Affiliate Program Terms and Conditions

This Affiliate Agreement (“Agreement”) contains the complete terms and conditions between The Gold Marketplace, LLC and its subsidiaries, partners and joint venturers (“The Gold Marketplace”, “we”, “our”, “us”), and you (“Affiliate”, “you”, “your”), regarding your application to participate as an affiliate of The Gold Marketplace — a business, individual or entity applying for participation in The Gold Marketplace Affiliate Program, or that displays our products, services and/or promotions on its website and/or through offline representation through the affiliate tracking code in exchange for receiving remuneration from The Gold Marketplace for sales resulting from such display.

BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE GOLD MARKETPLACE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

Enrollment

To enroll in the Affiliate Program, you must submit an affiliate application and be approved.

We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for our Affiliate Program for any reason, including, but not limited to, inclusion of content that is, in our opinion, unlawful or otherwise does not meet our standards of quality and acceptability.

If we reject your application for any reason you may not re-apply to The Gold Marketplace Affiliate Program utilizing the same domain name/URL if that domain name/URL has already been rejected nor may you re-apply using a different domain/URL name, then add the previously rejected domain name/URL. The Gold Marketplace, in its sole discretion, reserves the right to notify or to not notify any prospective affiliate of their rejection or removal from The Gold Marketplace Affiliate Program at any time.

Qualifying Sites

The Gold Marketplace reserves the right to refuse any site entry into The Gold Marketplace Affiliate Program based on site content. Sites that do not qualify for the Affiliate Program include sites which:

• Promote sexually explicit materials
• Promote violence
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• Promote illegal activities
• List coupon codes or discounts that were NOT officially provided to them by The Gold Marketplace. Want to promote a coupon? Contact us and we can work with you. You may NOT promote coupon codes you may have found elsewhere online. Doing so can result in the termination of your affiliate account and withholding of affiliate payments for violating our affiliate agreement.
• Infringe or otherwise violate any copyright, trademark, or other intellectual property rights of The Gold Marketplace or any other site.

Promotion of our Affiliate Relationship

If you qualify and agree to participate as an Affiliate, we will make available to you a variety of graphic and textual links (each of these links sometimes being referred to herein as “Links” or, individually, as a “Link”), which are subject to the terms and conditions hereof. The Links will serve to identify your site as a member of The Gold Marketplace Affiliate Program and will establish a Link from your sites, applications or e-mails to ours. The Links may connect to any area of our site (although commissions will only be issued on qualified purchases). In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links.

You also agree that you will display on your site only those graphic or textual images (indicating a Link) provided by us or expressly approved in advance in writing by The Gold Marketplace. Furthermore, you agree not to use ‘cookie stuffing’ or similar techniques that set the affiliate tracking cookie without the referred customer’s knowledge that it is accessing The Gold Marketplace site.

EXCEPT AS PERMITTED EXPLICITLY IN THIS AGREEMENT, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE GOLD MARKETPLACE TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) (ALL OF THE FOREGOING, INCLUDING WITHOUT LIMITATION, THE “LINKS” AND THE “LICENSED MATERIALS” (DEFINED BELOW), ARE REFERRED TO HEREIN AS “OUR IP”), WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE OUR IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES),  ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) CAUSE OR CREATE OR ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY “INITIAL INTEREST CONFUSION” OVER THE USE OF OUR IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF OUR IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER (IN ADDITION TO BEING A BREACH OF THIS AGREEMENT) SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF OUR TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILLFUL INFRINGEMENT), AND THE OBLIGATION TO PAY OUR LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH WE SEEK TO ENFORCE OUR RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF OUR INTELLECTUAL PROPERTY RIGHTS.

All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. You are not allowed to post any refunds, credits or discounts, or other content concerning The Gold Marketplace, unless we have given you prior written permission in each instance. Affiliates may only use coupons and discounts that are provided exclusively through the Affiliate Program using banners and links. Each Link connecting users of your site to the pertinent area of our site shall in no way alter the look, feel, or functionality of our site. Any violation of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in your termination from the program or withholding of commissions.

We reserve the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Affiliate Program.

FTC Endorsement Compliance

It is the intent of The Gold Marketplace to treat our customers fairly and to comply fully with all Federal Trade Commission regulations related to advertising. As such, we require our affiliates to comply with these regulations. This includes, but is not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the use of Endorsements and Testimonials in Advertising, which requires, among other criteria, that material connections between advertisers and endorsers be disclosed. This means that directories, review/rating sites, blogs and other websites, email or collateral that purport to provide an endorsement or assessment of an advertiser (in this case The Gold Marketplace) must prominently disclose the fact that financial or in-kind compensation is provided from the advertiser.

