AFFILIATE PROGRAM T&Cs

AFFILIATE PROGRAM TERMS AND CONDITIONS

EFFECTIVE DATE: 30 NOVEMBER 2022

LAST UPDATED: 30 NOVEMBER 2022

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

This Affiliate Program Membership Agreement (“Membership Agreement”) contains the terms and conditions that govern your participation in the Affiliate Program (the “Program”). “We,” “us,” or “our'' means CHXCO CLUB and GoAffPro.com. “You” or “your'' means the applicant. A “site” means a website. “Partner Site” means CHXCO CLUB, the e-commerce/retail partner using the GoAffPro 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 a product on the Partner Site by a customer using your referral link. “Official CHXCO CLUB Affiliate'' means a successful applicant that has been approved by CHXCO CLUB.

DESCRIPTION OF THE PROGRAM

When advertising CHXCO CLUB products in exchange for advertising fees, you automatically agree to the following:

i) CHXCO CLUB grants you permission to advertise the CHXCO CLUB products available to you using GoAffPro.com, on your site and/or social media which shall link back to the CHXCO CLUB website. This excludes any products that are explicitly defined as excluded products on GoAffPro.

ii) Products only include a selection of the official CHXCO CLUB merchandise.

iii) We may make available to you (through GoAffPro), official CHXCO CLUB content which consists of:

Data
Images
Text
Link formats
Widgets
Links
Other linking tools
Other information in connection with the program

ENROLLMENT

When enrolling into the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) You must submit a complete and accurate program application.

ii) You must identify your site and/or social media in your application.

iii) We will evaluate your application and notify you of its acceptance or rejection.

iv) We may reject your application in our sole discretion including if we determine that your site is unsuitable. Unsuitable sites include those that:

Promote or contain explicitly sexual materials
Promote violence or contain violent materials
Promote or contain libellous or defamatory materials
Promote discrimination or employ discriminatory practises, based on race, sex, religion, nationality, disability, sexual orientation or age
Promote or undertake illegal activities
Include any trademark(s) of CHXCO CLUB unless provided to you specifically via the GoAffPro website
Otherwise violate intellectual property rights

v) 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 Membership Agreement at any time at our sole discretion.

vi) 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.

vii) We may send notifications (if any), approvals (if any), and other communications relating to the program and this Membership Agreement to the email address at the time associated with your program account.

viii) 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 and it is your responsibility to ensure your email address is current and up to date.

LINKS ON YOUR SITE AND SOCIAL MEDIA

When advertising links that are linked to the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) After you have been notified that you have been accepted into the program, you may display special links on your site and/or social media. (Special links are links to the CHXCO CLUB website that you place on your site in accordance with this Membership Agreement, that properly utilise the special “tagged” link formats that are provided via GoAffPro, and that comply with the Affiliate Program Linking Requirements. Special Links permit accurate tracking, reporting, and accrual of advertising fees.)

ii) You may earn advertising fees only as described in “ADVERTISING FEES'' and only with respect to the appropriate and correct activity on the CHXCO CLUB website 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 CHXCO CLUB website 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 Membership Agreement.

iii) 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 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.

iv) 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 assigned to you expressly for your Approved Mobile Applications.

PROGRAM REQUIREMENTS

By participating in the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) You will comply with the Affiliate Program Participation Requirements and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Membership Agreement.

ii) You will provide us with any information that we request to verify your compliance with this Membership Agreement or any Operational Documentation.

iii) If we determine that you have not complied with any requirement(s) or that you have otherwise violated this Membership Agreement, we may (in addition to any other rights or remedies available to us):

Withhold any advertising fees payable to you under this Membership Agreement
Close any other accounts you may have or may open in the future, without payment of any advertising fees
Terminate this Membership Agreement
Or, undertake all of the above actions

In addition, you hereby consent to us:

Sending you emails relating to the program from time to time
Monitoring, recording, using, and disclosing information about your site, social media and visitors to your site and/or social media 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 or social media before buying a product on the CHXCO CLUB website) in accordance with the websites Privacy Policy
Monitoring, crawling, and otherwise investigating your site to verify compliance with this Membership Agreement.

