This Vaya Influencer Network Program Operating Agreement (“Operating Agreement”) contains the terms and condition that govern your participation in the Vaya Influencer Program (hereinafter referred to as “VIN”). “We”, “us” or “our” implies Shamaru Trading Company (“STC”), whereas “You” or “your” means the applicant for VIN program. “Your site” means any site(s), any software application(s) and any Mobile application that you use to promote Vaya products and drive conversion on Vaya.in site.

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 VAYA.IN SITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT, INCLUDING VIN PROGRAM PARTICIPATION REQUIREMENTS. 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 HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.

1. Description of the Program

• a. The VIN program allows you to promote and advertise products listed on Vaya.in, and earn a commission for qualifying purchases (defined in Section 7) made by visitors coming to the site through your promotional efforts.
• b. A “product(s)” is any item sold, including services provided at a cost, on the Vaya.in site.
• c. The above products qualify for a commission only when they have been included in the Commission Schedule.
• d. You are bound to use only the marketing collaterals, including images, text, link formats, widgets, links and any other linking tools and any other information as provided in your dashboard after logging into your VIN program account.
• e. You should not use any data, images, tet or any other information or content relating to products offered on any site other than Vaya.in site.

2. Enrolment to the program

• a. STC reserves the rights to enrol anyone to the program.
• b. You are required to fill the application form while registering for the VIN program, to the best of your knowledge providing accurate information.
• c. STC cannot verify any information provided by you, and hence it is your sole responsibility for the authencity of all data provided by you.
• d. STC has the rights to audit and request further documents to support your entry form
• e. Enrolment to the program can be rejected at the discretion of STC, and more particularly in instances where your site or network groups
• • i. promote or contain sexually explicit materials;
  • ii. promote violence or contain violent materials;
  • iii. promote or contain libelous or defamatory materials;
  • iv. promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
  • v. promote or undertake illegal activities;
  • vi. include any trademark of Vaya or its affiliates, or a variant or misspelling of a trademark of Vaya or its affiliates, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site (see the Trademark Guidelines for examples); or
  • vii. otherwise violate intellectual property rights.
• f. You can reapply in case your application is rejected, subject to correction of issues raised by STC
• g. During the program period, if at any time it is found that you are in violation of any of the clauses mentioned in this document, your membership with this program can be terminated with immediate effect, and without any warning.
• h. 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.
• i. STC 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.
• j. 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. Vaya Tagged Links

• a. Vaya Tagged Links (VTL) as provided in your VIN program account needs to be used for promoting Vaya products.
• b. VTL provides for accurate tracking, reporting and accrual of commission for qualified orders
• c. STC will not be responsible if the VTL are not embedded properly in your site, including to the extent that improper integration of VTL can impact tracking referral traffic from your site and your subsequent commission based on qualified orders

4. Program Requirement

• a. By participating in the VIN program, you agree
• • i. to comply with all the participation requirement and all pages, schedules, policies, guidelines and other documents and materials referenced in the Operating Agreement (collectively referred to as “Operational Document”).
  • ii. You will provide us with any information that we request to verify your compliance with this Operating Agreement.
  • iii. If we determine that you have not complied with any requirement or restriction described on the VIN 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):
  • • 1. withhold any advertising fees payable to you under this Operating Agreement,
    • 2. close any other accounts you may have or may open in the future, without payment of any commission
    • 3. terminate this Operating Agreement, or
    • 4. undertake all of the above actions..
  • iv. In addition, you hereby consent to us:
  • • 1. sending you emails relating to the VIN Program from time to time;
    • 2. monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of VTL (e.g., that a particular Vaya customer clicked through a VTL from your site before buying a product on the Vaya.in Site) in accordance with the Vaya.in Privacy Notice; and
    • 3. monitoring, crawling, and otherwise investigating your site to verify compliance with this Operating Agreement and the Operational Documentation

5. Responsibility for your site and network groups

• a. 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:
• • i. the technical operation of your site and all related equipment;
  • ii. displaying VTL 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 your site)
  • iii. 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 VTL);
  • iv. 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)
  • v. using the content, your site, and the materials on or within your site in a manner that is not harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous or otherwise in any manner whatsoever;
  • vi. disclosing on your site and network groups accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and 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
  • vii. any use that you make of the content and the Vaya Marks, whether or not permitted under this Operating Agreement.
• b. STC 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
• • i. 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
  • ii. 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
  • iii. your use of any content, whether or not such use is authorized by or violates this Operating Agreement, any Operational Documentation, or applicable law
  • iv. your violation of any term or condition of this Operating Agreement or any Operational Documentation or
  • v. your or your employees' negligence or wilful misconduct

