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Affiliate Program Operating Agreement

This  Umarp’s Affiliate Program Operating Agreement (“Operating Agreement”) contains the terms and conditions that govern your participation in the Affiliate Program (the “ Umarp’s affiliate Program”). “We,” “us,” or “our” means Umarp site and Marp Corp Ltd. “You” or “your” means the applicant. A “site” means a website. “Advertising Fees” means commissions earned for a successful and verified online sale of a  product on our site by a customer using your referral link.

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 OUR WEBSITE, 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. 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

In order to participate in the Umarp Affiliate Program, you must register an account via the Umarp site. You must fill in all the neccesary details within the enrollment form and then if you are approved by Umarp,  You will be given your own personalized dashboard (‘Affilate Account)  Once registered and approve, The Umarp’s affiliate Program hereby gives you permission to place links from the Umarp site  on your website, social media user-generated content, or  other online software application ( “Site”) in order for you to monetize your site. When your users click through your special link, you may receive a commission, as defined in Program rules & Regulations.  (‘Service offerings) In order to monetize your site, Umarp may make available to you, within your special Affiliate Dashboard, you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program known as Umarp Affiliate banner  documentation (“Affiliate Docs”).

Umarp offer’s a unique product known as smart services within its Directory. Each Customer can sign up to have a elisting, which can be defined as, full access  informational listings, that allows a customer to have all the necessary information they need about  product and services to make a quick informed Decision decision. (“elistings”). Each Customer that clicks through the Special Links and signs up for a elisting, you may be eligible to receive commission income for a qualifying paid membership, excluding our free plans for monthly and yearly, as described in Program rules & Regulations below.

2.Affiliate Program Requirements

You must comply with this Agreement to participate in Umarp’s affiliate Program and receive commission income. You must promptly provide us with any information that we request to verify your compliance with this Agreement. If you violate this Agreement, or if you violate terms and conditions of any other applicable Umarp marketing agreement, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) cease payment of (and you agree you will not be eligible to receive) any and all commission income otherwise payable to you under this Agreement, whether or not directly related to such violation without notice and without prejudice to any right of Umarp site and Marp Corp Ltd to recover damages in excess of this amount.

3.Umarp’s Customers

You agree and acknowledge that your participation in Umarp’s Affiliate Program does not give you right to assume that our Customers are your customers. Our products, terms, rules  regulations, pricing may be changed at any time. You are prohibited from contacting our customers directly. , and, if contact any of our customers for a matter  unrelating to interaction with an Umarp Site, your account will be closed by Umarp.

4.Identifying Yourself as an Affiliate

On Your site you must clearly state that you are an affiliate of Umarp.,or any other location where Umarp may authorize you to display Umarp Affiliate banner  documentation: “As an Umarp Affiliate. I earn from qualifying membership purchases.” Except for this disclosure, and other than as required by applicable law, you will not make any public communication with respect to this Agreement or your participation in Umarp’s affiliate Program without our advance written permission. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

5.Warranties and Representations

As a registered Affiliate, you hereby warrant, represent and covenant that, (a) You will operate and maintain your Site in accordance with this Agreement, as an Affiliate of Umarp. (b) You are not a minor, and you are legally able to enter into this agreement (c) You have entered this agreement independently and not the result of any relance upon any representation, guarantee, or statement other than as expressly set forth in this Agreement (d) Your participation and creation, and/or the operations of your site, any text, images or creations shall not, including, but not limited to,  violations of any  ordinances, international and applicable national laws, regulations, orders, any licenses including 3rd party licenses, permits, guidelines, codes of practice , judgments, decisions, governmental authority that has jurisdiction over you, including rules governing any data protection, communications, marketing and/or ads or advertisements. ( e) If you are an United States citizen, you state under penalty of law, that you are not subject to any U.S sanctions and that you will comply with all U.S export and re-export restrictions, that may apply to products and/or services (f) All the information to provide to Umarp is complete and accurate at all times.

Umarp does not make any warranty, representation or covenant regarding the amount of commission income or amount of  traffic you can expect at any time in connection with Umarp’s affiliate Program, and we will not be liable for any actions you undertake based on your expectations.

6.Term and Termination

The terms of this Agreement shall commence upon your registration as an Umarp Affiliate. Umarp shall have the right to terminate this agreement at any time, with or without reason. If Umarp decisions to terminate your Affiliate account, you shall have not recourse to the courts, if permitted under applicable law. You have the right to terminate this agreement only by a  written notice of termination that  shall be effectuated 5 calender days from the date of notice (‘Effective date of Termination’) You can provide a termination notice by sending an email to support@umarp.com and in the subject line you shall write Termination notice and In the body of the email, you shall write your reasons for termination.