The Gold Marketplace reserves the right to withhold commissions and cancel the affiliate relationship with you should we determine, at our sole and absolute discretion, that you are not in compliance with the previously mentioned guide or other FTC regulations/guides we deem relevant.

Order Processing

We will process orders placed by referred customers who follow the Links from your website to thegoldmarketplace.com. We reserve the right, in our sole and absolute discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, including The Gold Marketplace service, cancellation, processing, refunds and payment processing will be our responsibility. We will track the qualified purchases generated by your website and will make this information available to you through our website. To permit accurate tracking, reporting, and commission accrual, it is solely your responsibility to ensure that the Links between your website and our website are properly formatted and maintained.

Commission Accrual and Qualification

Affiliates will receive a share of the net revenue as a commission from orders placed by users carrying a properly coded Affiliate identifier on their computer as a cookie, coded in their session from a proper Affiliate link, or associated with their registration information from a prior session.

The commission will be equal to the specified percentage or dollar amount set forth, or what is reflected on the settings of your Affiliate account online when available, on a qualified purchase by a referred customer which occurs during the period for which such commission is being calculated.

For a sale to generate a commission to an Affiliate, the customer must complete an order form and remit full payment for the product ordered. Further, each referred customer and each qualified purchase must meet the following criteria:

• Each referred customer must be a new and unique visitor to The Gold Marketplace and must register by completing and submitting the registration form, or an order form, using a valid and unique account identifier and billing information.
• Commissions will not be paid for a referred customer that has transferred from any of our partners or subsidiaries.
• Each referred customer must make a qualified purchase, and provide a valid payment for the purchased The Gold marketplace Products or Services. To generate a commission for you, each referred customer must be an active, qualified customer of The Gold Marketplace and must be up-to-date in all payments at the time the commissions are processed and not have been subject to a refund, credit, cancellation, suspension or chargeback.
• Each referred customer must sign up in a manner which in our sole judgment, definitively establishes that the referred customer was referred directly from you to The Gold Marketplace under this Agreement.
• Each referred customer must remain in compliance with our User Agreement and other policies that are active at the time the commissions are processed.

Commissions will accrue up to 30 days from order acceptance to ensure orders are paid in full and not subject to any reversals issued against the order or customer account, including but not limited to: cancellations, refunds, market loss charges, bank transfer reversals, and credit card chargebacks. Any such refunds or fees will be appropriately deducted from the Affiliate’s commissions at the time they occur, including after the hold period if necessary.

Commissions will only be paid on sales that are made when the customer clicks through qualified, correctly structured Affiliate Links. Properly coded Links are the sole responsibility of the Affiliate.

Payment of commissions

The Gold Marketplace will pay Affiliates on a monthly basis, typically within 15 to 30 days of the end of the prior month, for all accrued commissions.

Commissions will accrue and only become payable once you (i) provide all relevant tax and address documentation and (ii) reach a commission level of $100.00 US Dollars (the “Commission Threshold”) based on the applicable commission rates, all as applied only to qualified purchases which occurred within three (3) months of the end of the calendar month in which the qualified purchases occurred. For example, if you provide sign-ups which result in qualified purchases that meet the commission Threshold on January 5th, you must provide all relevant tax and address documentation by March 30th of the same year in order for commissions to accrue and become payable. All qualified purchases eligible to result in commissions must remain active and in good standing pursuant to the terms of this Agreement in order to remain eligible for accrual.

Commissions shall be paid based on the current information on file in your Affiliate profile. Please notify us promptly of any change in your address or payment instructions. You are responsible for informing The Gold Marketplace of your desired payment form/type:

• A PayPal payment. If you reside outside the United States, please refer to PayPal’s policy to ensure you are eligible to receive payment: https://www.paypal.com/cgi-bin/webscr?cmd=_display-approved-signup-countries-outside

The Gold Marketplace is not responsible for any third-party fees charged by PayPal, bank or other financial institute used to receive Affiliate commissions.

PayPal payments will only be reissued within 90 days of original issue date in the case of incorrect PayPal address or refusal from PayPal to accept payment.