6. Order processing

• a. STC will process product orders placed by customers who follow the VTL from your site or network groups to the Vaya.in Site.
• b. STC reserves the right to reject orders that do not comply with any requirements on the Vaya.in Site, as they may be updated from time to time.
• c. STC will track Qualifying Orders (defined in Section 7) for reporting and commission accrual purposes and will make available to you reports summarizing those Qualifying Orders

7. Commission

• a. STC will pay you commission on Qualifying Orders in accordance with Section 8 and the VIN Program Commission Schedule.
• b. In the event any excess payment has been made to you for any reason whatsoever, STC reserves the right to adjust or offset the same against any subsequent advertising fees payable to you under this Operating Agreement
• c. Subject to the exclusions set forth below, a “Qualifying Order” occurs when all of the following points are fulfilled
• • i. a customer clicks through a VTL on your site or network group to the Vaya.in site
  • ii. during a single session that the customer adds a product to his or her shopping cart and places the order for that product no later than 30 days following the customer’s initial click-through and
  • iii. the Product is shipped to, and paid for by, the customer.
  • iv. The customer does not return the product within the eligible return period.
• d. Qualifying Orders exclude, and STC will not pay commission on any of, the following:
• • i. any product that, after expiration of the applicable Session, is added to a customer’s Shopping Cart even if the customer previously followed a VTL from your site to the Vaya.in Site;
  • ii. any product purchase that is not correctly tracked or reported because the links from your site to the Vaya.in Site are not properly formatted;
  • iii. any product purchased for resale or commercial use of any kind;
  • iv. any product purchased after termination of this Operating Agreement;
  • v. any product order where a cancellation, return, or refund has been initiated; and
  • vi. any product purchased by a customer who is referred to the Vaya.in site through any of the following:
  • • 1. Prohibited Paid Search Placement; or
    • 2. a link to the Vaya.in 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.
  • vii. any Qualifying Order, which takes place in India, made through a mobile device or tablet wherein:
  • • 1. the mobile application of the Vaya Site is pre-loaded by the original equipment manufacturer ("OEM") on the device or tablet; or
    • 2. the mobile application of the Vaya Site is installed through a maintenance release or firmware update or firmware-based notifications sent by the OEM or the notification partner; or
    • 3. the mobile application of the Vaya Site is installed from a source other than Google Play store or iOS App Store
• e. “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 “Vaya,” “Tyffyn,” or any other trademark of Vaya or its affiliates ( see a non-exhaustive list of our trademarks), or variations or misspellings of any of those words (e.g., “tyffin,” “vaaya,” “”).
• f. “Redirecting Link” means a link that sends users indirectly to the Vaya Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.

8. Commission Payment

• a. STC will pay you commission on a monthly basis for Qualifying Orders shipped, in a given month, subject to any applicable withholding or deduction described below.
• b. STC will pay you approximately 45 days following the end of each calendar month, but we will accrue and withhold commission until the total amount due to you is at least INR1000
• c. The commission 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 STC can take input tax credit of the taxes paid.
• d. You undertake to comply with any of the applicable provisions of such law including but not limited to:
• • i. timely issuance of GST compliant invoices;
  • ii. making the invoices available to STC;
  • iii. depositing applicable taxes on a periodic basis; and
  • iv. correctly reporting them to the government under tax laws.
• e. If at any time credit of taxes is denied or payment of taxes is sought from STC, 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 STC against any denied credits or taxes recovered as well as any interest and penalties imposed on STC.
• f. If required by applicable Indian tax law, we may deduct or withhold taxes, levies or any similar amounts from the commission payable to you.
• g. If you are an Indian resident, commission payable to you will be subject to income tax withholding at the rate stipulated under applicable law.
• h. We will deduct or withhold taxes as per the provisions of Income Tax Act from any amounts payable to you under the VIN Program as mentioned above.
• i. In order to process your payment and for the purposes of tax remittance we will time to time request tax information from you.
• j. In the event of you not providing the required tax information, we reserve the right (in addition to any other rights or remedies available to us) to keep your fees in abeyance until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.
• k. 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.
• l. Further, if you are a non-resident, you agree to provide necessary documentation, as may be required, for STC to satisfy any reporting or any obligations with respect to the commission payable to you.
• m. If we deduct or withhold taxes from the commission 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).
• n. 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 the commission payable to you.
• o. You hereby agree that you will not pursue any claim against STC or any of its affiliates, and hereby waive all such claims you may now or in the future have, in respect of any taxes STC deposits with a relevant taxing authority pursuant to the this Operating Agreement.

