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TEQQEE (TECH-EE)
WHOLESALE CELL PHONES AND FULL COVERAGE PHONE INSURANCE
TERMS & CONDITIONS
Scope of Use: Tech United, LLC (“Teqqee”) provides this Web site (www.teqqee.com) (the “Site”) to You, for Your informational, noncommercial use, and subject to the following Terms of Use (the “Terms”). For the purpose of the following Terms, references to “We”, “Us” and “Our” include Teqqee and its affiliates, agents, representatives, successors and assigns. Using this Site to evaluate whether to enter into a business relationship with Teqqee shall not constitute a commercial use for the purposes hereof. It is a violation of these Terms for you to use the Site in violation of any applicable laws and regulations or in violation of the rules of any Teqqee service providers. Certain other programs or services provided by Teqqee through linked websites or other channels may have additional terms and conditions regarding Your use of those services, and nothing in these Terms is intended to modify such terms and conditions. YOU MAY NOT USE THIS SITE IF YOU DO NOT AGREE TO THESE WEBSITE TERMS. Restrictions on Use You shall use the Site strictly in accordance with these Terms and in a manner consistent with all applicable laws and regulations. You will not take any of the following actions with respect to the Site or the server nor will you use our Site to upload, post, email, distribute, transmit, link, solicit or otherwise make available any content or use the Site in any manner that: (i) decompiles, uses reverse engineering, disassembles, derives the source code of or decrypts the Site or server hosting the Site; (ii) violates any applicable laws, rules or regulations in connection with Your access to or use of the Site; (iii) removes, obscures, or alters any proprietary notices (including any notice of copyright or trademark) of Teqqee or its affiliates, partners, suppliers or the licensors; (iv) modifies, adapts, improves, enhances or makes any derivative work from the Site; (v) interferes with or interrupts the Site or any hardware, software, system or network connected with the Site; (vii) infringes the copyright, trademark or any intellectual property rights or discloses a trade secret or confidential information in violation of a confidentiality or non-disclosure agreement; (viii) compiles, uses, downloads or otherwise copies any user information or any portion thereof, or transmits, provides or otherwise distributes (whether or not for a fee) such information to any third party; (ix) is fraudulent or unlawful or contains defamatory or illegal information, images, materials or descriptions; (x) promotes or provides instructions for illegal activities; (xi) encourages any conduct that would constitute a criminal offense or that gives rise to civil liability; or (xii) disseminates viruses or other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware. Privacy Policy You may view a copy of our privacy policy which explains Teqqee’s practices relating to the collection and use of Your information through or in connection with our Site. The privacy policy is incorporated into these Terms, and governs Teqqee’s use of Your information and/or any information You submit or otherwise make available to us in connection with the Site. Registration, Access & Security If You use any Teqqee service and provide us any information through the Site, such as Your name, phone number, contact details, email address, wireless carrier information, Your password and/or personal identification number (PIN) (collectively, Your “Account Data”) for any accounts associated with Your device (“Your Account(s)”), You agree to provide true, accurate, current, complete and up-to-date information. If You provide any information that is untrue, inaccurate, non-current or incomplete, or We have reasonable grounds to suspect that such information is untrue, inaccurate, non-current or incomplete, then We have the right to terminate or refuse any and all current or future access or use of the Site (or any portion thereof). We reserve the right to take any action that We deem necessary to ensure the security of the Sites and Your Account, including without limitation changing your password, terminating Your Account, or requesting additional information to authorize transactions on Your Account. You are solely responsible for keeping Your Account Data and any security questions and responses associated with Your Account confidential. Anyone with knowledge of or access to Your Account Data or the security questions and responses associated with Your Account can use that information to gain access to Your Account. You are solely liable for any claims, damages, losses, costs or other liabilities resulting from or caused by any failure to keep Your Account Data and the security questions and responses confidential, whether such failure occurs with or without Your knowledge or consent. You will immediately notify Us of any suspected or actual unauthorized access to or use of Your Account Data or any other breach of Your Account security. You hereby authorize and consent to the collection, storage, sharing, use, transfer and sale by Teqqee and its service providers, of any information and data related to or derived from Your use of the Site. No Warranties ALL CONTENT ON THIS SITE IS PROVIDED TO YOU ON AN “AS-IS,” “AS-AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ASURION MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THIS SITE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE SITE IS AT YOUR SOLE RISK. Teqqee MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SITE WILL BE UNINTERRUPTED, COMPLETELY SECURE OR ERROR-FREE. You are responsible for taking all precautions necessary to ensure that any content you may obtain from the Site is free of viruses. Trademarks All trademarks, service marks and logos that are used or displayed on the Sites are owned by Teqqee or by third parties and are the property of their respective owners. Teqqee owns various trademarks, service marks and logos that may be used on the Site, including without limitation, Teqqee® (& Design), Soluto® (& Design), Our Passion is Your Peace of Mind®, Life’s Operating System®, Ready. Set. Tech.TM, Mobile Recovery®, Mobile Guard®, MobileProtect®, Rescue Link®, App Assist™ and Wireless Phone Protection®. You must obtain