RESPONSIBILITY FOR YOUR SITE AND SOCIAL MEDIA

By taking responsibility for your site and social media in relation to the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) You will be solely responsible for your site and social media, including its development, operation, maintenance and all materials that appear on or within it. For example, you will be solely responsible for (but not limited to):

The technical operation of your site and social media and all related equipment;
Displaying special links and the available content via GoAffPro on your site and/or social media in compliance with this Membership Agreement and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site)
Creating and posting, as well as ensuring the accuracy, completeness, and appropriateness of, materials posted on your site and/or social media (including all product descriptions and other product-related materials and any information you include within or associate with special links)
Using the content available to you via GoAffPro, your site and/or social media, and the materials on or within your site and/or social media in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights)
Using the content available to you via GoAffPro, your site and/or social media, and the materials on or within your site and/or social media in a manner that is not (but not limited to) harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous or otherwise in any manner whatsoever
Disclosing on your site and/or social media 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 recognise cookies on visitors’ browsers; and
Any use that you make of the content, as long as it is permitted under this Membership Agreement.

ii) 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 and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including but not limited to, attorneys’ fees) relating to:

Your site and/or social media or any materials that appear on your site and/or social media, including the combination of your site or those materials with other applications, content, or processes
The use, development, design, manufacture, production, advertising, promotion, or marketing of your site and/or social media or any materials that appear on or within your site and/or social media, and all other matters described in this section
Your use of any content, whether or not such use is authorised by or violates this Membership Agreement, any operational documentation, or applicable law
Your violation of any term or condition of this Membership Agreement or any operational documentation or
Your or your employees' negligence or wilful misconduct

ORDER PROCESSING

When reading through the order processing, you automatically agree to the following:

i) We will process product orders placed by customers who follow special links from your site and/or social media to the CHXCO CLUB website.

ii) We reserve the right to reject orders that do not comply with any requirements on the CHXCO CLUB website, as they may be updated from time to time.

iii) We will track qualifying purchases for reporting and advertising fee accrual purposes and will make available to you reports summarising those qualifying purchases.

ADVERTISING FEES

When reading through the advertising fees, you automatically agree to the following:

i) We will pay you advertising fees on qualifying purchases in accordance with “ADVERTISING FEE PAYMENT” and the Affiliate Program Commissions Schedule.

ii) 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 Membership Agreement.

iii) Subject to the exclusions set forth below, a “qualifying purchase” occurs when:

A customer clicks through a special link on your site and/or social media to the CHXCO CLUB website
During a single session 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 the Product is shipped to, and paid for by, the customer

iv) A “session” begins when a customer clicks through a special link on your site to the CHXCO CLUB website and ends upon the first to occur of the following:

24 hours elapses from that click
The customer places an order for a product
Or the customer follows a special link to the CHXCO CLUB website that is not your special link.

v) 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, even if the customer previously followed a special link from your site to the CHXCO CLUB website
Any product purchase that is not correctly tracked or reported because the links from your site to the CHXCO CLUB website are not properly formatted
Any product purchased through a special link by you or on your behalf, including products you purchase through special links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity)
Any product purchases that include a discount code whether through CHXCO CLUB officially or a third party, unless agreed with written consent by CHXCO CLUB
Any product purchased for resale or commercial use of any kind
Any product purchased after termination of this Membership Agreement
Any product order where a cancellation, return, or refund has been initiated
Any product purchased by a customer who is referred to the CHXCO CLUB website through any of the following:
- A Prohibited Paid Search Placement
- A link to the CHXCO CLUB website, 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 organisation, or other benefit) for using special links (e.g., by implementing any “rewards” or loyalty program that incentivises persons or entities to visit the CHXCO CLUB website via your special links)
Any product purchased through a special link in a Mobile Application that was not an Approved Mobile Application or where the special link in an Approved Mobile Application was not served by the Approved Mobile Application API, Product Advertising API or other linking tools that we or GoAffPro make available to you
Any qualifying purchase, which takes place globally, made through a mobile device or tablet wherein:
- Pay-Per-Click advertising is strictly prohibited
Any qualifying purchase where you have posted links and/or coupon codes on "coupon website" are strictly prohibited. For definition of a coupon website see below:
- Posting coupon offers on your website with "reveal the coupon code" or similar phrase that stimulates visitors to click to reveal a coupon code and go to the CHXCO CLUB website is prohibited
The mobile application of the CHXCO CLUB website is pre-loaded by the original equipment manufacturer ("OEM") on the device or tablet
The mobile application of the CHXCO CLUB website is installed through a maintenance release or firmware update or firmware based notifications sent by the OEM or the notification partner
The mobile application of the CHXCO CLUB website is installed from a source other than Google Play store or iOS App Store

vi) Whether you are classified as a Coupon Affiliate shall be determined by CHXCO CLUB in its sole discretion. Factors that may lead to classification as "Coupon Affiliate" include (but not limited to):

