfy any
reporting or any obligations with respect to the advertising fee payable to
you. If we deduct or withhold taxes from advertising fees payable to you, we
will issue to you the relevant withholding tax certificate, if required under
the applicable law, evidencing deposit of the taxes with the relevant
regulatory authorities (for non-resident this is subject to relevant documents
made available). If you provide us with a nil or reduced withholding tax
certificate, we will apply such nil or reduced tax rate as the applicable
withholding tax rate on advertising fees payable to you. You hereby agree that
you will not pursue any claim against P or any of its affiliates, and hereby
waive all such claims you may now or in the future have, in respect of any
taxes Partner Site and Phat 5.5 deposits with a relevant taxing authority
pursuant to the this Operating Agreement.
9. Policies and Pricing
Customers who buy products through this Program are
customers of the Partner Site with respect to all activities they undertake in
connection with the Partner Site. Accordingly, as between you and us, all
pricing, terms of sale, rules, policies, and operating procedures concerning
customer orders, customer service, and product sales set forth on the Partner
Site will apply to those customers, and the same may be changed at any time.
10. Identifying Yourself as an Associate
You will not issue any press release or make any other
public communication with respect to this Operating Agreement, your use of the
Content, or your participation in the Program. You will not misrepresent or
embellish the relationship between us and you (including by expressing or
implying that we support, sponsor, endorse, or contribute to any charity or
other cause), or express or imply any relationship or affiliation between us
and you or any other person or entity except as expressly permitted by this
Operating Agreement. You must, however, clearly state the following on your
site: “[Insert your name] is a participant in the Phat 5.5 Affiliate Program,
an affiliate advertising program designed to provide a means for sites to earn
advertising fees by advertising and linking to the partner site”
11. Limited License
Subject to the terms of this Operating Agreement and solely
for the limited purposes of advertising Products on, and directing end users
to, the Partner Site in connection with the Program, we hereby grant you a
limited, revocable, non-transferable, non-sublicensable, non-exclusive,
royalty-free license to (a) copy and display the Content solely on your site;
and (b) use only those of our trademarks and logos that we may make available
to you as part of Content (those trademarks and logos, collectively, “Phat 5.5
Marks”) solely on your site and in accordance with the Affiliate Program
All licenses set forth in this Section 11 will immediately
and automatically terminate if at any time you do not timely comply with any
obligation under this Operating Agreement or any Operational Documentation, or
otherwise upon termination of this Operating Agreement. In addition, we may
terminate the license set forth in this Section 11 in whole or in part upon
written notice to you. You will promptly remove from your site and delete or
otherwise destroy all of the Content and Phat 5.5 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.
Associates Program IP License (“License”)
By accepting the Operating Agreement, or by accessing or
using the Product Advertising Content (as defined hereinafter), including the
proprietary application programming interfaces and other tools (collectively,
the “PA API”) that permit you to access and use certain types of data, images,
text, and other information and content relating to Products (“Product
Advertising Content”) which we may make available to you, you agree to be bound
by this License.
Subject to the terms of this License and solely for the
limited purposes of participation in the Associates Program in strict
compliance with the Operating Agreement (including this License and the other
Operational Documentation), we hereby grant you a limited, revocable, non-transferable,
non-sublicensable, non-exclusive, royalty-free license to: (a) copy and display
Product Advertising Content solely on your Site; (b) use only those of the Phat
5.5 Marks we make available to you as part of the Product Advertising Content,
solely on your Site and in accordance with the Associates Program Trademark
Guidelines, unless otherwise provided for in this Operating Agreement, and (c)
access and use the PA API, Data Feed, and Product Advertising Content solely in
accordance with the Specifications and this License.