Teqqee’s written permission prior to using any trademark or service mark of Teqqee. Unauthorized use of any trademarks, service marks or logos used on the Site may be a violation of state, national and international trademark laws. Additionally, Teqqee’s custom icons, graphics, logos and scripting on the Site are covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, modified or used, in whole or in part, without the prior written permission of Teqqee. Website Content & Copyright This Site and the content contained on this Site is protected by U.S. and international copyright laws. You may not modify, reproduce or distribute the content, design or layout of the Site or individual sections of the content, design or layout of the Site or Teqqee trademarks or logos without our written permission. The layout, compilation, organization and display of the content as well as all software and inventions used on and in connection with this Site are the exclusive property of Teqqee. Teqqee reserves all of its rights in the Site and its content. Copyright Infringement Notification Teqqee has a policy of removing data or content that violates applicable copyright law. Pursuant to Section 512 of Title 17 of the United States Code, Teqqee has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with the law. To file a copyright infringement notification with us, You will need to send a written communication to Teqqee’s Designated Agent, listed below, containing substantially the following information or such other information as may be required by Section 512(c)(3) of the Copyright Act: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material; (iv) information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please direct any such notice to Teqqee Legal Department, by email at Le***@te****.com. The foregoing contact information is for use solely with notice of copyright infringement and You may not receive a response to any other communications, feedback, comments or requests for technical support delivered to the foregoing address or e-mail. Reviews, Comments and Other Content If You post or submit any reviews, comments, photos, statements, ideas, questions or other content (collectively, the “Content”) to the Site or to Teqqee, You acknowledge and agree that all such Content shall comply with the terms of these Terms (including the “RESTRICTIONS ON USE” section above) and You may not use any fake e-mail address or impersonate any other person or entity or otherwise mislead as to the origin of the Content. Unless we indicate otherwise, You grant Teqqee a royalty-free, perpetual, irrevocable, transferable, sublicensable, worldwide right to use, publish, reproduce, modify, copy, distribute, adapt, translate, create derivative works of and display such Content on any media and in any form. If You provide any names or user names in connection with such Content, You grant Teqqee the right to use that name or user name in accordance with the foregoing license. You represent and warrant that all Content that You submit or post complies with any guidelines or rules of the United States Federal Trade Commission, including but not limited to FTC 16 CFR Part 255, regarding truth-in advertising and disclosure requirements. You represent and warrant that all Content You submit to the Site or Teqqee is accurate, truthful and non-deceptive; that all Content has evidence to back up the claims made; and You shall, if applicable, clearly disclose whether the Content is a sponsored post for which payment or any kind of benefit at all was received by You, whether You are a shareholder or employee of Teqqee, whether Your received any Teqqee products, samples, cash or benefit of any kind in exchange for posting the Content, and all Content shall be clearly and conspicuously distinguishable from other editorial content. You further represent and warrant that You own or otherwise control all of the proprietary rights to the Content that You submit or post to the Site and that You will indemnify Teqqee for all claims resulting from any Content You or any third parties submit to Teqqee or post to the Site. Teqqee has the right but not the obligation to remove, edit or monitor any Content, but Teqqee takes no responsibility and assumes no liability for the Content posted or submitted by You or any third parties. Modifications Teqqee reserves the right to modify this Site and the rules and regulations governing its use, at any time. Modifications will be posted on the Site and the “last updated” date at the top of this web page will be revised. You understand and agree that if you use this Site after the date on which the Terms have changed, Teqqee will treat Your use as acceptance of the updated Terms. Teqqee may make changes in the products and/or services described in this Site at any time. Violation of Rules and Regulations Teqqee reserves the right to seek all remedies available at law and in equity for violations of the rules and regulations set forth in this Site, including the right to block access from a particular Internet address to the Site. Indemnity: You agree to indemnify and hold Teqqee and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from and against any and all losses, claims, demands, expenses, damages and costs, including reasonable attorneys’ fees, made by any third party due to or arising out of Your use of the Site, Your violation of these Terms, or Your violation of any law or any rights of another. Teqqee reserves the right, at Your expense, to assume the exclusive defense and control of any matter which You are required to indemnify against, and You agree to cooperate in Teqqee’s defense of such matter. This indemnification shall survive any termination of these Terms. Limitation of Liability Teqqee SPECIFICALLY DISCLAIMS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE, EVEN IF Teqqee HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH USE OF THIS SITE, OR THAT ARISES IN CONNECTION WITH MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER, INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE SITE OR VIRUSES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SITE, OR RELATED INFORMATION OR PROGRAMS. Some jurisdictions do not allow exclusions of liability for certain types of damages. Accordingly, some of the above limitations may not apply to you to the extent prohibited by law. In