In addition, we may terminate this Agreement or suspend your  Affiliate account immediately upon written notice to you for any of the following actions: (a) you are in material breach of this Agreement, (b) you have caused or wilfully caused a material breach of this agreement in which you failed t cure within 5 calendar days of our notice to you, including, but not limited to , a violation of Umarp Program Rules & Regulations. (c) You have used your Umarp Affilate Account for fraudulent, deception, and /or illegal activities.  (d) if Umarp may face potential claims from your actions or maybe become liability  in connection with your participation in the Umarp Affiliate program. ( e) Umarp may be liable or may become subjected to a tax collection requirement in connection with the activities, performed by either party, or by you where approved or not approved within your Affiliate account or in regards to this agreement. (f) Umarp has previously terminated or suspended your account, for any reason, with respect to your actions or other person(s) actions, that we determine are connected with you or acting in connection with you for any reason  (g) any violation of section 5 and/or 6 of  Umarp Program Rules & Regulations, which shall be deemed a material breach of this Agreement.  (h)  Umarp believes that  your actions have lead to and/or may result in our  reputation and/or brand being tarnished.

Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under section 5 and 6

7.Limitations on Liability

UMARP SHALL NOT BE LIABLE FOR ANY, INCLUDING, BUT NOT LIMITED TO , ANY LOSS OF REVENUE, PROFITS, ANY USAGE OF ANY DATA IN CONNECTIONS WITH THE UMARP DASHBOARD, ALL INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES. EVEN IF UMARP HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL COMMISSION INCOME PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, AND/OR AT LAW INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

8.Indemnification

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD UMARP WITHOUT LIMITATION, OUR PARENT, SUBSIDIARIES, AND AFFILIATED COMPANIES, OUR CUSTOMERS,   AND LICENSORS, AND OUR AND THEIR WITHOUT LIMITATION, RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, CLAIMS,  LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A)  ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE  AND/OR ANY, WITHOUT LIMITATIONS, DESIGNS USE,  PRODUCTION, DEVELOPMENT, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE (B) YOUR USE OF ANY OF UMARP’S SERVICE OFFERINGS, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW (C)  YOU VIOLATE ANY TERMS AND/OR CONDITION OF  THIS AGREEMENT AND/OR UMARP PROGRAM RULES & REGULATIONS (C)  YOUR FAILURE TO COLLECT OR PAY YOUR TAXES, DUTIES, COLLECTION, PAYMENT OR MEET YOUR TAX REGISTRATIONS OBLIGATIONS AND DUTIES  (D) YOU AND/ OR, WITHOUT LIMITITATIONS, YOUR EMPLOYEES’ OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT.(E) YOUR USE OF ANY UMARP’S SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW. IN ADDITION,

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UMARP WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT.WE OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY UMARP PARTY, INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION.

9. Disclaimers

UMARP’S AFFILIATE PROGRAM, THE UMARP SITE, AND MARP CORP LTD ANY PRODUCTS AND SERVICES OFFERED ON THE UMARP SITE, ANY SPECIAL LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING ,ANY API, DATA FEED, PRODUCT ADVERTISING CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE UMARP MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH UMARP’S AFFILIATE PROGRAM ARE PROVIDED “AS IS” AND “AS AVAILABLE”. UMARP AND/OR ANY OF IT’S PARENT, SUBSIDIARIES, AND AFFILIATED COMPANIES, OUR CUSTOMERS,  AFFILIATES AND LICENSORS, AND OUR WITHOUT LIMITATION, RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, MAKE  NO REPRESENTATION OR WARRANTY OF ANY KIND, WHATSOEVER WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS.  UMARP AND/OR ANY OF IT’S PARENT, SUBSIDIARIES, AND AFFILIATED COMPANIES, OUR CUSTOMERS,  AFFILIATES AND LICENSORS, AND OUR WITHOUT LIMITATION, RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME.