12. Reservation of Rights; Submissions
Other than the limited licenses expressly set forth in
Section 11, we reserve all right, title and interest (including all
intellectual property and proprietary rights) in and to, and you do not, by
virtue of this Operating Agreement or the License here under otherwise, acquire
any ownership interest or rights in or to, the Program, Special Links, link
formats, Content, PA API, Data Feeds, Product Advertising Content, any domain
name owned or operated by us, information and materials on any Partner Site or
the Associates Site, our and our affiliates’ trademarks and logos (including
the Phat 5.5 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
If you provide us or any of our affiliates with suggestions,
reviews, modifications, data, images, text, or other information or content
about a product or in connection with this Operating Agreement, any Content, or
your participation in the Program, or if you modify any Content in any way,
(collectively, “Your Submission”), you hereby irrevocably assign to us all
right, title, and interest in and to Your Submission and grant us (even if you
have designated Your Submission as confidential) a perpetual, paid-up
royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right
and license to (a) use, reproduce, perform, display, and distribute Your
Submission in any manner; (b) adapt, modify, re-format, and create derivative
works of Your Submission for any purpose; (c) use and publish your name in the
form of a credit in conjunction with Your Submission (however, we will not have
any obligation to do so); and (d) sublicense the foregoing rights to any other
person or entity. Additionally, you hereby warrant that: (y) Your Submission is
your original work, or you obtained Your Submission in a lawful manner; and (z)
our and our sublicensees’ exercise of rights under the license above will not
violate any person’s or entity’s rights, including any copyright rights. You
agree to provide us such assistance as we may require to document, perfect, or
maintain our rights in and to Your Submission.
13. Compliance with Laws
In connection with your participation in the Program you
will comply with all applicable laws of India including but not limited to
ordinances, rules, regulations, orders, licenses, permits, judgments, decisions,
and other requirements of any governmental authority that has jurisdiction over
14. Term and Termination
The term of this Operating Agreement will begin upon our
acceptance of your Program application and will end when terminated by either you
or us. Either you or we may terminate this Operating Agreement at any time,
with or without cause, by giving the other party written notice of termination.
Upon any termination of this Operating Agreement, any and all licenses you have
with respect to Content will automatically terminate and you will immediately
stop using the Content and Polished Gentleman Marks and promptly remove from
your site and delete or otherwise destroy all links to the Partner Site, all Phat
5.5 Marks, all other Content, and any other materials provided or made
available by or on behalf of us to you under this Operating Agreement or
otherwise in connection with the Program. We may withhold accrued unpaid
advertising fees for a reasonable period of time following termination to ensure
that the correct amount is paid (e.g., to account for any cancellations or
returns). Upon any termination of this Operating Agreement, all rights and
obligations of the parties will be extinguished, except that the rights and
obligations of the parties under Sections 5, 9, 10, 12, 13, 14, 16, 17, 18, 19,
and 20, together with any accrued but unpaid payment obligations of us under
this Operating Agreement, will survive the termination of this Operating
Agreement. No termination of this Operating Agreement will relieve either party
for any liability for any breach of, or liability accruing under, this
Operating Agreement prior to termination.
We may modify any of the terms and conditions contained in
this Operating Agreement (and any Operational Documentation) at any time and in
our sole discretion by posting a change notice, revised agreement, or revised
Operational Documentation on the Partner Site or by sending notice of such
modification to you by email to the email address then-currently associated
with your Associates account (any such change by email will be effective on the
date specified in such email and will in no event be less than two business
days after the date the email is sent). Modifications may include, for example,
changes to the Associates Program Advertising Fee Schedule, Associates Program
Participation Requirements, payment procedures, and other Program requirements.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE
THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING
THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A
CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL
DOCUMENTATION ON THE PARTNER SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU
REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE
16. Relationship of Parties
You and we are independent contractors, and nothing in this
Operating Agreement or the Operational Documentation will create any
partnership, joint venture, agency, franchise, sales representative, or
employment relationship between you and us or our respective affiliates. You
will have no authority to make or accept any offers or representations on our
or our affiliates’ behalf. You will not make any statement, whether on your
site or otherwise, that contradicts or may contradict anything in this section.
If you authorize, assist, encourage, or facilitate another person or entity to
take any action related to the subject matter of this Operating Agreement, you
will be deemed to have taken the action yourself.
17. Limitation of Liability
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS,
GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT,
THE PROGRAM, OPERATIONAL DOCUMENTATION, THE PARTNER SITE, THE Phat 5.5 SITE OR
THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE
POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN
CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE PARTNER SITE, THE Phat
5.5 SITE AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES
PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS
IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST
RECENT CLAIM OF LIABILITY OCCURRED.