The presence of coupon offerings, especially from many different merchants, on your website and/or social media, especially if such coupons represent many different merchants and/or are indexed or are organised in a directory
The presence of certain words (or variations or misspellings thereof) in the website's URL or prominently featured in the website's and/or social media content, such as "coupons," "deals" or "savings"
A website that is focused on other merchants and the discounts or promotions offered by them, rather than on products, and that features little original, human- generated content

vii) “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.

viii) “Proprietary Term” means keywords, search terms, or other identifiers that include the word “CHXCO CLUB,” or any other trademark of CHXCO CLUB, or variations or misspellings of any of those words (e.g., "CHOCO CLUB").

ix) “Redirecting Link” means a link that sends users indirectly to the CHXCO CLUB website 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 webpage.

x) “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.

ADVERTISING FEE PAYMENT

When reading through the advertising fee payment in relation to the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) We will pay you advertising fees on a monthly basis for qualifying purchases shipped (as applicable) in a given month, subject to any applicable withholding or deduction described below.

ii) We will pay you approximately 30 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 50 GBP (£50) in case of any transfers and/or transfer fees that are to be deducted from the advertising fees from the payment option applicable at the time.

iii) The advertising fee payable to you is before any taxes and all taxes from the monies paid out to you must be filed and completed by you in accordance to the laws and regulations of the country you are a tax resident.

iv) CHXCO CLUB and GoAffPro are not and will not be liable for your taxes, regardless of the tax type and the tax you owe and will not be held liable from now and in the future. You are solely responsible for completing and filing any and all of your taxes.

v) If at any time payment of taxes is sought from CHXCO CLUB or GoAffPro, 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 CHXCO CLUB and GoAffPro against any taxes recovered as well as any interest and penalties imposed on CHXCO CLUB and GoAffPro and it is your responsibility to pay the interest and penalties imposed on CHXCO CLUB and GoAffPro.

POLICIES AND PRICING

When reading through the policies and pricing in relation to the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) Customers who buy products through this program are customers of the CHXCO CLUB website with respect to all activities they undertake in connection with the CHXCO CLUB website. 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 CHXCO CLUB website will apply to those customers, and the same may be changed at any time.

IDENTIFYING YOURSELF AS AN OFFICIAL CHXCO CLUB AFFILIATE

When reading through identifying yourself as an Official CHXCO CLUB Affiliate in relation to the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) You will not issue any press release or make any other public communication with respect to this Membership Agreement, your use of the content available to you, or your participation in the program.

ii) 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 Membership Agreement.

iii) You must, however, clearly state the following on your site: “[Insert your name] is an Official CHXCO CLUB Affiliate in the CHXCO CLUB Affiliate Program, an Affiliate Program designed to earn advertising fees by advertising and linking to the CHXCO CLUB website”

LICENCE

By reading through the licence in relation to the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) Subject to the terms of this Membership Agreement and solely for the limited purposes of advertising products on, and directing end users to, the CHXCO CLUB website in connection with the Affiliate Program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free licence to:

Copy and display the content made available through GoAffPro solely on your site and/or social media
Use only those of our trademarks and logos that we may make available to you as part of content (those trademarks and logos, collectively, owned by “CHXCO HOLDINGS LIMITED”) solely on your site and/or social media and in accordance with the Affiliate Program

ii) All licences set forth in this section will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Membership Agreement or any Operational Documentation, or otherwise upon termination of this Membership Agreement.

iii) In addition, we may terminate the licence set forth in this section in whole or in part upon written notice to you. You will promptly remove from your site and social media and delete or otherwise destroy all of the content as well as deleting or otherwise destroying all of the CHXCO CLUB and CHXCO HOLDINGS LIMITED trademarks and intellectual property with respect to which the licence set forth in this section is terminated or as we may otherwise request from time to time.

iv) By accepting the Membership 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 the products (“Product Advertising Content”) which we may make available to you, you agree to be bound by this Licence.

v) Subject to the terms of this Licence and solely for the limited purposes of participation in the Affiliate Program in strict compliance with the Membership Agreement (including this Licence and the other Operational Documentation), we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free licence to:

Copy and display Product Advertising Content solely on your site and/or social media
Use only those of the CHXCO CLUB content we make available to you via GoAffPro as part of the Product Advertising Content, solely on your site and/or social media and in accordance with the Affiliate Program, unless otherwise provided for in this Membership Agreement
Access and use the PA API, Data Feed, and Product Advertising Content solely in accordance with the specifications and this Licence.