UMARP AND/OR ANY OF IT’S PARENT, SUBSIDIARIES, AND AFFILIATED COMPANIES, OUR CUSTOMERS,  AFFILIATES AND LICENSORS, AND OUR WITHOUT LIMITATION, RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES  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.UMARP AND/OR ANY OF IT’S PARENT, SUBSIDIARIES, AND AFFILIATED COMPANIES, OUR CUSTOMERS,  AFFILIATES AND LICENSORS, AND OUR WITHOUT LIMITATION, RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES  WILL NOT  BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER,

UMARP AND/OR ANY OF IT’S PARENT, SUBSIDIARIES, AND AFFILIATED COMPANIES, OUR CUSTOMERS,  AFFILIATES AND LICENSORS, AND OUR WITHOUT LIMITATION, RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES  WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (A) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (B) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN UMARP’S AFFILIATE PROGRAM, OR (C) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN UMARP’S AFFILIATE PROGRAM. NOTHING IN THIS SECTION WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

10.Taxes

Any taxes and related obligations relating in any way to Umarp’s affiliate Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates will be subject to the tax provision for the applicable Umarp Site. We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under Umarp’s affiliate Program. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold your commission income until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information

11.Governing Law and Disputes

Any dispute relating in any way to Umarp’s affiliate Program, site and Marp Corp Ltd or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates will be subject to the governing law and disputes provision for the applicable Umarp Site  and Marp Corp Ltd.

Any dispute relating in any way to Umarp’s affiliate Program or this Agreement will be resolved by binding arbitration, with no recourse to the courts of England. The London Courts of international arbitration and LCIA rules without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and us.

Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

The number of arbitrators shall be only one.

The seat, or legal place, of arbitration shall be London

The language to be used in the arbitral proceedings shall be English .

The governing law of the contract shall be the substantive law of  England.

If the dispute is not settled by mediation within 30 days of the appointment of the mediator, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.

The  decision of the mediator  shall be final and binding and there will be no appeal therefrom.  The cost of arbitration, including but not limited to the fees of the arbitrators and attorneys, shall be borne by the losing party. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any country or national court of any nation 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 Umarp Affiliate banner  documentation 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.

12.MISCELLANEOUS PROVISIONS

A. Additional Provisions. You agree and acknowledge that Umarp site is a website owned and operated by Marp Corp Ltd,  A company registered in England and Wales Company Number 12503090.

A (i) We may send you emails relating to Umarp’s affiliate Program from time to time. In addition we may (ii) monitor, record, use, and disclose information about your Site and users of your Site that we obtain in connection with your display of Special Links and Umarp Affiliate banner  documentation (for example, that a particular Umarp customer clicked through a Special Link from your Site before buying qualifying membership product  on the Umarp Site and Marp Corp Ltd),(iii) review, monitor, crawl, and otherwise investigate your Site to verify compliance with this Agreement, and (iv) use, reproduce, distribute, and display your logo and implementation of  Umarp Affiliate banner  documentation displayed on your Site as examples of best practices in our educational materials. For information on how we process personal information, please see the relevant Umarp Privacy Notice as set forth in our Privacy Policy.

B.Waiver & Assignment You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with your Site, (c) our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement, No condition or obligation under this Agreement may be waived by you, and (d) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative. You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

C. Modification.  We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice, revised Agreement, or revised Program Policy on the dashboard Site or by sending notice of such modification to you by email to the primary email address then-currently associated with your Affiliate account. The effective date of such change will be the date specified. will be no less than three business days from the date the notice is provided. YOUR CONTINUED PARTICIPATION IN UMARP’S AFFILIATE PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 6.

D.Non-disclosure and Confidential agreement. Any information relating to Umarp or any of, without limitation, its affiliates that we provide or make accessible to you in connection with Umarp’s affiliate Program that is not known to the general public or that reasonably should be considered to be confidential is Umarp’s “Confidential Information” and will remain Umarp’s exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties and will apply for the term of the Agreement and 10  years after termination.

E.Non-Compete. You acknowledge and accept, as an affiliate, will not directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business, or invest in or lend money to any business (in each case, including on his own behalf or on behalf of another Person) which constitutes or is competitive with (including, without limitation, by competing for the same subscriber or customer base or any related Companies) Umarp site and Marp Corp Ltd . In addition, you acknowledge and agree, that you will not circumvent or compete with Umarp  in connection with any business opportunity as a result of the business contacts and/or confidential information disclosed, to you by your participation in the Umarp Affiliate program or otherwise. You shall not attempt to directly or indirectly via a 3rd party to circumvent or compete,  nor take any action designed to appropriate any business opportunity otherwise due for the benefit of Umarp site and Marp Corp Ltd. You agree that in the event you act in breach of this section to the detriment of Umarp site and Marp Corp Ltd. Umarp site and Marp Corp Ltd shall have ,  include, but not limited to, the right to recover money damages in any action at law and Umarp site and Marp Corp Ltd shall be entitled by reason of any such breach to terminate this agreement. You agree that Umarp site and Marp Corp Ltd , in addition to the right to recover money damages at law, shall also be entitled (in addition to any other law or in equity) to seek injunction and other equitable relief.