THE PROGRAM, THE Phat 5.5 SITE, THE PARTNER SITE, ANY
PRODUCTS AND SERVICES OFFERED ON THE PARTNER SITE, ANY SPECIAL LINKS, LINK
FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, PHAT55.COM DOMAIN NAME AND OUR
AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE Phat 5.5 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
LICENCORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE
OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR
AFFILIATES OR LICENCORS 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 LICENCORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE
OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANT ABILITY, 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 Phat 5.5 SITE, OR
THE AFFILIATE-PROGRAM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN
THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR
LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES
ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE,
ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES,
OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR
PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS OPERATING
AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
19. Governing law and Disputes
This Operating Agreement will be governed by the laws of the
Republic of India, without regard to the principle of conflict of laws. The
courts at United states shall have the exclusive jurisdiction over any dispute
relating or arising in any way from the matter under the Program or this
Notwithstanding anything to the contrary in this Operating
Agreement, we may seek injunctive or other relief in any court of competent
jurisdiction for any actual or alleged infringement of our or any other person
or entity’s intellectual property or proprietary rights. You further
acknowledge and agree that our rights in the Content are of a special, unique,
extraordinary character, giving them peculiar value, the loss of which cannot
be readily estimated or adequately compensated for in monetary damages.
You acknowledge and agree that we and our affiliates may at
any time (directly or indirectly) solicit customer referrals on terms that may
differ from those contained in this Operating Agreement or operate sites that
are similar to or compete with your site. You may not assign this Operating
Agreement, by operation of law or otherwise, without our express prior written
approval. Subject to that restriction, this Operating Agreement will be binding
on, inure to the benefit of, and be enforceable against the parties and their
respective successors and assigns. Our failure to enforce your strict
performance of any provision of this Operating Agreement will not constitute a
waiver of our right to subsequently enforce such provision or any other
provision of this Operating Agreement. In the event of any conflict between
this Operating Agreement and the Operational Documentation, the Affiliate
Program Excluded Products page will control over this Operating Agreement,
which will control over the remainder of the Operational Documentation.
Whenever used in this Operating Agreement, the terms “include(s),” “including,”
“e.g.,” and “for example” mean, respectively, “include(s), without limitation,”
“including, without limitation,” “e.g., without limitation,” and “for example,
without limitation.” Any determinations or updates that may be made by us, any
actions that may be taken by us, and any approvals that may be given by us
under this Operating Agreement, may be made, taken, or given in our sole
discretion. Any information relating to us or our affiliates provided by us in
connection with the Operating Agreement that is not known to the general public
is considered ("Confidential Information"). You agree that: (a) all
Confidential Information will remain Phat 5.5 's exclusive property; (b) you
will use Confidential Information only as is reasonably necessary for your
performance under the Operating Agreement and ensure that persons who have
access to Confidential Information will be made aware of and will comply with
the obligations in this provision; and (c) you will not otherwise disclose
Confidential Information to any individual, company, or other third party
(other than your affiliates). You agree that we may, in our sole discretion,
disclose or make available any information provided or submitted by you or
related to your performance under this Operating Agreement to any judicial,
quasi-judicial, governmental, regulatory or any other authority as may be
required by us to co-operate and/ or comply with any of their orders,
instructions or directions or to fulfill any requirements under applicable
laws. You represent and warrant that you and your financial institution(s) are
not subject to sanctions or otherwise designated on any list of prohibited or
restricted parties or owned or controlled by such a party, including but not
limited to the lists maintained by the United Nations Security Council, the US
Government (e.g., the US Department of Treasury’s Specially Designated
Nationals list and Foreign Sanctions Evaders list and the US Department of
Commerce’s Entity List), the European Union or its member states, or other
applicable government authority.
MOBILE APPLICATION POLICY
These Mobile Guidelines (“Mobile Guidelines”) apply to your
inclusion of Special Links in your Approved Mobile Application. "We,"
"us," or "our" means phat55.com, its Partner Sites or any
of its affiliates, as the case may be. "You" means the user agent for
the associate account associated with the Approved Mobile Application. All
capitalized terms used below that are not defined on this page have the
meanings given to them in the Operating Agreement. Strict compliance with these
Mobile Guidelines is required at all times, and any violation of these Mobile
Guidelines will automatically terminate the Operating Agreement.