RESERVATION OF RIGHTS; SUBMISSIONS

By reading through the reservation of rights; submissions in relation to the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) Other than the limited licences expressly set forth in “LICENCE”, 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 Membership Agreement or the licence hereunder otherwise, acquire any ownership interest or rights in or to:

The Affiliate Program
Special links
Link formats
Content
PA API
Data feeds
Product advertising content
Any domain name owned or operated by us
Any information and materials on the CHXCO CLUB website and its social media or the Affiliates site and social media
Our trademarks and intellectual property, including (but not limited to): the CHXCO CLUB NFTs, brand, logos, visual work, audio work, moving visual work, trademarks, copyrights, merchandise and modifications, (including the GoAffPro Marks)
Any other intellectual property and technology that we provide or use in connection with the Affiliate Program (including any application program interfaces, software development kits, libraries, sample code, and related materials).

ii) If you provide us with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Membership Agreement, any content, or your participation in the Affiliate Program, or if you modify any content in any way, (collectively, “Your Submission”), you hereby irrevocably assign to us all right(s), title(s), and interest(s) 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 copyright and intellectual property making CHXCO HOLDINGS LIMITED the owner of any and all work(s) under “Your Submission”.

iii) Any/all design(s), concept(s), character(s), art, name(s) and/or ideas are the sole property of CHXCO CLUB.

iv) You understand that CHXCO HOLDINGS LIMITED own the intellectual property including (but not limited to) the CHXCO CLUB NFTs, brand, logos, visual work, audio work, moving visual work, trademarks, copyrights, merchandise and modifications and CHXCO HOLDINGS LIMITED as well as any of its subsidiaries have the right to use the merchandise for both personal and commercial purposes at any given time.

v) Should you contribute towards the creation and/or design and/or any ideas in relation to CHXCO CLUB and the CHXCO CLUB Affiliate Program with your own unique idea(s) and concept(s), the copyright as well as any and all intellectual property shall be automatically be owned by CHXCO HOLDINGS LIMITED without the need of prior written consent/permission from you with no fee given to company.

COMPLIANCE WITH LAWS

By reading the compliance with laws in relation to the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) In connection with your participation in the CHXCO CLUB Affiliate Program you will comply with all applicable laws of the United Kingdom including but not limited to ordinances, rules, regulations, orders, licences, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you.

TERM AND TERMINATION

By reading the term and termination in relation to the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) The term of this Membership Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either you or us.

ii) Either you or we may terminate this Membership Agreement at any time, with or without cause, by giving the other party written notice of termination.

iii) Upon any termination of this Membership Agreement, any and all licences you have with respect to content will automatically terminate and you will immediately stop using the content, CHXCO CLUB and CHXCO HOLDINGS LIMITED trademarks and intellectual property and GoAffPro Marks and promptly remove from your site and social media and delete or otherwise destroy all links to the CHXCO CLUB website, all CHXCO CLUB AND CHXCO HOLDINGS LIMITED trademarks and intellectual property, GoAffPro Marks, all other content, and any other materials provided or made available by or on behalf of us to you under this Membership Agreement or otherwise in connection with the CHXCO CLUB Affiliate Program.

iv) 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).

v) Upon any termination of this Membership Agreement, all rights and obligations of the parties will be extinguished, together with any accrued but unpaid payment obligations of us under this Membership Agreement, will survive the termination of this Membership Agreement.

vi) No termination of this Membership Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Membership Agreement prior to termination.

MODIFICATION

By reading the modification in relation to the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) We may modify any of the terms and conditions contained in this Membership 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 CHXCO CLUB website.

ii) Modifications may include, for example, changes to the Affiliate Program Advertising Fee Schedule, Affiliate Program Participation Requirements, payment procedures, and other Program requirements.

iii) If any modification is unacceptable to you, your only recourse is to terminate this Membership Agreement. Your continued participation in the CHXCO CLUB Affiliate Program following the effective date of any modification (e.g., the date of our posting of a change notice, revised Membership Agreement or revised operational documentation on the CHXCO CLUB website) will constitute your binding acceptance of the change.

RELATIONSHIP OF PARTIES

By reading the relationship of parties in relation to the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) You and we are independent contractors, and nothing in this Membership Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us.

ii) You will have no authority to make or accept any offers or representations on our behalf.

iii) You will not make any statement, whether on your site and/or social media or otherwise, that contradicts or may contradict anything in this section.

iv) If you authorise, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Membership Agreement, you will be deemed to have taken the action yourself.