F. No partnership. You and we are independent contractors, and nothing in this Agreement will create, without limitations, any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself. Notwithstanding anything to the contrary herein, nothing in this Agreement will, or will be interpreted or construed to, induce or require any party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any English laws, regulations, rules or requirements that apply to any party to this Agreement.

G. Entire Agreement  This Agreement incorporates, and you agree to comply with, the most up-to-date version of all policies, appendices, specifications, guidelines, Exhibits, and other rules referenced in this Agreement and any other policies that apply to tools, subprograms, and features made available to you under Umarp’s affiliate Program (“Program Policies”), including any updates of the Program Policies from time to time. In the event of any conflict between this Agreement shall  supersede  any Program Policy. There are no promises, terms, conditions, or obligations other than those set forth herein, and this Agreement shall supersede any and all previous communication, representations or agreements either verbal or written between you and Umarp Whenever used in this Agreement, the terms “include(s)”, “including”, and “for example” are used and intended without limitation.

Umarp Affiliate Program Rules and Regulations

These Affiliate Program Rules & Regulations (“Program Regulations”) are incorporated by reference in the Affiliate Program Operating Agreement, and capitalized terms used in these Program Regulations and not otherwise defined here will have the definitions provided in the Agreement. 

Affiliate Program Commission Earnings Agreement (“Earnings Agreement ”)

1.Qualifying Membership Purchases and Qualifying Revenue

1.Basic Affiliate Program. We will pay Standard Commission Earnings(subject to the exclusions described in section below) as follows,

A. For any qualifying membership purchases you will receive;  

1.The free plan 0 commission. 

2.The Umarp plus plan 19.99 your  commission will be 10% 

3.The  Umarp Business plan 79.99 your commission will be 12%

  • B. Qualifying Membership Purchases occurs when ;

(i) a customer clicks through a Special Link on your Site to an Umarp Site; and

(ii) during a single session, which is measured as beginning when a customer clicks through that Special Link and ending upon the first to occur of the following: (x) 24 hours elapse from that click, (y) the customer places an order for a Qualifying Membership  Purchase of either the Umarp plus, or Umarp Business Plans.

(iii)For each Qualifying membership Purchase commissions  “Qualifying Earnings” will be counted as a Qualifying earnings when we actually receive the funds in our account, less any without limitation, any handling fees, taxes (e.g. sales tax and VAT), service charges, credits, rebates, credit card processing fees. You will receive your Qualifying earnings for each customers you bring, for each and every month the customers pays their monthly fee until cancelation.

C.Premium Affiliate Program. Once you have reached 100 Qualifying Membership  Purchase on the Umarp SiteYou may apply for our Premium Affiliate Program

If you are accepted into the program, any Qualifying Membership Purchases over 100 we will pay you Premium Commission Earnings. Please note: All Qualifying Membership Purchases under 100 will continue to be paid at the Basic Commission Earning as specified above in Section A (subject to the exclusions described in section below)  as follows,

For any qualifying membership purchases you will receive;

  • 1.The free plan 0 commission. 

    2.The Umarp plus plan 19.99 your  commission will be plus 2% 

    3.The Umarp Business plan 79.99 your commission will be plus  2%

D. Qualifying Membership Purchases occurs when ;

(i) a customer clicks through a Special Link on your Site to an Umarp Site; and

(ii) during a single session, which is measured as beginning when a customer clicks through that Special Link and ending upon the first to occur of the following: (x) 24 hours elapse from that click, (y) the customer places an order for a Qualifying Membership  Purchase of either the Basic, Business or Enterprise Plan.

(iii)For each Qualifying membership Purchase commissions  “Qualifying Earnings” will be counted as a Qualifying earnings when we actually receive the funds in our account, less any without limitation, any handling fees, taxes (e.g. sales tax and VAT), service charges, credits, rebates, credit card processing fees. You will receive your Qualifying earnings for each customers you bring, for each and every month the customers pays their monthly fee until cancelation.

2.Non-Qualifying and/or Disqualified Purchases

Notwithstanding the foregoing, A Non-Qualifying Purchases includes our Free plan. Any customers that click through and sign up as a Free plan no Commission will be paid. A disqualified purchase whenever they occur in connection with a violation of this Umarp’s  Affiliate Program Commission Earnings Agreement   or any other terms, conditions, specifications, statements, and policies that we may issue from time to time that apply to the Affiliate Program, including the most up-to-date version of the Agreement (collectively, the “Affiliate program instruments”).

Further, the following purchases that would otherwise be Qualified Purchases are disqualified and excluded from the Affiliate Program:

(a) any Qualifying Membership  purchased after termination of your Agreement,

(b) any Qualifying Membership  cancellation of service.