such cases, Teqqee’s liability will be limited to the fullest extent permitted by applicable law. Third Party Sites Some links in this Site may navigate you away from Teqqee’s Site or redirect you to other websites, including websites operated by third parties. Please be aware that those websites may collect PII from or about You and Non-PII about Your visit. The linked sites are not under the control of Teqqee, and the content available on the Internet sites linked to this Site does not necessarily reflect the opinion of Teqqee. Teqqee is providing these links to other Internet sites as a convenience to you, and access to any other Internet sites linked to this Site is at Your own risk. The inclusion of any link does not imply a recommendation or endorsement by Teqqee of the linked site. You should review the terms of use and privacy policies that are posted on any website that You visit, before using any linked websites. Governing Law and General Principles This Site is operated by Teqqee from its offices within the United States of America. Teqqee makes no representation that the information in the Site is appropriate or available for use in other locations, and access to the Site from territories where the contents of the Site may be illegal is prohibited. Those who choose to access this Site from other locations do so, on their own initiative and are responsible for compliance with applicable local laws. By using the Site, regardless of where You live or are located in the world, You consent to these Terms and any claims relating to the information, services or products made available through this Site will be governed by the laws of the State of CA, U.S.A., excluding the application of its conflicts of law rules. If any provision of these Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. Teqqee’s failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of Teqqee’s right to subsequently enforce such provision or any other provisions of these Terms.
Affiliate/Dealer Program Operating Agreement
Updated: June 1, 2019.
Welcome to Teqqee’s website for associates (the “Associates Site”), where you can manage your affiliate marketing relationship with the relevant Teqqee entities as set forth in Schedule 1 (“Teqqee” or “us” or similar terms).
Any person, dealer or entity that participates or attempts to participate in our affiliate marketing program (the “Affiliate Program” and such person or entity, “you”, or an “Affiliate or Dealer”) must accept this Affiliate Program Operating Agreement (this “Agreement”) without change. By registering for or using the Affiliate Site, you agree to this Agreement, including the Program Policies (defined in Section 12), which are incorporated by reference (for example, our Affiliate Program Participation Requirements, Affiliate Program IP License, Associates Program Fee Statement, and Associates Program Trademark Guidelines.) Please read them carefully.
1. Description of the Affiliate Program
The Affiliate Program permits you to monetize your website, social media user-generated content, or online software application (referred to here as your “Site“), by placing on your Site links to an Amazon Site in Schedule 1 or, if applicable for the location, any other site which is included in the Affiliate Program Fee Statement (each a “Teqqee site“). The links must properly use the special “tagged” link formats we provide and comply with this Agreement (“Special Links“)
When our customers click through the Special Links to purchase an item sold or services offered on the Teqqee Site or take other actions, you can receive reoccurring fees for qualifying purchases, as further described in (and subject to the limitations in) the Affiliate Program Fee Statement. In order to facilitate your advertisement of these items or services, we may make available to you data, images, text, link formats, widgets, links, marketing content, and other linking tools, application program interfaces, and other information in connection with the Affiliate Program (“Program Content“). Program Content specifically excludes any data, images, text, or other information or content relating to product offerings on any site other than the Teqqee Site.
2. Associates Program Compliance Requirements
You must comply with this Agreement to participate in the Affiliate Program and receive fees.
You must promptly provide us with any information that we request to verify your compliance with this Agreement.
If you violate this Agreement, or if you violate terms and conditions of any other applicable Teqqee marketing agreement, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) withhold (and you agree you will not be eligible to receive) any and all fees otherwise payable to you under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of Teqqee to recover damages in excess of this amount.
3. Teqqee Customers
Our customers are not, by virtue of your participation in the Affiliate Program, your customers. 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 Teqqee Site will apply to those customers and may be changed at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with a Teqqee Site, you will state that those customers must follow contact directions on that Teqqee Site to address customer service issues.
4. Warranties
You represent, warrant, and covenant that (a) you will participate in the Affiliate Program and create, maintain, and operate your Site in accordance with this Agreement, (b) neither your participation in the Affiliate Program nor your creation, maintenance, or operation of your Site will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing), (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting), (d) you have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement, (e) you will not participate in the Associates Program or use any other Service Offerings if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using any Service Offering; (f) you will comply with all U.S. export and re-export restrictions, and applicable non-US export and re-export restrictions consistent with U.S. law, that may apply to goods, software, technology and services, and (g) the information you provide in connection with the Affiliate Program is accurate and complete at all times. You can update your information by logging into your account on the Associates Site and selecting “Account Settings”.