Commission Reporting and Disputes

Affiliate may receive reporting from The Gold Marketplace or have access to program statistics and activity via our website, including but not limited to click through and potential qualified purchases statistics. The potential qualified purchases shown in these reports have not been reviewed to confirm they meet all criteria for qualified purchases. As such, commissions may not be issued on all referred customers that appear in reports other than your regular account statements.

• The Gold Marketplace reserves the right to withhold initial commissions for Affiliates who are new to the Affiliate Program, or who have commissions that are potentially fraudulent as determined by The Gold Marketplace in its sole and absolute discretion, to determine the legitimacy and cancellation rates of referred customers.
• The Gold Marketplace reserves the right to suspend payment of commissions at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms in this Agreement by the Affiliate or a referred customer(s). The Gold Marketplace reserves the right to deduct from Affiliate’s current and future commissions any and all commissions corresponding to any fraudulent, questionable, or cancelled The Gold Marketplace purchases. Where no subsequent commission is due and owing, The Gold Marketplace will send Affiliate a bill for the balance of such refunded purchase upon termination of the program or termination of the referred customer.
• The Gold Marketplace, in its sole and absolute discretion, reserves the right to withhold indefinitely any commissions, and/or to reverse, deny or reject any commissions, for:
  • Any account/sale which has not been in an approved status in good standing as an account of The Gold Marketplace for a period of at least thirty (30) days.
  • All commissions generated for accounts that may be fraudulent, including but not limited to the use of software that generates real and fictitious information.
  • If we deem orders to be fraudulent or see a pattern of potentially fraudulent activity, including, without limitation, where there are multiple accounts from the same customer, or referral of accounts which do not comply with this Agreement. We review account information (including site content) to assess referrals.
  • Referred customers that have been offered or received coupons, refunds, credits or discounts from the Affiliate or for referred customers who have joined a business opportunity program that is managed or participated in by the Affiliate, unless The Gold Marketplace has provided written permission.
  • Affiliates whom we believe may be artificially submitting referred customers, engaging in the advertisement of business-opportunity sites (as determined by The Gold Marketplace in its sole discretion), or using marketing practices that we deem to be unethical or likely to attract fraudulent signups.

The Gold Marketplace reserves the right to immediately cancel or withhold for later review any commission based on the foregoing or that otherwise fails to meet our criteria. It is the responsibility of the Affiliate to monitor the payment, denial and withholding of commissions; The Gold Marketplace is not obligated to actively notify Affiliates of the status of commissions.

In the event that the customers that are referred to The Gold Marketplace by a specific Affiliate are determined to have an excessive cancellation rate (as determined by The Gold Marketplace in its sole and absolute discretion), The Gold Marketplace reserves the right to withhold or decline pending and future commissions for the Affiliate.

Any (i) attempt by an Affiliate to manipulate, falsify or inflate referred customers, qualifying purchases or commissions to intentionally defraud The Gold Marketplace or (ii) violation of any of the terms of this Agreement constitutes immediate grounds for The Gold Marketplace to terminate this Agreement and will result in forfeiture of any commissions due to you.

If an Affiliate has a question about a commission that has been cancelled or withheld, that Affiliate has 45 days from the day the payment was due to contact The Gold Marketplace to discuss or seek to reclaim the commission. Any changes to decisions about cancelled or withheld commissions are strictly at The Gold Marketplace’s sole and absolute discretion.

Taxes

Each Affiliate is required to submit a W8/W9 tax form.

It is your responsibility to provide The Gold Marketplace with accurate tax and payment information that is necessary to issue a commission to you. If The Gold Marketplace does not receive the necessary tax or payment information within 90 days of a qualified purchase which would otherwise trigger commissions, the applicable commissions shall not accrue and no commission will be owed with respect to such qualified purchase.

You are responsible for the payment of all taxes related to the commissions you receive under this Agreement. In compliance with U.S. tax laws, The Gold Marketplace will issue a Form 1099 to Affiliates whose earnings meet or exceed the applicable threshold.

You are responsible for informing The Gold Marketplace about any changes to postal or e-mail addresses, as well as any changes to your name, contact information, tax identification number, or other personal information that will impact The Gold Marketplace’s ability to issue a valid Form 1099.

Order Fulfillment

The Gold Marketplace will solely be responsible for processing of orders/qualified purchases placed by a referred customer following a Link from your site, for tracking the volume and amount of qualified purchases generated by your site, and for providing information to Affiliates regarding qualified purchases statistics, as well as for  all payment processing, cancellations, refunds and related service. Any determination made by The Gold Marketplace regarding the foregoing shall be binding absent manifest error.