(c) any Qualifying Membership  by a customer who is referred to an Umarp Site through any advertisement that you purchased through participation in without limitation, bidding or auctions on keywords, search terms, or other identifiers (all, a “Prohibited Paid Search Placement”),

 (d) any Qualifying Membership  purchased by a customer who is referred to an Umarp Site by a link that is generated or displayed on a search engine (including Google, Yahoo, Bing, or any other search portal, sponsored advertising service, or other search or referral service, or any site that participates in such search engine’s network) (a “Search Engine”),

(e) any Qualifying Membership  purchased by a customer who is referred to an Umarp Site by a link that sends users indirectly to an Umarp Site via an intermediate site, without requiring the customer to click on a link or take some other affirmative action on that intermediate site (a “Redirecting Link”),

(f) any Qualifying Membership   purchased by a customer, where such customer does not comply with the terms and conditions applicable to an Umarp Site,

(g) any Qualifying Membership purchase that is not correctly tracked or reported because the links from your site to the relevant Umarp Site are not properly formatted,

(h) any Qualifying Membership 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 PA API (as defined below under the IP License) or other linking tools that we make available to you,

(j) any Qualifying Membership purchased as a subscription unless otherwise provided in the Agreement.

3.Commission Income Limitations

From time to time, we may impose limits on Affiliates’ opportunity to earn Basic Commission Earnings or Premium   Commission Earnings. For the avoidance of doubt (and notwithstanding any time period), Umarp site and MarpCorp Ltd reserves the right to discontinue or modify all or part of any limitation at any time. Umarp site and MarpCorp Ltd may limit your monthly income at its sole discretion at a rate of $ 2,000 per month (“Commission Earnings Limitations”).

4.Commission Income Reporting and Payment

We will use commercially reasonable efforts to accurately and comprehensively track Qualifying Membership Purchases for the purposes of our internal tracking your monthly earnings.

We will pay Basic Commission Earnings and Premium Commission earnings in the default currency on Umarp Site approximately 60 days following the end of each calendar month in which they were earned by the method described below that you have selected. You may be permitted to elect to receive payment in a currency other than the default currency for on Umarp Site. If you choose to do so, you agree that the conversion rate will be determined in accordance with Umarp’s operating standards.

Payment by Direct Deposit. We will directly deposit the commission earnings into your bank account you designate once you have provided us with the name of your bank, the account number, the name of the primary account holder as it appears on the account, and other requested identifying information (such as the ABA, IBAN or BIC number, if applicable). we reserve the right to hold commission income until the total amount due you have reached a minimum of $50.00. 

 We may at our discretion pay you through another payment option or hold earned commission income until you make your selection or provide such information.

If at any time there has been no substantial activity on your account for at least 1 year, then we will have the right, with 7 days’ written notice to withhold the accrued commission income for your inactive account. Further, any unpaid accrued commission income in your account may be subject to escheatment under applicable law or become extinct by applicable statute of limitation.

Payments made to you, as reduced by all deductions or withholdings described in the Agreement, will constitute full payment and settlement to you of amounts payable under the Agreement. If 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 commission income payable to you under the Agreement.

Affiliate Program Compliance Requirements (“Compliance Requirements”)

1.Becoming an Affiliate

To begin the enrollment process, you must submit a complete and accurate Enrollment form application on the Umarp site.  Your Site(s) must contain original content and be publicly available via the website address provided in the  Enrollment form application. You must identify your Site(s) in your Enrollment form. We will evaluate your application and notify you of its acceptance or rejection. Your Site will not be eligible for inclusion in the Umarp Affiliate Program, and you cannot include any Special Links or Product Advertising Content on it, if your Site is unsuitable. Unsuitable Sites include those that:

1. Adult, Pornographic or any illegal content

2. Tobacco, alcohol, ammunition, hazardous substances, illegal drugs, gore, violence, gambling and racism content

3. Pages containing profanity or content that and/or discriminates or is offensive to any section of people

4. Hate, violence, racial intolerance, or advocate against any individual, group, or organization

5. Sale of counterfeit products, imitations of designer or other goods, stolen items or any products that infringe intellectual property rights of other parties

6. Sale of prescription drugs

7. Any other content/websites that we believe in our sole discretion to be illegal

You can join the Umarp Affiliate Program anytime and it is a free. Umarp will provide you with all the resources you need via your affiliate dashboard. Once you fill in your enrollment form via the Umarp site. It is your responsibility , that all information in your enrollment Form including, but not limited to, email address, other contact information, and identification of your Site, is accurate and up-to-date at all times. From time to time, we may send, you notifications and other forms of communication to your email address, if your email is not update, we will not be responsible for any form of miscommunication on your part. We will have the full right to determine your suitability as a Umarp Affiliate and our sole discretion. If we reject your application for any reason, you may reapply, unless your application has been rejected or terminated in connection with a violation of our operating agreement and/or the result of  abuse as specified above. In this case, you cannot re-apply to the Umarp Affiliate program. If we have approve your account to rejoin, we will notice you via email.  