We do not make any representation, warranty, or covenant regarding the amount of traffic or fees you can expect at any time in connection with the Affiliate Program, and we will not be liable for any actions you undertake based on your expectations.
5. Identifying Yourself as an Affiliate
You must clearly state the following, or any substantially similar statement previously allowed under this Agreement, on your Site or any other location where Teqqee may authorize your display or other use of Program Content: “As an Teqqee Affiliate I earn from qualifying purchases.” Except for this disclosure, you will not make any public communication with respect to this Agreement or your participation in the Affiliate Program without our advance written permission. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
6. Term and Termination
The term of this Agreement will begin upon your registration for or use of the Affiliates Site. Either you or we may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination provided that the effective date of such termination will be 7 calendar days from the date notice is provided. You can provide termination notice by logging into your account on the Affiliate Site and selecting the option to close your account in “Account Settings”. In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following: (a) you are in material breach of this Agreement, (b) you otherwise fail to cure within 7 days of our notice to you regarding any other breach of this Agreement (including any Program Policy); (c) we believe that we may face potential claims or liability in connection with your participation in the Affiliate Program; (d) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Affiliate Program; (e) your participation in the Affiliate Program has been used for deceptive, fraudulent or illegal activity; (f) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement; (g) we have previously terminated this Agreement (or suspended your account) with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, or (h) we have terminated the Affiliate Program as we generally make it available to participants. For the avoidance of doubt and without limitation for purposes of the foregoing subsection (a) any violation of Section 5 and as specified in the Program Policies will be deemed a material breach of this Agreement.
We may hold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancellations or returns).
Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 3, 4, 5, 6, 7, 8, 10, and 11 of this Agreement and as specified in the Program Policies, together with any payable but unpaid payment obligations under this Agreement, will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
7. Disclaimers
THE AFFILIATE PROGRAM, THE TEQQEE SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE TEQQEE SITE, ANY SPECIAL LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE TEQQEE MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE AFFILIATE PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, 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. 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, VIRUSES, MALICIOUS SOFTWARE, 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 SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE ASSOCIATES PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE ASSOCIATES PROGRAM. NOTHING IN THIS SECTION 7 WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
8. Limitations on Liability
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
9. Indemnification
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING THE COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), OR (E) YOUR OR YOUR EMPLOYEES’ OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. WE OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY TEQQEE PARTY, INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION.
10. Governing Law and Disputes
Any dispute relating in any way to the Affiliate Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates will be subject to the governing law and disputes provision for the applicable Teqqee Site set forth on Schedule 2.
11. Taxes
Any taxes and related obligations relating in any way to the Affiliate Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates will be subject to the tax provision for the applicable Amazon Site set forth on Schedule 3.
12. Additional Provisions
We may send you emails relating to the Affiliate Program from time to time. In addition we may (a) monitor, record, use, and disclose information about your Site and users of your Site that we obtain in connection with your display of Special Links and Program Content (for example, that a particular Teqqee customer clicked through a Special Link from your Site before buying a product on the Teqqee Site),(b) review, monitor, crawl, and otherwise investigate your Site to verify compliance with this Agreement, and (c) use, reproduce, distribute, and display your logo and implementation of Program Content displayed on your Site as examples of best practices in our educational materials. For information on how we process personal information, please see the relevant Teqqee Privacy Notice as set forth in Schedule 4.
You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with your Site, (c) 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, and (d) 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 Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.
You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. 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.
This Agreement incorporates, and you agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, schedules, and other rules referenced in this Agreement or accessible on the Affiliates Site (“Program Policies”), including any updates of the Program Policies from time to time. In the event of any conflict between this Agreement and any Program Policy, this Agreement will control. In the event of a conflict between this Agreement and your agreement with a Teqqee affiliate under a separate affiliate marketing program that agreement will control with respect to such separate program. This Agreement (including the Program Policies) is the entire agreement between you and us regarding the Affiliate Program and supersedes all prior agreements and discussions.
Whenever used in this Agreement, the terms “include(s)”, “including”, and “for example” are used and intended without limitation.
Any information relating to Teqqee or any of its affiliates that we provide or make accessible to you in connection with the Affiliate Program that is not known to the general public or that reasonably should be considered to be confidential is Teqqee’s “Confidential Information” and will remain Teqqee’s exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the 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 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. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.