Affiliates are not authorized to collect payments or sell any The Gold Marketplace products from other websites as a “reseller” and no “resale” rights are granted in ANY way.

Affiliates are not authorized to sell any of these products on eBay or other auction sites. Affiliates are not authorized to give away any of these products, nor are Affiliates allowed to disclose the amount of or offer to share with customers the commission paid. The Gold Marketplace will also be solely responsible for all customer service inquires.

Customers who purchase products and services through The Gold Marketplace Affiliate Program will be deemed to be customers of The Gold Marketplace. Accordingly, all rules, policies, and operating procedures of The Gold Marketplace concerning customer orders and service will apply to those customers. We may change our policies and operating procedures at any time with or without notice. Prices and availability of our products and services may vary from time to time. The Gold Marketplace policies will always determine the price paid by the customer. Prices and availability of The Gold Marketplace products and services may vary from time to time, from Affiliate to Affiliate, and from region to region. Because price changes may affect products that you have listed on your site, we highly recommend that you do not include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product or service.

Please note that by signing up to be an Affiliate, you agree to both this Agreement and our User Agreement.

Licenses and Permitted Use of The Gold Marketplace Logos and Trademarks

Subject to the limitations set forth elsewhere in this Agreement, we grant you a non-exclusive, non-transferable, revocable license to (i) access our site through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use The Gold Marketplace trademark and logo and similar identifying material relating to us (but only in the form(s) that they are provided by us) (collectively, the “Licensed Materials”), for the sole purpose of selling The Gold Marketplace, LLC products and services on your site and as approved in advance in writing by us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of The Gold Marketplace Affiliate Program.

You shall not make any specific use of any Licensed Materials for purposes other than selling The Gold Marketplace products and services, without first submitting a sample to us and obtaining our express prior written consent, at our sole and absolute discretion.  You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays The Gold Marketplace or any The Gold Marketplace employee or representative in a negative light. We reserve all of our rights in the Licensed Materials and all of our other proprietary rights. We may revoke your license at any time, by giving you written notice. If not revoked, this license shall terminate upon expiration or termination of this Agreement.

You grant to us a non-exclusive license to utilize your names, titles, and logos, as the same may be amended from time to time (the “Affiliate Trademarks”), to advertise, market, promote, and publicize in any manner our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote, or publicize the Affiliate Trademarks. This license shall terminate upon the expiration or termination of this Agreement.

Prohibited usage

The following cases are prohibited and are grounds for immediate termination of the Affiliate account.

• Affiliates MAY NOT use The Gold Marketplace logo, logo marks or other The Gold Marketplace website/branding imagery in a header graphic or in any way as to indicate they are officially affiliated or partnered with The Gold Marketplace.
• Affiliates MAY NOT use the term “The Gold Marketplace” in ANY variation in their site URL, e.g.: thegoldmarketplace.net, thegoldmarketplacecoupons.com, golmarketplace.com, tgm.bullionstore.com, etc.
• Affiliates MAY NOT host or promote “coupon stacking” sites where customers may combine coupons to receive additional discounts.

Anti-Spam Policy

The Gold Marketplace strictly prohibits Affiliates from using spam e-mail and other forms of Internet abuse (including spamming forums, blogs, Twitter, Facebook and other social media outlets) to seek sales. Spam is defined as including, but not limited to, the following:

• Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or that is not sent at the request of, or with the express consent of, the recipient through an opt in subscription;
• Messages posted to forums, Twitter, Facebook and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules. Be conscious of forum rules! If a forum owner or moderator complains that an Affiliate has spammed, the Affiliate account may be permanently terminated after investigation.
• Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner.
• Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or “Instant Messaging” system;
• Certain off-line activities that, while not considered Spam, are similar in nature, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.

The Gold Marketplace may undertake, at its sole and absolute discretion and with or without prior notice, the following enforcement actions:

• Account Termination: Upon the receipt of a credible complaint, The Gold Marketplace may investigate the complaint, and if necessary, will then terminate the Affiliate account implicated in the abuse, at The Gold Marketplace’s sole and absolute discretion. Termination results in the immediate closure of the member and affiliate account, the loss of all referrals, and the forfeiture of any unpaid money on account.

If you wish to report a violation of our Anti-Spam Policy, please forward all relevant evidence to info@box2534.temp.domains

Relationship of Parties

Affiliates are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment or other relationship between the parties. Affiliates have no authority to make or accept any offers or representations on our behalf. Affiliates will not make any statement, whether on their sites or otherwise, that reasonably would contradict this statement.