2. Links on Your Site

(a)  General Requirement of Unique Links  

Once your application  has been accepted, to the Umarp’s Affiliate Program, you will be able to access your Affiliate Dashboard, and you can display the Unique Links on your site. Please note: Unique links must use the Umarp’s Affiliate ID we have assigned to you. Unique Links can be created by you through your Affiliate Dashboard. All Unique Umarp banners will be made available to you within your affiliate dashboard with the standard Advertising standard sizes. You are free to use any type of Umarp Banner in your site. You are solely responsible for the material, content, style and placement of each link on your Site. You must not encourage your customers to bookmark your Unique Links. All Unique Links must come directly from your site.  On your site, social media page,  you must include your Umarp’s Affiliate ID or tracking code which will appe ar as Tracking code: username in your affiliate Dashboard. Then your default affiliate link, will appear as follows https://umarp.com/?Aff=username   OR your can choose your own affiliate ID https://umarp.com/my website/Aff/username  or such other format as we may designate) as a parameter in the URL of each link you place on your Site to an Umarp Site.

(b)  Site Responsibility 

You agree and acknowledge, that you will be sole responsible for your website, as follows,

1.All display of the Unique Links

2.Ensuring the that Umarp banner are used in a way that does not misappropriate, infringe or violate any of Umarp’s rights or any other person or entity

3.All technical operations of your site

4.Creating, development, maintenance, material of your site.

5.You agree to not engage in any promotional, marketing, or other advertising activities on behalf of us or our affiliates, or in connection with an Umarp Site or the Affiliate Program, that are not expressly permitted under the Agreement

6.Displaying on your site, privacy policy and cookie statements

7..any other use that you make of the Umarp Affiliate banner  documentation, and the Umarp Marks, whether or not permitted under the Agreement.

(c)  Content

You agree and acknowledge, that you will be sole responsible for your website content as follows,

1.In your dashboard, you will not add to, delete from or otherwise alter any Umarp Affiliate Banner documentation in any way

2.You will not sell, resell, redistribute, sublicense, or transfer any Umarp Affiliate banner  documentation.

3. Any Umarp Affiliate banner documentation, that is no longer available on the Umarp Site, must be promptly removed from your site

4.You are not allowed to or attempt to register, purchase or other use any of Umarp Mark (e.g., “marp,” “uumarp” and “umarrp,”) for use in any Search Engine or otherwise.

5 You agree not to purchase any search terms or keywords, that include the word “Umarp,” or any other trademark of Umarp or its affiliates or variations or misspellings of any of these words

6.You agree not to will offer any person or entity any rewards, including monetary or incentive for using Unique Links.

7.You agree not to  mislead the customer or cause customer confusion in regards to your relationship with Umarp or to your site.

8.You agree not to use your Unique Links or any of Umarp’s banners in connection with any malware or spyware, worms, or any other malicious or harmful coding.

9. You agree to not use any Unique Links or Umarp Banners with any pop-ups on your site.

10. You agree not to attempt to or to circumvent the Affiliate Program Commission Earnings Agreement or artificially increase your commission income

11. You will not attempt to intercept or redirect (including via software installed on users’ computers) traffic from or on, or divert commission income from, any site that participates in the Affiliate Program.

13.You will not artificially generate clicks or impressions on your Site or create Sessions on an Umarp Site, whether by way of a robot or software program or otherwise.

14.You will not display or otherwise use any of our customer reviews or star ratings, in part or in whole, on your Site.

15. You will not cloak, hide, spoof, or otherwise obscure the URL of your Site containing Special Links (including by use of Redirecting Links)

16. Upon our request, you will provide us with written certification that you have complied with the Agreement

17.  Unless otherwise agreed by Umarp, your Site must not display any pricing of any plans offered on the Umarp site.

18. You will not display on your Site, or otherwise use, any Umarp Affiliate banner  documentation to advertise or promote any products that are offered by any  other site

Affiliate Program Trademark Guidelines (“Trademark Guidelines”)

These Guidelines apply to the use of the marks we may make available to you as part of Umarp Affiliate banner  documentation (“Umarp  Marks”). Strict compliance with these Guidelines is required at all times, and any use of the Umarp  Marks in violation of these Guidelines will automatically terminate any license related to your use of the Umarp  Marks.