9. Policies and Pricing

• a. Customers who buy products through the VIN Program are customers of the Vaya.in Site with respect to all activities they undertake in connection with the Vaya Site.
• b. Accordingly, as between you and STC, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Vaya.in site will apply to those customers, and the same may be changed at any time.

10. Identifying yourself as VIN program member

• a. 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.
• b. 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.
• c. You must, however, clearly state the following on your site: “[Insert your name] is a participant in the Vaya Influencer Network Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to Vaya.in.”

11. Limited License

• 1. Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising products on, and directing end users to, the Vaya.in site in connection with the VIN 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, “Vaya Marks”) solely on your site and in accordance with the Vaya Brand Guidelines.
• 2. 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 Vaya 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.
• 3. VIN Program IP License (“License”)
• • a. By accepting the Operating Agreement, or by accessing or using the Product Advertising Content (as defined hereinafter), you agree to be bound by this License.
  • b. 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 Vaya Marks we make available to you as part of the Product Advertising Content, solely on your Site and in accordance with the Vaya Brand Guidelines, unless otherwise provided for in this Operating Agreement, and (c) access and use the and Product Advertising Content solely in accordance with the Specifications and this License.
  • c. You will use Product Advertising Content solely in accordance with the terms of the Operating Agreement and within the express scope of the license granted herein. Without limiting the foregoing, you will: (a) use Product Advertising Content solely to send end users and sales to the Vaya.in site and will not link any Product Advertising Content to, or in conjunction with any Product Advertising Content, direct traffic to any page of a site other than the Vaya.in site (however, parts of your site that are not closely associated with the Product Advertising Content may contain links to sites other than the Vaya.in site) and (b) link each use of the Product Advertising Content solely to the related Product detail page or other relevant page of the Vaya Site and not to any other page.
  • d. The License will immediately and automatically terminate if at any time you do not timely comply with any obligation under the Program Documents (as defined in the Fee Schedule), or otherwise upon termination of this Operating Agreement. In addition, we may terminate the License in whole or in part upon written notice to you. You will promptly stop using the Product Advertising Content and promptly remove from your Site and delete or otherwise destroy all of the Product Advertising Content and Vaya Marks with respect to which the License is terminated or as we may otherwise request from time to time.
  • e. Product Advertising Content Usage Requirements.
  • • i. Description. Under this License, we may make available to you Product Advertising Content including the following:
    • • i. Data, images, audio, video, logos, user interface designs, and other creative designs; and
      • ii. Textual materials, such as textual Product information.
    • ii. Usage Requirements. By using Product Advertising Content, you agree to comply with following requirements:
    • • i. You will use Product Advertising Content only in a lawful manner in accordance with and within the express scope of the terms of this License and this Operating Agreement. You will not use the Product Advertising Content with any site or application, or in any other manner, that does not have the principal purpose of advertising and marketing the Vaya.in site and driving sales of products and services on the Vaya.in site.
      • ii. You will comply with all pages, schedules, policies, guidelines, and other documents and materials, including all Specifications, referenced in this License and the Operational Documentation.
      • iii. You will link each use of Product Advertising Content to, and only to, the relevant page of the Vaya.in site (for example, the relevant Product detail page or other page to which particular Product Advertising Content most directly relates), and you will not link any Product Advertising Content to, or in conjunction with any Product Advertising Content direct traffic to, any page of a site other than the Vaya.in site (however, parts of your application that are not closely associated with Product Advertising Content may contain links to sites other than the Vaya.in site).
    • iii. You will not, without our express prior written approval, use any Product Advertising Content or VTL, or otherwise link to the Vaya.in site, or in connection with : (a) any client-side software application (e.g., a browser plug-in, helper object, toolbar, extension, component, or any other application executable or installable by an end user) on any device, including computers, mobile phones, tablets, or other handheld devices (other than Approved Mobile Applications); or (b) any television set-top box (e.g., digital video recorders, cable or satellite boxes, streaming video players, blu-ray players, or dvd players) or Internet-enabled television (e.g., GoogleTV, Sony Bravia, Panasonic Viera Cast, or Vizio Internet Apps)).
    • iv. You will not add to, delete from, or otherwise alter any Product Advertising Content in any way, including by adding additional information (e.g., you may not insert words into a customer review), except that you may resize Product Advertising Content consisting of a graphic image in a manner that maintains the original proportions of the image or truncate Product Advertising Content consisting of text in a manner that does not materially alter the meaning of the text or cause the text to become factually incorrect, misleading, or contrary to any law, regulation or industry guideline.
    • v. You will promptly remove from your application and delete or otherwise destroy any Product Advertising Content that is no longer displayed on the Vaya.in site or that we notify you is no longer available for your use.
    • vi. You will not include on your application, display, or otherwise use Product Advertising Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
    • vii. You will not, without our express prior written approval, repurpose any Product Advertising Content or in connection with any software or other application intended for use by persons or entities that offer products on the Vaya.in site.
    • viii. You will not (i) compile or use Product Advertising Content for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other advertising activities; or (ii) remove, obscure, alter, or make invisible, illegible, or indecipherable, any notice, including any notice of intellectual property or proprietary right, appearing on or contained within the Product Advertising Content, or Specifications.
    • ix. You will not issue any press release or make any other public communication with respect to this License or your use of the Product Advertising Content. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this License.
    • x. You will not, and will not attempt to (i) modify, alter, tamper with, repair, or otherwise create derivative works of the Specifications or any software included in Product Advertising Content; or (ii) reverse engineer, disassemble, decompile, or otherwise derive any source code of or any software included in Product Advertising Content.
    • xi. You will not, without our express prior written approval, sell, resell, redistribute, sublicense, or transfer (i) any Product Advertising Content; or (ii) any application that displays Product Advertising Content. For example, you may not use Product Advertising Content on or within any application, platform, site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to Product Advertising Content to any other person or entity. If you obtain our approval to sell, resell, redistribute, sublicense, or transfer a client application that client application must comply with this License, including subsection (xiii) and the last sentence of subsection (xv) below.
    • xii. You will not store or cache Product Advertising Content consisting of an image, but you may store a link to Product Advertising Content consisting of an image for up to 24 hours. Notwithstanding the foregoing, if your application includes a client application, the client application may not store or cache Product Advertising Content. Upon our request you will, within three business days of our request, furnish us with a copy of any client application that includes or uses Product Advertising Content for the purpose of verifying your compliance with this License.
    • xiii. If you display Product Advertising Content consisting of text on your application, you will include the following disclaimer in plain view to end users of your application: “CERTAIN CONTENT THAT APPEARS [IN THIS APPLICATION or ON THIS SITE, as applicable] COMES FROM SHAMARU TRADING COMPANY. THIS CONTENT IS PROVIDED ‘AS IS’ AND IS SUBJECT TO CHANGE OR REMOVAL AT ANY TIME.”
    • You agree to provide us with any information that we request to verify your compliance with this License.
    • xiv. In addition to any other rights available to us under applicable law, we may terminate this License if we determine that you or other persons that we determine are affiliated with you or acting in concert with you (whether in respect to any existing or previously terminated account):
    • • i. have not complied with any requirement or restriction described in this License or have otherwise violated this License;
      • ii. have not complied with any requirement or restriction in, or otherwise violated, any agreements governing participation in any Associates Program offering provided by us or any of our affiliates