Modification

We may modify any of the terms and conditions within this Agreement at any time, without notice, and at our sole and absolute discretion by updating this Agreement online. These modifications may include, but are not limited to changes in the scope of available referral fees, fee schedules, payment procedures and Affiliate Program rules. If any of the modifications are UNACCEPTABLE TO YOU, your only recourse is to terminate this Agreement. If you CONTINUE PARTICIPATION IN THE PROGRAM, it will be considered as your acceptance of any such change(s).

Term and Termination

The term of this Agreement will begin when you accept and will end when terminated by either party. Either The Gold Marketplace or the Affiliate may terminate this Agreement at any time, with or without cause. Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliate’s web Site, all links to The Gold Marketplace websites, and all The Gold Marketplace trademarks and logos, other The Gold Marketplace marks and all other Licensed Materials provided in connection with this program.

You are only eligible to earn commissions on qualified purchases occurring during the term of this Agreement, and commissions earned through the date of termination will remain payable only if the orders for the related The Gold Marketplace products and services are not cancelled and comply with all terms laid out in this Agreement. We may withhold your final payment of commissions for a reasonable time to ensure that all qualified purchases are valid and payment from referred customers are legitimate as determined by The Gold Marketplace in its sole and absolute discretion.

Any Affiliate who violates either this Agreement or The Gold Marketplace’s Terms and Conditions will immediately forfeit any right to any and all accrued commissions and will be removed from The Gold Marketplace Affiliate Program.

The Gold Marketplace reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time, for any reason, in The Gold Marketplace’s sole and absolute discretion.

Without limitation, Affiliate’s participation in the Program, and this Agreement, shall be deemed automatically terminated immediately and all commissions forfeited upon Affiliate’s violation of any of the terms of this Agreement or of any applicable law or regulation having the force of law.

Confidentiality

Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, The Gold Marketplace and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b)  generally known to the public, or (c) lawfully obtained from any third party that does not have any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction; provided that it first notifies the disclosing party in writing as soon as possible of any such subpoena or order, and a reasonable period of time within which to contest such subpoena or order, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Representations and Warranties

You hereby represent and warrant to us as follows:

• This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
• The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your charter documents, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
• You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
• No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance by you of this Agreement or the taking by you of any other action contemplated hereby.
• There is no pending or, to the best of your knowledge, threatened claim, action, or proceeding against you, or any affiliate of yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to your trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
• Each referred customer and each qualifying purchase referred or submitted by you to us, is valid, genuine, unique and not fraudulent and meets each of the criteria for generating a commission as provided in this Agreement.

Limitation of Liability

The Gold Marketplace will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, expenditures or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to the Affiliates under this Agreement.

Disclaimers

We make no express or implied warranties or representations with respect to the Affiliate Program or an Affiliate’s potential to earn income from the Affiliate Program. In addition, we make no representation that the operation of the websites or the Affiliate Links will be uninterrupted or error-free, and The Gold Marketplace will not be liable for the consequences of any interruptions or errors.

Indemnification

You hereby agree to indemnify and hold harmless us and our subsidiaries and affiliates, and each of their respective directors, officers, employees, agents, shareholders, partners, managers, members, and other agents or representatives, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and expenses) (any or all of the foregoing hereinafter referred to as “Losses”), as incurred, insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation or breach of a representation, warranty or covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, its development, operation, maintenance and content therein not attributable to us.

Governing Law

The laws of the United States and the State of New Mexico will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New Mexico and you irrevocably consent to the jurisdiction of such courts, and unconditionally and irrevocably waive any right to claim that any such court is an inconvenient forum. Further, each Affiliate expressly consents to accept service of process of any pleading or motion related to enforcing this Agreement by mailing, hand delivering, or overnight expressing a copy to such Affiliate and/or such Affiliate’s attorneys, if any. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. 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. 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 a provision or any other provision of this Agreement.

Miscellaneous

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.

Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or be invalid under law, such provision shall be effective to the maximum extent not affected by such prohibition or invalidity, without invalidating or rendering unenforceable the remainder of such provision or the remaining provisions of this Agreement.

This Agreement in its entirety shall be binding upon the parties hereto, their respective heirs, successors, administrators, executors, representatives, and assigns.

The paragraph headings in this Agreement are for convenience of reference only and have no independent legal significance.

This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes any previous agreement, arrangement or understanding of the parties with respect to the subject matter hereof, whether written, oral, or electronic.