YOU ARE ALLOWED TO USE THE UMARP MARKS ONLY BY DISPLAY ON YOUR SITE WITH THE PURPOSE OF ADVERTISING UMARP’S SMART SERVICES UMARP SITE.

1.Your use of the Umarp Marks must (i) comply with the most up-to-date version of these Guidelines; and (ii) comply with any other terms, conditions, and policies that we may issue from time to time that apply to the use of the Rich DadMarks.

2.You may use the Umarp Marks solely for the purpose specifically authorized under this agreement You may not use or display the Umarp Marks (i) in any manner that implies sponsorship or endorsement by us; For example, you may not use any Umarp marks in connection with any offline promotion or in any other offline manner (e.g., in any printed material mailing or other document). (ii) to undervalue  us, our products or services; (iii) in a way that may, at our discretion, diminish or otherwise damage our goodwill in the Umarp  Marks; or (iv) in offline material or emails. For example the use of our marks in any printed materials , SMS or any other document or oral solicitation.

3.We will supply an image or images of the Umarp Marks for you to use in the affiliate dashboard. You may not alter any Umarp Mark in any manner. For example, you cannot change the proportion, color, or font of any Umarp  Mark, or add or remove any elements from any Umarp  Mark.

4.Umarp Mark must appear by itself, in its entirety, with reasonable spacing between each side of the Umarp Mark, you may include tag line “smart services” and other visual, graphic, or textual elements. Under no circumstance can any Umarp  Mark be placed on any background that interferes with the readability or display of that Umarp  Mark.

5.All rights to the Umarp Marks are our exclusive property, and all goodwill generated through your use of any Umarp Mark will inure to our exclusive benefit. You will not take any action that conflicts with our rights in, or ownership of, any Umarp  Mark.

6.You cannot display or otherwise use any trademark or logo of any third party and/or any f our customers on an Umarp Site.

7.You cannot use or apply to register any trademark that is confusingly similar to Umarp mark in any jurisdiction. You cannot use or apply to register any trademark, domain name, subdomain, username or app name that is confusingly similar to any Umarp mark in any jurisdiction.

8.We reserve the right to modify these Trademark Guidelines and the approved Umarp  Marks, at any time and in our sole discretion, by posting a change notice or revised Trademark Guidelines or approved Umarp  Marks on the Associates Site.

9.We reserve the right to take appropriate action against any use without permission or any use that does not conform to these Guidelines, at any time and in our sole discretion.

UMARP’S IP LICENSE (“License”)

This License governs your use of  Umarp Affiliate banner  documentation in connection with your participation in the Affiliate Program. By accepting the Agreement, or by accessing or using the Umarp Affiliate banner  documentation, including the Affiliate dashboard that permit you to access and use certain types of data, images, text, and other information and content relating to  Umarp Products, which we may make available to you, you agree to be bound by this License.

1.Limited License to Umarp Affiliate banner documentation

Subject to the terms of the Agreement and only for the sole purpose of participating in Umarp Affiliate program, we hereby grant you a limited and revocable license to only: a)copy and display Umarp Affiliate banner  documentation solely on your Site b) use only those of the Umarp marks we have make available to you as part of the Umarp Affiliate banner documentation in your Affiliate dashboard and as specified in the our trademark Guidelines.

You will use Umarp Affiliate banner  documentation solely in accordance with the terms of the Agreement and within the express scope of the license granted herein. Without limiting the foregoing, you will (a) use Umarp Affiliate banner  documentation solely to send end users and sales to an Umarp  Site and will not link any Umarp Affiliate banner  documentation to, or in conjunction with any Umarp Affiliate banner  documentation, direct traffic to any page of a site other than an Umarp  Site (however, parts of your Site that are not closely associated with the Umarp Affiliate banner  documentation may contain links to sites other than an Umarp  Site) and (b) link each use of the Umarp Affiliate banner  documentation solely to the related Product detail page or other relevant page of an Umarp  Site and not to any other page.

The License will immediately and automatically terminate if at any time you do not timely comply with any obligation under the Umarp Affiliate banner  documentation, as specified in Affiliate Program Commission Earnings Agreement ), or otherwise upon termination of this Agreement. In addition, we may terminate the License in whole or in part upon written notice to you. You will promptly stop using the Umarp Affiliate banner  documentation  and promptly remove from your Site and delete or otherwise destroy all of the Umarp Affiliate banner  documentation and Umarp  Marks with respect to which the License is terminated or as we may otherwise request from time to time.