12. Reservation of Rights; Submissions

• a. 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 hereunder otherwise, acquire any ownership interest or rights in or to, the VIN Program, VTLs, link formats, Content, Product Advertising Content, any domain name owned or operated by us, information and materials on any Vaya.in site or the Associates Site, our and our affiliates’ trademarks and logos (including the Vaya 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).

13. Compliance with Laws

In connection with your participation in the Program you will comply with all applicable laws of India including but not limited to ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you.

14. Term and Termination

The term of this 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 Vaya Marks and promptly remove from your site and delete or otherwise destroy all links to the Vaya Site, all Vaya 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 commission for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Upon any termination of this 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.

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 revised Operational Documentation on the Vaya.in site or by sending notice of such modification to you by email to the email address then- currently associated with your VIN Program 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 VIN Program Commission Schedule, VIN 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 VAYA SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

16. Relationship of Parties

You and we are independent contractors, and nothing in this 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 VAYA.IN 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 VAYA.IN SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL COMMISSION 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.

18. Disclaimers

THE PROGRAM, THE VAYA.IN SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE VAYA.IN SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, VAYA.IN DOMAIN NAME AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE VAYA MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE VAYA 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 [Chennai, in the State of Tamil Nadu in India] shall have the exclusive jurisdiction over any dispute relating or arising in any way from the matter under the Program or this Operating Agreement.

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.

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 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 VIN 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 STC'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 VTL in your Approved Mobile Application. "We," "us," or "our" means Shamaru Trading Company 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:

• 1. must be free to download and all Vaya.in links must be accessible without paying for access;
• 2. must have original content;
• 3. must not emulate STC’s own shopping app functionality;
• 4. must not have price tracking and/or price alerting functionality, unless approved in advance by Vaya in writing;
• 5. must not host or render Vaya.in web pages in WebViews.

We may modify this Mobile Application Policy at any time and in our sole discretion by posting a change notice or revised or a revised Mobile Application Policy on the Vaya 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 VAYA 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.