Your Mobile Application:
must be free to download and all Referral links must be
accessible without paying for access;
must have original content;
must not emulate our Partner Site own shopping app
functionality (if any);
must not have price tracking and/or price alerting functionality,
unless approved in advance by Phat 5.5 or its Partner Site in writing;
must not host or render Partner site's web pages in
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 Phat 5.5 or the Partner Site. IF ANY MODIFICATION
IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR PARTICIPATION
IN THE PROGRAM. YOUR CONTINUED INCLUSION OF SPECIAL LINKS IN YOUR APPROVED
MOBILE APPLICATION FOLLOWING OUR POSTING OF A CHANGE NOTICE OR A REVISED MOBILE
APPLICATION POLICY ON THE PARTNER SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE
OF THE CHANGE.
We reserve the right, exercisable in its sole discretion, to
take appropriate action against any use without permission or any use that does
not conform to this Mobile Application Policy.
who are concerned with how their 'Personally Identifiable Information' (PII) is
being used online. PII, as described in US privacy law and information
security, is information that can be used on its own or with other information
to identify, contact, or locate a single person, or to identify an individual
understanding of how we collect, use, protect or otherwise handle your
Personally Identifiable Information in accordance with our website.
What personal information do we collect from the people that
visit our blog, website or app?
When ordering or registering on our site, as appropriate,
you may be asked to enter your name, email address, mailing address, phone
number, credit card information or other details to help you with your
When do we collect information?
We collect information from you when you place an order,
subscribe to a newsletter, fill out a form or enter information on our site.
How do we use your information?
We may use the information we collect from you when you
register, make a purchase, sign up for our newsletter, respond to a survey or
marketing communication, surf the website, or use certain other site features
in the following ways:
• To personalize your experience and to allow us to deliver
the type of content and product offerings in which you are most interested.
• To improve our website in order to better serve you
• To allow us to better service you in responding to your
customer service requests.
• To administer a contest, promotion, survey or other site
• To quickly process your transactions.
• To ask for ratings and reviews of services or products
• To follow up with them after correspondence (live chat, email
or phone inquiries)
How do we protect your information?
Our website is scanned on a regular basis for security holes
and known vulnerabilities in order to make your visit to our site as safe as
We use regular Malware Scanning.
Your personal information is contained behind secured
networks and is only accessible by a limited number of persons who have special
access rights to such systems, and are required to keep the information
confidential. In addition, all sensitive/credit information you supply is
encrypted via Secure Socket Layer (SSL) technology.
We implement a variety of security measures when a user
places an order to maintain the safety of your personal information.
All transactions are processed through a gateway provider
and are not stored or processed on our servers.
Do we use 'cookies'?
Yes. Cookies are small files that a site or its service
provider transfers to your computer's hard drive through your Web browser (if
you allow) that enables the site's or service provider's systems to recognize
your browser and capture and remember certain information. For instance, we use
cookies to help us remember and process the items in your shopping cart. They
are also used to help us understand your preferences based on previous or current
site activity, which enables us to provide you with improved services. We also
interaction so that we can offer better site experiences and tools in the
• Help remember and process the items in the shopping cart.
• Keep track of advertisements.
• Compile aggregate data about site traffic and site
interactions in order to offer better site experiences and tools in the future.
We may also use trusted third-party services that track this information on our
You can choose to have your computer warn you each time a
cookie is being sent, or you can choose to turn off all cookies. You do this
through your browser settings. Since browser is a little different, look at
your browser's Help Menu to learn the correct way to modify your cookies.
If users disable cookies in their browser:
If you turn cookies off, some features will be disabled.
Some of the features that make your site experience more efficient and may not
However, you will still be able to place orders over the
telephone by contacting customer service.
We do not sell, trade, or otherwise transfer to outside
parties your Personally Identifiable Information unless we provide users with
advance notice. This does not include website hosting partners and other
parties who assist us in operating our website, conducting our business, or
serving our users, so long as those parties agree to keep this information
confidential. We may also release information when it's release is appropriate
to comply with the law, enforce our site policies, or protect ours or others'
rights, property or safety.
However, non-personally identifiable visitor information may
be provided to other parties for marketing, advertising, or other uses.