2.Usage Requirements

(a) Description. Under this License, we may make available to you Umarp Affiliate banner  documentation including the following: Data, images, audio, video, logos, user interface designs, and other creative designs;

In your Affiliate Dashboard, you will be assigned a Umarp Affiliate ID, under this limited license granted to you by Umarp site and Marp Corp Ltd, you are responsible for all activities that occurs with your Umarp Affiliate ID. If you believe that someone other than you may may be using your Umarp Affiliate ID, or you may have lost  your ID, you must immediately report this to us, by sending an email to info@umarp.com, subject line lost Umarp Affiliate ID or Suspicious activity Umarp Affiliate ID.

3.Reservation of Rights; Your Submissions

Other than the limited licenses expressly set forth herein, 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 License or otherwise, acquire any ownership interest or rights in or to, without limitiation, Affiliate Program, special links, link formats, Umarp Affiliate banner  documentation, any advertising Content supplied to you, any domain name owned or operated by us, , information and materials on any Umarp  Site or Affiliate Dashboard, our trademarks and logos (including the Umarp  Marks), and any other intellectual property and technology that we  may provide or use in connection with the Umarp Affiliate Program.

If you provide us with suggestions, reviews, modifications, data, images, text, or other information relating to any Umarp Affiliate banner  documentations or in connection with your participation in the Affiliate Program. It is strictly prohibited for you to modify any of the Umarp Affiliate banner  documentations in anyway. However, if you would like to make suggestions or alter any images, please send us an email at info@umarp.com, with all your suggestions and modification. (collectively, “Your Submission”), if your suggestions and/or modification are accepted by us, you agree and acknowledge that you hereby assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a paid-up royalty-free, nonexclusive, worldwide, freely transferable right and license for the duration of your original and derivative intellectual property rights to: (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.

Umarp Rules and Regulations for Influencers (“Influencers Rules”)

The Affliiate Program “Umarp  Influencer Program”. You may earn commission income by acting as a social media influencer and placing your Umarp Affiliate ID on your social media pages. You need to tell us, on your enrollment form that you are an influencer and how you plan on using your Umarp Affiliate ID. Once your enrollment form application has been accepted you may use your Umarp Afflilate ID  on your approved social media, you may include Special Links to your Influencer Page in emails; provided, that such emails are in compliance with the Agreement, the Trademark Guidelines, and the Umarp  IP Guidelines.

1. Rules and Regulations. (a) As an influencer you only have the right to display Umarp Affiliate banner  documentation on your social media only. You are forbidden to use any of  Umarp Affiliate banner  documentation in any email chains and/or website, without the written approval of Umarp.

(b) Submissions: if you need to display Umarp Affiliate banner  documentation,  and/or need to a make any modification and they are accepted by Umarp site and Marp Corp, you must send us an email at info@umarp.com, subject line   “Influencer need to display on website” and in the body of the email, you must explain your reasons  and how you will use Umarp Affiliate banner  documentation on your site.

(c) Umarp’s Rights: if your submission (s) are accepted by Umarp site and MarpCorp Ltd. you hereby acknowledge and agree, we are the sole owner of all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of the Agreement or otherwise, acquire any ownership interest or rights in the submission.  (“Influencer submission”).

2.Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SITE (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, WITHOUT LIMITATION, OUR CUSTOMERS,  OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR WITHOUT LIMITATION, RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR SITE OR ANY MATERIALS THAT APPEAR ON YOUR SITE, INCLUDING THE COMBINATION OF YOUR SITE OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) THE USE, DEVELOPMENT, DESIGN, MANUFACTURE, PRODUCTION, ADVERTISING, PROMOTION, OR MARKETING OF YOUR SITE OR ANY MATERIALS THAT APPEAR ON OR WITHIN YOUR SITE, (C) YOUR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY PROGRAM POLICY), (E) YOUR TAXES AND DUTIES OR THE COLLECTION, PAYMENT, OR FAILURE TO COLLECT OR PAY YOUR TAXES OR DUTIES, OR THE FAILURE TO MEET TAX REGISTRATION OBLIGATIONS OR DUTIES, OR (F) YOUR OR YOUR EMPLOYEES’ OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. WE OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY UMARP PARTY, INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION.

3.Termination. Umarp  may suspend or terminate Influencer’s participation in the Umarp  Affiliate program immediately by notice provided in accordance with the termination provisions of the Agreement The rights set forth in Section 1 (a) and (b)  of this Influencers Rules will survive the termination of Influencer’s participation in the Umarp  Afflilate Program. An influencer may terminate their participation in the program, by email us, at info@umarp.com and stating in the subject line Influencer termination, you must give your reasons in the body of the email.  If approved changes will take effect in 7 working days.

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