LIMITATION OF LIABILITY

By reading the limitation of liability in relation to the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) We will not be liable for indirect, incidental, special, consequential or exemplary damages (including, but not limited to) any loss of:

Revenue
Profits
Goodwill
Use
Data

Arising in connection with this:

Membership Agreement
The CHXCO CLUB Affiliate Program
Operational Documentation
The CHXCO CLUB website
The GoAffPro Website
The service offerings

Even if we have been advised of the possibility of those damages.

ii) Further, our aggregate liability arising in connection with the:

Membership Agreement
The CHXCO CLUB Affiliate Program
The CHXCO CLUB website
The GoAffPro website
Service offerings

Will not exceed the total advertising fees paid or payable to you under this Membership Agreement in the 12 months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred.

DISCLAIMERS

By reading the disclaimers in relation to the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) The CHXCO CLUB Affiliate Program, the CHXCO CLUB website, any products and services offered on the CHXCO CLUB website, any special links, link formats, operation documentation, content, chxcoclub.com domain name, goaffpro.com domain name, CHXCO CLUB and CHXCO HOLDINGS LIMITED trademarks, intellectual property and logos, the GoAffPro Marks and all technology, software, functions, materials, data, images, text and other information and content provided or used by or on behalf of us in connection with the CHXCO CLUB Affiliate Program (collectively the “service offerings”) are provided “as is.”

ii) We do not and shall not 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 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.

iii) 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.

iv) We do not and shall not 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.

v) We will not and shall not be responsible for any:

Errors
Inaccuracies
Service interruptions (including power outages or system failures)

Any unauthorised access to or alteration of or deletion, destruction, damage or loss of your site or any data, images, text or other information or content.

vi) No advice or information obtained by you from us or from any other person or entity or through the CHXCO CLUB Affiliate Program, content, operation documentation, the GoAffPro website or the CHXCO CLUB website or the Affiliate Program website will create any warranty not expressly stated in this Membership Agreement.

vii) Further, we will not and shall not be responsible for any compensation, reimbursement or damages arising in connection with:

Any loss of prospective profits or revenue
Anticipated sales
Goodwill
Other benefits
Any investments
Expenditures
Commitments by you in connection with this Membership Agreement
Your participation in the CHXCO CLUB Affiliate Program
Any termination of this Membership Agreement

GOVERNING LAW AND DISPUTES

By reading the governing law and disputes in relation to the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) This Membership Agreement will be governed by the laws of the United Kingdom, without regard to the principle of conflict of laws.

ii) The courts at England and Wales shall have the exclusive jurisdiction over any dispute relating or arising in any way from the matter under the Program or this Membership Agreement.

iii) Notwithstanding anything to the contrary in this Membership 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.

iv) 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.

MISCELLANEOUS

By reading the miscellaneous section in relation to the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) You acknowledge and agree that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Membership Agreement or operate sites and/or social media accounts that are similar to or compete with your site and/or social media.

ii) You may not assign this Membership Agreement, by operation of law or otherwise, without our express prior written approval.

iii) Subject to that restriction, this Membership Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns.

iv) Our failure to enforce your strict performance of any provision of this Membership Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Membership Agreement.

v) In the event of any conflict between this Membership Agreement and the Operational Documentation, the Affiliate Program Excluded Products page will control over this Membership Agreement, which will control over the remainder of the Operational Documentation. Whenever used in this Membership 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.”

vi) 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 Membership Agreement, may be made, taken, or given at our sole discretion.

vii) Any information relating to us in connection with the Membership Agreement that is not known to the general public is considered ("Confidential Information"). You agree that:

All Confidential Information will remain CHXCO CLUB and GoAffPro’s exclusive property
You will use Confidential Information only as is reasonably necessary for your performance under the Membership 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
You will not otherwise disclose Confidential Information to any individual, company or other third party

viii) 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 Membership 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 fulfil any requirements under applicable laws.

ix) 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

By reading the mobile application policy in relation to the CHXCO CLUB Affiliate Program, you automatically agree to the following:

i) 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 the CHXCO CLUB websites own shopping app functionality (if any)
Must not have price tracking and/or price alerting functionality, unless approved in advance by CHXCO CLUB in writing
Must not host or render CHXCO CLUB’s site's web pages in WebViews

ii) 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 CHXCO CLUB website.

iii) If any modification is unacceptable to you, your only recourse is to terminate your participation in the CHXCO CLUB Affiliate Program.

iv) 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 CHXCO CLUB website will constitute your binding acceptance of the change.

v) 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.