Occasionally, at our discretion, we may include or offer
third-party products or services on our website. These third party sites have
separate and independent privacy policies. We therefore have no responsibility
or liability for the content and activities of these linked sites. Nonetheless,
we seek to protect the integrity of our site and welcome any feedback about
Google's advertising requirements can be summed up by
Google's Advertising Principles. They are put in place to provide a positive
experience for users. https://support.google.com/adwordspolicy/answer/1316548?hl=en
We use Google AdSense Advertising on our website.
on our site. Google's use of the DART cookie enables it to serve ads to our
users based on previous visits to our site and other sites on the Internet.
Users may opt-out of the use of the DART cookie by visiting
We have implemented the following:
• Remarketing with Google AdSense
• Google Display Network Impression Reporting
• Demographics and Interests Reporting
We, along with third-party vendors such as Google use
first-party cookies (such as the Google Analytics cookies) and third-party
cookies (such as the DoubleClick cookie) or other third-party identifiers
together to compile data regarding user interactions with ad impressions and
other ad service functions as they relate to our website.
Users can set preferences for how Google advertises to you
using the Google Ad Settings page. Alternatively, you can opt out by visiting
the Network Advertising Initiative Opt Out page or by using the Google
Analytics Opt Out Browser add on.
California Online Privacy Protection Act:
CalOPPA is the first state law in the nation to require
reach stretches well beyond California to require any person or company in the
United States (and conceivably the world) that operates websites collecting
Personally Identifiable Information from California consumers to post a
collected and those individuals or companies with whom it is being shared. -
See more at:
According to CalOPPA, we agree to the following:
Users can visit our site anonymously.
it on our home page or as a minimum, on the first significant page after
entering our website.
be easily be found on the page specified above.
Can change your personal information:
• By emailing us
• By calling us
How does our site handle Do Not Track signals?
We honor Do Not Track signals and Do Not Track, plant
cookies, or use advertising when a Do Not Track (DNT) browser mechanism is in
Does our site allow third-party behavioral tracking?
It's also important to note that we allow third-party behavioral
COPPA (Children Online Privacy Protection Act):
When it comes to the collection of personal information from
children under the age of 13 years old, the Children's Online Privacy
Protection Act (COPPA) puts parents in control. The Federal Trade Commission,
United States' consumer protection agency, enforces the COPPA Rule, which
spells out what operators of websites and online services must do to protect
children's privacy and safety online.
We do not specifically market to children under the age of
13 years old.
Fair Information Practices:
The Fair Information Practices Principles form the backbone
of privacy law in the United States and the concepts they include have played a
significant role in the development of data protection laws around the globe.
Understanding the Fair Information Practice Principles and
how they should be implemented is critical to comply with the various privacy
laws that protect personal information.
In order to be in line with Fair Information Practices we
will take the following responsive action, should a data breach occur:
We will notify you via email
• Within 7 business days
We also agree to the Individual Redress Principle which
requires that individuals have the right to legally pursue enforceable rights
against data collectors and processors who fail to adhere to the law. This
principle requires not only that individuals have enforceable rights against
data users, but also that individuals have recourse to courts or government
agencies to investigate and/or prosecute non-compliance by data processors.
CAN SPAM Act:
The CAN-SPAM Act is a law that sets the rules for commercial
email, establishes requirements for commercial messages, gives recipients the
right to have emails stopped from being sent to them, and spells out tough
penalties for violations.
We collect your email address in order to:
• Send information, respond to inquiries, and/or other
requests or questions
• Process orders and to send information and updates
pertaining to orders.
• Market to our mailing list or continue to send emails to
our clients after the original transaction has occurred.
To be in accordance with CANSPAM, we agree to the following:
• Not use false or misleading subjects or email addresses.
• Identify the message as an advertisement in some
• Include the physical address of our business or site
• Monitor third-party email marketing services for
compliance, if one is used.
• Honor opt-out/unsubscribe requests quickly.
• Allow users to unsubscribe by using the link at the bottom
of each email.
If at any time you would like to unsubscribe from receiving
future emails, you can email us at [email protected]
• Follow the instructions at the bottom of each email.and we
will promptly remove you from ALL correspondence.